-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1e2GOs52QInwM6nUsiD4PbI7z4c26Gh2im8bmyi540rHnNpyJDz1BYa8v32IXlC zVOMjlKe1z6oNmd445gzEg== 0000950144-07-005515.txt : 20070606 0000950144-07-005515.hdr.sgml : 20070606 20070606172612 ACCESSION NUMBER: 0000950144-07-005515 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 99 FILED AS OF DATE: 20070606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMP Houston-KC, LLC CENTRAL INDEX KEY: 0001387187 IRS NUMBER: 203779032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-01 FILM NUMBER: 07904824 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KFFG Lico, Inc. CENTRAL INDEX KEY: 0001387182 IRS NUMBER: 232937060 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-14 FILM NUMBER: 07904837 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRBE Radio, Inc. CENTRAL INDEX KEY: 0001387189 IRS NUMBER: 232436904 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-21 FILM NUMBER: 07904844 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Radio Indianapolis, Inc. CENTRAL INDEX KEY: 0001387167 IRS NUMBER: 231882077 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-25 FILM NUMBER: 07904848 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sunnyside Communications, Inc. CENTRAL INDEX KEY: 0001387162 IRS NUMBER: 351518442 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-32 FILM NUMBER: 07904855 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30022 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMP KC Corp. CENTRAL INDEX KEY: 0001387194 IRS NUMBER: 204531244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-36 FILM NUMBER: 07904859 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Susquehanna Pfaltzgraff Co. CENTRAL INDEX KEY: 0001387197 IRS NUMBER: 231139608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-06 FILM NUMBER: 07904829 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Texas Star Radio, Inc. CENTRAL INDEX KEY: 0001387165 IRS NUMBER: 752555002 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-15 FILM NUMBER: 07904838 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bay Area Radio Corp. CENTRAL INDEX KEY: 0001387193 IRS NUMBER: 232605614 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-20 FILM NUMBER: 07904843 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: S.C.I. Broadcasting, Inc. CENTRAL INDEX KEY: 0001387166 IRS NUMBER: 351776674 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-24 FILM NUMBER: 07904847 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Radio Cincinnati, Inc. CENTRAL INDEX KEY: 0001387168 IRS NUMBER: 310810263 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-26 FILM NUMBER: 07904849 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Susquehanna License Co., LLC CENTRAL INDEX KEY: 0001387163 IRS NUMBER: 562324614 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-29 FILM NUMBER: 07904852 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Susquehanna Radio Services, Inc. CENTRAL INDEX KEY: 0001387164 IRS NUMBER: 020544269 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-35 FILM NUMBER: 07904858 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMP Susquehanna Corp. CENTRAL INDEX KEY: 0001387183 IRS NUMBER: 204531045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-37 FILM NUMBER: 07904861 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMP Susquehanna Radio Holdings Corp. CENTRAL INDEX KEY: 0001387195 IRS NUMBER: 204530834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558 FILM NUMBER: 07904823 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KPLX Limited Partnership CENTRAL INDEX KEY: 0001387172 IRS NUMBER: 232877202 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-12 FILM NUMBER: 07904835 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 3035 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 3035 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA MEDIA CO CENTRAL INDEX KEY: 0001088146 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 232722964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-34 FILM NUMBER: 07904857 BUSINESS ADDRESS: STREET 1: 140 EAST MARKET STREET CITY: YORK STATE: PA ZIP: 17401 BUSINESS PHONE: 7178485500 MAIL ADDRESS: STREET 1: 140 EAST MARKET STREET CITY: YORK STATE: PA ZIP: 17401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Indianapolis Radio License Co. CENTRAL INDEX KEY: 0001387191 IRS NUMBER: 232732077 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-07 FILM NUMBER: 07904830 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KPLX Lico, Inc. CENTRAL INDEX KEY: 0001387179 IRS NUMBER: 232868552 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-13 FILM NUMBER: 07904836 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLIF Broadcasting Limited Partnership CENTRAL INDEX KEY: 0001387180 IRS NUMBER: 232877226 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-16 FILM NUMBER: 07904839 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLIF Radio, Inc. CENTRAL INDEX KEY: 0001387176 IRS NUMBER: 232877204 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-22 FILM NUMBER: 07904845 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSBA Lico, Inc. CENTRAL INDEX KEY: 0001387201 IRS NUMBER: 880379285 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-31 FILM NUMBER: 07904854 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30022 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KPLX Radio, Inc. CENTRAL INDEX KEY: 0001387171 IRS NUMBER: 232869611 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-23 FILM NUMBER: 07904846 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 3035 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 3035 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFMS Lico, Inc. CENTRAL INDEX KEY: 0001387161 IRS NUMBER: 522149467 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-08 FILM NUMBER: 07904831 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WVAE Lico, Inc. CENTRAL INDEX KEY: 0001387200 IRS NUMBER: 232937065 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-30 FILM NUMBER: 07904853 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRBE Lico, Inc. CENTRAL INDEX KEY: 0001387188 IRS NUMBER: 232937063 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-04 FILM NUMBER: 07904827 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRBE Broadcasting, Inc CENTRAL INDEX KEY: 0001387173 IRS NUMBER: 880473024 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-19 FILM NUMBER: 07904842 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA RADIO CORP CENTRAL INDEX KEY: 0000840756 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-33 FILM NUMBER: 07904856 BUSINESS ADDRESS: STREET 1: 140 EAST MARKET STREET CITY: YORK STATE: PA ZIP: 17401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNBR Lico, Inc. CENTRAL INDEX KEY: 0001400382 IRS NUMBER: 232937063 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-05 FILM NUMBER: 07904828 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Radio San Francisco, Inc. CENTRAL INDEX KEY: 0001387169 IRS NUMBER: 232265690 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-02 FILM NUMBER: 07904825 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNBR, Inc. CENTRAL INDEX KEY: 0001387178 IRS NUMBER: 522149467 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-10 FILM NUMBER: 07904833 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRRM Lico, Inc. CENTRAL INDEX KEY: 0001387199 IRS NUMBER: 522149473 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-11 FILM NUMBER: 07904834 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLIF Lico, Inc. CENTRAL INDEX KEY: 0001387177 IRS NUMBER: 232877199 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-17 FILM NUMBER: 07904840 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT, SUITE 1400 CITY: ATLANTA STATE: DE ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT, SUITE 1400 CITY: ATLANTA STATE: DE ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WNNX Lico, Inc. CENTRAL INDEX KEY: 0001387202 IRS NUMBER: 232937105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-28 FILM NUMBER: 07904851 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Indy Lico, Inc. CENTRAL INDEX KEY: 0001387185 IRS NUMBER: 522149477 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-03 FILM NUMBER: 07904826 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRBE Limited Partnership CENTRAL INDEX KEY: 0001387170 IRS NUMBER: 233055696 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-09 FILM NUMBER: 07904832 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Radio Metroplex, Inc. CENTRAL INDEX KEY: 0001387772 IRS NUMBER: 232868556 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-27 FILM NUMBER: 07904850 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLIF Broadcasting, Inc. CENTRAL INDEX KEY: 0001387181 IRS NUMBER: 232877208 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143558-18 FILM NUMBER: 07904841 BUSINESS ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 404-949-0700 MAIL ADDRESS: STREET 1: 14 PIEDMONT CENTER, SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30305 S-4 1 g05435sv4.htm CMP SUSQUEHANNA RADIO HOLDINGS CORP./CMP SUSQUEHANNA CORP. CMP SUSQUEHANNA RADIO HOLDINGS CORP.
Table of Contents

As filed with the Securities and Exchange Commission on June 6, 2007
Registration No. 333-      
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
CMP SUSQUEHANNA RADIO HOLDINGS CORP.
and
CMP SUSQUEHANNA CORP.
(Exact Name of Registrants as Specified in Their Charters)
 
(SEE TABLE OF ADDITIONAL REGISTRANTS)
 
         
Delaware
  4832   20-4530834
Delaware
  4832   20-4531045
(State or other jurisdiction of
incorporation or organization) 7929 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)
 
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
(404) 949-0700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
 
 
 
Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
(404) 949-0700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
 
 
 
 
Copies to:
 
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
(404) 521-3939
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.
 
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
 
 
 
CALCULATION OF REGISTRATION FEE
 
                         
            Proposed Maximum
 		    Proposed Maximum
 		    Amount of
Title of Each Class of
 		    Amount to be
 		    Offering
    Aggregate
    Registration
Securities to be Registered     Registered     Price per Unit     Offering Price     Fee
97/8% Senior Subordinated Notes due 2014 of CMP Susquehanna Corp.      $250,000,000     100%(1)     $250,000,000(1)     $7,675(2)
Guarantees of 97/8% Senior Subordinated Notes due 2014(3)     (4)     (4)     (4)     (4)
                         
 
(1) Estimated solely for the purpose of calculating the registration fee under Rule 457 of the Securities Act of 1933, as amended.
 
(2) The registration fee for the securities offered hereby has been calculated under Rule 457(f)(2) of the Securities Act of 1933, as amended.
 
(3) See inside facing page for table of additional registrant guarantors.
 
(4) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantees is payable.
 
 
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 

Table of Contents

 
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
 
                 
            Address, Including Zip Code and
 		   
    State of
 		  IRS Employer
 		  Telephone Number, Including Area
 		   
Exact Name of Registrant as
 		  Incorporation or
 		  Identification
 		  Code of Registrant’s Principal
 		   
Specified in its Charter   Organization   Number   Executive Offices   Phone Number
 
CMP KC Corp. 
  Delaware   20-4531244   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
CMP Houston-KC, LLC
  Delaware   20-3779032   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Susquehanna Pfaltzgraff Co. 
  Delaware   23-1139608   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Susquehanna Media Co. 
  Delaware   23-2722964   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Susquehanna Radio Corp.
  Pennsylvania   23-2381976   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Susquehanna Radio Services, Inc. 
  Pennsylvania   02-0544269   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Sunnyside Communications, Inc. 
  Indiana   35-1518442   14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305 		  (404) 949-0700
WSBA Lico, Inc. 
  Nevada   88-0379285   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Radio San Francisco, Inc. 
  California   23-2265690   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
WVAE Lico, Inc. 
  Nevada   23-2937065   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Susquehanna License Co., LLC
  Pennsylvania   56-2324614   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
WNNX Lico, Inc. 
  Nevada   23-2937105   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Radio Metroplex, Inc. 
  Nevada   23-2868556   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Radio Cincinnati, Inc. 
  Ohio   31-0810263   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KRBE Broadcasting, Inc. 
  Nevada   88-0473024   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Radio Indianapolis, Inc. 
  Indiana   23-1882077   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Bay Area Radio Corp. 
  Delaware   23-2605614   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Indianapolis Radio License Co. 
  Indiana   23-2732077   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KLIF Broadcasting, Inc. 
  Nevada   23-2877208   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Texas Star Radio, Inc. 
  Texas   75-2555002   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
S.C.I. Broadcasting, Inc. 
  Indiana   35-1776674   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KFFG Lico, Inc. 
  Nevada   23-2937060   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KPLX Lico, Inc. 
  Nevada   23-2868552   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KPLX Limited Partnership
  Texas   23-2877202   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KPLX Radio, Inc. 
  Texas   23-2869611   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
WRRM Lico, Inc. 
  Nevada   52-2149473   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700

Table of Contents

                 
            Address, Including Zip Code and
 		   
    State of
 		  IRS Employer
 		  Telephone Number, Including Area
 		   
Exact Name of Registrant as
 		  Incorporation or
 		  Identification
 		  Code of Registrant’s Principal
 		   
Specified in its Charter   Organization   Number   Executive Offices   Phone Number
 
WFMS Lico, Inc. 
  Nevada   52-2149467   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KNBR, Inc. 
  Delaware   23-2563449   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
Indy Lico, Inc. 
  Nevada   52-2149477   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KRBE Lico, Inc. 
  Nevada   23-2937063   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KNBR Lico, Inc. 
  Nevada   88-0379287   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KLIF Lico, Inc. 
  Nevada   23-2877199   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KLIF Radio, Inc. 
  Texas   23-2877204   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KRBE Limited Partnership
  Texas   23-3055696   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KRBE Radio, Inc. 
  Texas   88-0473024   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700
KLIF Broadcasting Limited Partnership
  Texas   23-2877226   14 Piedmont Center, Suite 1400 Atlanta, Georgia 30305   (404) 949-0700

Table of Contents

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 
SUBJECT TO COMPLETION, DATED JUNE 6, 2007
 
PRELIMINARY PROSPECTUS
 
CUMULUS
 
CMP Susquehanna Corp.
 
Offer to Exchange
 
$250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014,
which have been registered under the Securities Act of 1933, for any and all
outstanding 97/8% Senior Subordinated Notes due 2014
 
The exchange notes will be fully and unconditionally guaranteed on an unsecured basis by our direct parent, CMP Susquehanna Radio Holdings Corp., and each of our existing and future domestic subsidiaries that guarantees the obligations under our senior secured credit facility.
 
 
We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered outstanding notes for freely tradable exchange notes that have been registered under the Securities Act.
 
The Exchange Offer
 
  •  We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable.
 
  •  You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer.
 
  •  The exchange offer expires at 12:00 a.m. midnight, New York City time, on [ • ], 2007, unless extended.
 
  •  The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.
 
  •  The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradable.
 
All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
 
You should carefully consider the “Risk Factors” beginning on page 17 of this prospectus before participating in the exchange offer.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange notes to be distributed in the exchange offer or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is          , 2007

 

 
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  F-1
 EX-3.1 CERTIFICATE OF INCORPORATION OF CMP SUSQUEHANNA RADIO HOLDINGS CORP.
 EX-3.2 BYLAWS OF CMP SUSQUEHANNA GUARANTOR CORP.
 EX-3.3 CERTIFICATE OF INCORPORATION CMP SUSQUEHANNA CORP.
 EX-3.4 BYLAWS OF CMP SUSQUEHANNA CORP.
 EX-3.5 CERTIFICATE OF INCORPORATION CMP KC CORP.
 EX-3.6 BYLAWS OF CMP KC CORP.
 EX-3.7 CERTIFICATE OF FORMATION OF CMP HOUSTON-KC, LLC
 EX-3.8 LIMITED LIABILITY COMPANY DECLARATION
 EX-3.9 CERTIFICATE OF INCORPORATION OF CMP MERGER CO.
 EX-3.10 BYLAWS OF CMP MERGER CO.
 EX-3.11 CERTIFICATE OF INCORPORATION OF SUSQUEHANNA MEDIA CO.
 EX-3.12 BYLAWS OF SUSQUEHANNA MEDIA CO.
 EX-3.13 ARTICLES OF INCORPORATION OF SUSQUEHANNA RADIO CORP.
 EX-3.14 BYLAWS OF SUSQUEHANNA RADIO CORP.
 EX-3.15 ARTICLES OF INCORPORATION OF SUSQUEHANNA RADIO SERVICES, INC.
 EX-3.16 BYLAWS OF SUSQUEHANNA RADIO SERVICES, INC.
 EX-3.17 ARTICLES OF INCORPORATION OF SUNNYSIDE COMMUNICATIONS, INC.
 EX-3.18 BYLAWS OF SUNNYSIDE COMMUNICATIONS, INC.
 EX-3.19 ARTICLES OF INCORPORATION OF WSBA LICO, INC.
 EX-3.20 BYLAWS OF WSBA LICO, INC.
 EX-3.21 ARTICLES OF INCORPORATION OF RADIO SAN FRANCISCO, INC.
 EX-3.22 BYLAWS OF RADIO SAN FRANCISCO, INC.
 EX-3.23 ARTICLES OF INCORPORATION OF WVAE LICO, INC.
 EX-3.24 BYLAWS OF WVAE LICO, INC.
 EX-3.25 CERTIFICATE OF ORGANIZATION OF SUSQUEHANNA LICENSE CO., LLC
 EX-3.26 LIMITED LIABILITY COMPANY DECLARATION
 EX.3.27 ARTICLES OF INCORPORATION OF WNNX LICO, INC.
 EX-3.28 BYLAWS OF WNNX LICO, INC.
 EX-3.29 CERTIFICATE OF INCORPORATION OF RADIO METROPLEX, INC.
 EX-3.30 BYLAWS OF RADIO METROPLEX, INC.
 EX-3.31 ARTICLES OF INCORPORATION OF RADIO CINCINNATI, INC.
 EX-3.32 CODE OF REGULATIONS OF RADIO CINCINNATI, INC.
 EX-3.33 ARTICLES OF INCORPORATION OF KRBE BROADCASTING, INC.
 EX-3.34 BYLAWS OF KRBE BROADCASTING, INC.
 EX-3.35 ARTICLES OF INCORPORATON OF RADIO INDIANAPOLIS, INC.
 EX-3.36 CODE OF BYLAWS OF RADIO INDIANAPOLIS, INC.
 EX-3.37 CERTIFICATE OF INCORPORATION OF BAY AREA RADIO CORP.
 EX-3.38 BYLAWS OF BAY AREA RADIO CORP.
 EX-3.39 ARTICLES OF INCORPORATION OF INDIANAPOLIS RADIO LICENSE CO.
 EX-3.40 BYLAWS OF INDIANAPOLIS RADIO LICENSE CO.
 EX-3.41 ARTICLES OF INCORPORATION OF KLIF BROADCASTING, INC.
 EX-3.42 BYLAWS OF KLIF BROADCASTING, INC.
 EX-3.43 ARTICLES OF INCORPORATON OF TEXAS STAR RADIO, INC.
 EX-3.44 BYLAWS OF HISPANIC COALITION, INC.
 EX-3.45 CERTIFICATE OF INCORPORATION OF S.C.I. BROADCASTING, INC.
 EX-3.46 CODE OF BYLAWS OF S.C.I. BROADCASTING, INC.
 EX-3.47 ARTICLES OF INCORPORATION OF KFFG LICO, INC.
 EX-3.48 BYLAWS OF KFFG LICO, INC.
 EX-3.49 ARTICLES OF INCORPORATION OF KPLX LICO, INC.
 EX-3.50 BYLAWS OF KPLX LICO, INC.
 EX-3.51 CERTIFICATE OF LIMITED PARTNERSHIP OF KPLX LIMITED PARTNERSHIP
 EX-3.52 AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF KPLX LIMITED PARTNERSHIP
 EX-3.53 ARTICLES OF INCORPORATION OF KPLX RADIO, INC.
 EX-3.54 BYLAWS OF KPLX RADIO, INC.
 EX-3.55 ARTICLES OF INCORPORATION OF WRRM LICO, INC.
 EX-3.56 BYLAWS OF WRRM LICO, INC.
 EX-3.57 ARTICLES OF INCORPORATION OF WFMS LICO, INC.
 EX-3.58 BYLAWS OF WFMS LICO, INC.
 EX-3.59 CERTIFICATE OF INCORPORATION OF KNBR, INC.
 EX-3.60 BYLAWS OF GE SUBSIDIARY, INC. II
 EX-3.61 ARTICLES OF INCORPORATION OF INDY LICO, INC.
 EX-3.62 BYLAWS OF INDY LICO, INC.
 EX-3.63 ARTICLES OF INCORPORATION OF KRBE LICO, INC.
 EX-3.64 BYLAWS OF KRBE LICO, INC.
 EX-3.65 ARTICLES OF INCORPORATION OF KNBR LICO, INC.
 EX-3.66 BYLAWS OF KNBR LICO, INC.
 EX-3.67 ARTICLES OF INCORPORATION OF KLIF LICO, INC.
 EX-3.68 BYLAWS OF KLIF LICO, INC.
 EX-3.69 ARTICLES OF INCORPORATION OF KLIF RADIO, INC.
 EX-3.70 BYLAWS OF KLIF RADIO, INC.
 EX-3.71 CERTIFICATE OF LIMITED PARTNERSHIP OF KRBE LIMITED PARTNERSHIP
 EX-3.72 AGREEMENT OF LIMITED PARTNERSHIP OF KRBE LIMITED PARTNERSHIP
 EX-3.73 ARTICLES OF INCORPORATION OF KRBE RADIO, INC.NC.
 EX-3.74 BYLAWS OF KRBE RADIO, INC.
 EX-3.75 CERTIFICATE OF LIMITED PARTNERSHIP OF KLIF BROADCASTING
 EX-3.76 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KLIF BROADCASTING
 EX-4.1 INDENTURE, DATED MAY 5, 2006
 EX-4.2 REGISTRATION RIGHTS AGREEMENT
 EX-5.1 OPINION OF JONES DAY
 EX-5.2 OPINION OF KRIEG DEVAULT
 EX-5.3 OPINION OF KOLESAR & LEATHAM, CHTD.
 EX-10.1 CREDIT AGREEMENT
 EX-10.2 GUARANTEE AGREEMENT
 EX-10.3 SECURITY AGREEMENT
 EX-10.4 MANAGEMENT AGREEMENT
 EX-10.5 AGREEMENT AND PLAN OF MERGER
 EX-10.6 ASSET PURCHASE AGREEMENT
 EX-12.1 COMPUTATION OF RATIOS
 EX-21.1 SUBSIDIARIES
 EX-23.2 CONSENT OF KPMG
 EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY
 EX-99.1 FORM OF LETTER OF TRANSMITTAL
 EX-99.2 FORM OF LETTER TO BROKERS DEALERS
 EX-99.3 FORM OF LETTER TO CLIENTS
 EX-99.4 FORM OF NOTICE OF GUARANTEED DELIVERY
 
 
We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You must not rely on unauthorized information or representations.
 
This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who can not legally be offered the securities. The information in this prospectus is current only as of the date on its cover, and may change after that date.

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CERTAIN TERMS USED IN THIS PROSPECTUS
 
Unless otherwise noted or indicated by the context, in this prospectus:
 
  •  The terms “we,” “our,” and “us” refer to CMP Susquehanna Corp. (“CMP”), the entity that acquired all of the capital stock of Susquehanna Pfaltzgraff Co. (“SPC”) in connection with the transactions described under “The Transactions,” and its consolidated subsidiaries. When the context so requires, we use these terms to refer to the historical radio broadcasting businesses of SPC and its subsidiaries that were acquired in those transactions for the periods prior to the consummation of those transactions. SPC is also referred to as “Predecessor” in the Consolidated Financial Statements and Notes thereto contained in this prospectus.
 
  •  The term “Radio Holdings” refers to CMP Susquehanna Radio Holdings Corp., the direct owner of 100% of CMP’s capital stock, and its consolidated subsidiaries.
 
  •  The term “Holdings” refers to CMP Susquehanna Holdings Corp., the direct owner of 100% of Radio Holdings’ capital stock and an indirect parent of CMP.
 
  •  The term “market rank by revenue” means the ranking of the market revenue of the principal radio market served by a station among all radio markets in the United States.
 
  •  The term “cluster rank by revenue” means the ranking of our revenues among all other radio operators in a given market.
 
  •  The term “station rank by format” means the ranking of a specific station relative to other stations operating in that format in that market.
 
  •  The term “EBI” refers to effective buying income, which means after-tax disposable income.
 
MARKET AND INDUSTRY DATA AND FORECASTS
 
This prospectus includes certain market and industry data and forecasts, which are based on publicly available information, independent industry publications, including BIA’s Investing in Radio 2006 (1st Edition) (“BIA”), Arbitron’s Fall 2006 Market Report (“Arbitron”) and the Radio Advertising Bureau’s Radio Marketing Guide and Fact Book for Advertisers, 2006 (“Radio Advertising Bureau”), and on a report by LEK Consulting (dated August 2005), that was commissioned in connection with the Acquisition described in this prospectus, as well as on our own estimates based on our management’s knowledge of and experience in the markets and businesses in which we operate. We believe the market and industry data included in this prospectus to be accurate as of the date of this prospectus. However, such data may prove to be inaccurate because of the method by which some of the data was obtained or because such data cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that the market and industry data included in this prospectus, and our estimates and beliefs based on such data, may not be reliable.
 
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified in the “Risk Factors” section and elsewhere


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in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.
 
The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:
 
  •  our substantial indebtedness;
 
  •  our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our businesses;
 
  •  interest rate movements;
 
  •  general economic and business conditions, both nationally and in our markets;
 
  •  expectations and estimates concerning future financial performance;
 
  •  acquisition opportunities and our ability to successfully integrate acquired businesses, properties or other assets and realize anticipated benefits of such acquisitions;
 
  •  financing plans and access to adequate capital on favorable terms;
 
  •  the impact of competition from other radio stations, media forms and communication service providers;
 
  •  the impact of existing and future regulations affecting our businesses, including radio licensing and ownership rules;
 
  •  increases in programming costs;
 
  •  the accuracy of our predictions of anticipated trends in our businesses;
 
  •  advances in technology and our ability to adapt to and capitalize on such advances;
 
  •  decreases in our customers’ advertising expenditures; and
 
  •  our ability to achieve anticipated cost savings.
 
We caution you that the foregoing list of important factors may not contain all of the factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.


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PROSPECTUS SUMMARY
 
This summary highlights certain information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this exchange offer, we encourage you to read the entire prospectus, including the consolidated financial statements and the related notes and the section entitled “Risk Factors,” included elsewhere in this prospectus.
 
On October 31, 2005, CMP, an entity controlled by affiliates of Bain Capital Partners, LLC, The Blackstone Group and Thomas H. Lee Partners, L.P. (collectively, the “Sponsors”) and Cumulus Media Inc. (“Cumulus”), and its wholly owned subsidiary, CMP Merger Co., entered into an agreement and plan of merger (the “SPC Merger Agreement”) with SPC pursuant to which, on May 5, 2006, CMP Merger Co. merged with and into SPC, with SPC being the surviving entity (the “SPC Merger”). As a result of the SPC Merger, we own all of the outstanding equity of SPC. Concurrent with the execution of the SPC Merger Agreement, CMP’s newly formed wholly owned subsidiary, CMP KC Corp. (“KC Corp”), entered into an asset purchase agreement (the “KC Asset Purchase Agreement”), pursuant to which, on May 3, 2006, it acquired a cluster of four radio stations (including related licenses and assets) in the Kansas City, Missouri market (the “KC assets”) from subsidiaries of SPC. In this prospectus, we refer to the SPC Merger and the related purchase of KC assets collectively as the “Acquisition,” and we refer to the Acquisition, along with related transactions regarding financing and the capitalization of our ultimate parent, Cumulus Media Partners, LLC (“Media Partners”), as the “Transactions.”
 
Our Company
 
We are the largest privately owned radio broadcasting company in the United States and the 11th largest radio broadcasting company overall in the United States based on 2006 revenues. We own 32 radio stations, of which we operate 20 FM and 7 AM revenue-generating stations in 8 metropolitan markets in the United States. Our stations serve four of the ten largest radio markets in the United States by revenue (San Francisco, Dallas, Atlanta and Houston) in addition to the Cincinnati, Kansas City, Indianapolis, and York, PA, markets. We believe our station portfolio includes a number of the highest revenue-grossing and most listened-to stations in our markets. In 2006, we had net revenues of $222.7 million and Station Operating Income of $80.5 million. Please see “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data” for the definition of Station Operating Income.
 
We have followed a focused strategy of assembling and operating clusters of stations in some of the nation’s largest markets. According to BIA, our cluster rank by revenue is in the top three in six of the eight markets in which we operate. According to Arbitron, 22 of our stations have ratings ranking them in the top 3 within their formats in their respective markets, including 14 stations that rank first within their formats and 6 stations that rank second within their formats. The majority of our stations enjoy strong ratings in their target demographics, reflecting loyal listener bases, which we believe are driven by these stations’ long-standing community presences and established brands. In addition, we believe our markets have attractive demographics. According to BIA, most of our markets have per capita and household EBI, expected household EBI growth and expected population growth in excess of the national average, which we believe makes our stations attractive to a broad base of radio advertisers and reduces our dependence on any one economic sector or specific advertiser.
 
Our stations offer a broad range of programming formats, including country, contemporary hit radio/top 40, adult contemporary, oldies, rock, and sports and talk radio, each targeted to a specific demographic audience within our markets. In addition, we have affiliations with ten professional sports teams across several of our markets, increasing our attractiveness to national and local advertisers. We believe our presence in large metropolitan markets, clustering strategy and variety of programming formats make us attractive to a diverse base of local and national advertisers, which, together with our strong ratings, provide us the opportunity to generate higher market revenue share.
 
Our stations have historically realized consistent levels of profitability due, in part, to consistent historical growth in radio advertising spending in the United States. According to the Radio Advertising Bureau, total


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radio advertising revenue has grown every year since 1960, with the exception of 1961, 1991 and 2001. Our annual revenue growth has exceeded that of the radio broadcasting industry in four of the past six years.
 
We believe we have several significant opportunities for growth within our current business model. One source of growth is the maturation of recently reformatted or rebranded stations. We have also been successful in driving revenue growth through investing in signal upgrades, which allow for a larger audience reach, for stations that were already strong performers. In addition, we believe we are a leader in the implementation of HD Radiotm technology. HD Radiotm technology enables FM stations to deliver “CD-like” sound quality. We believe it will revitalize AM radio programming by allowing AM stations to convert their existing mono and analog standards into stereo and digital formats. Over the long term, we believe HD Radiotm has the potential to provide increased functionality such as on-demand traffic, on-demand weather, on-demand sports scores and vehicle navigation.
 
Our indirect parent, Holdings, has entered into a management agreement with Cumulus, the second-largest radio company in the United States based on the number of stations owned or operated. See “Certain Relationships and Related Party Transactions — Cumulus Management Agreement.” We believe that Cumulus is one of the premier radio management companies in the United States. According to Arbitron, Cumulus has assembled market-leading groups or clusters of radio stations that rank first or second in terms of revenue share or audience share in substantially all of its markets. During the three-year term of the Cumulus management agreement, officers of Cumulus will serve as our officers and will manage our operations. Our stations and Cumulus’s stations do not overlap or compete against one another in any market.


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Our Station Portfolio
 
The following table sets forth selected recent information about our radio station portfolio. This table does not include stations that we own but that are operated by third parties under local marketing agreements (“LMAs”). See “Business — Market Overviews.” Market rank by revenue and cluster rank by revenue data are from BIA, and station audience share and station rank by format data are from Arbitron.
 
                                 
    Market
 		    Cluster
 		        Station
 		     
    Rank by
 		    Rank by
 		        Audience
 		    Target
Markets and Stations
  Revenue     Revenue    
Format
  Share(1)     Demographic
 
                                 
San Francisco, CA     4       3                  
KFOG-FM/KFFG-FM(2)
“KFOG” 		                  Adult Alternative /
Classic Rock 		    2.8     Adults 25-54
KNBR-AM/KTCT-AM(3)                                
“KNBR”                   Sports     2.9     Men 25-54
KSAN-FM “The Bone”                   Rock     2.3     Adults 25-54
                                 
Dallas/Ft. Worth, TX     5       3                  
KDBN-FM “The Bone”                   Album Oriented Rock /
Classic Rock 		    1.5     Adults 25-54
KLIF-AM/KKLF-AM(2)                   News/Talk/Sports     1.5     Adults 35-64
KPLX-FM “The Wolf”                   Country     4.5     Adults 25-54
KTCK-AM/KTDK-FM(2)
“The Ticket” 		                  Sports     2.1     Men 25-54
                                 
Atlanta, GA     6       7                  
WNNX-FM “99x”                   Rock     2.0     Adults 18-34
WWWQ-FM “Q100”                   Contemporary Hit Radio /
Top 40 		    1.6     Women 18-34
Houston, TX     8       6                  
KRBE-FM                   Contemporary Hit Radio /
Top 40 		    3.8     Women 18-34
Cincinnati, OH     23       3                  
WGRR                   Oldies     3.7     Adults 25-54
WRRM-FM “Warm 98”                   Adult Contemporary     6.2     Women 25-54
WFTK                   FM Talk     0.8     Adults 25-54
                                 
Kansas City, MO     31       3                  
KCFX-FM “The Fox”                   Album Oriented Rock /
Classic Rock 		    4.4     Adults 25-54
KCJK-FM “JACK-FM”                   Adult Contemporary     2.8     Adults 25-54
KCMO-AM                   News/Talk/Sports     2.3     Adults 35-64
KCMO-FM                   Oldies     4.8     Adults 25-54
                                 
Indianapolis, IN     33       3                  
WFMS-FM                   Country     9.6     Adults 25-54
WJJK-FM “JACK-FM”                   Adult Contemporary     3.8     Adults 25-54
WISG-FM “The Song”                   Religion     2.7     Adults 25-54
                                 
York, PA(4)     125       1                  
WARM-FM “WARM 103”                   Adult Contemporary     6.6     Women 25-54
WSOX-FM “Oldies 96.1”/WGLD-AM(2)                   Oldies     5.9     Adults 35-64
WSBA-AM                   News/Talk/Sports     4.4     Adults 35-64


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(1) “Station Audience Share” represents a percentage generally computed by dividing the average number of persons over 12 listening to a particular station during specified time periods by the average number of such persons for all stations in the market area as determined by Arbitron.
 
(2) These stations are simulcast. For station audience share purposes, we aggregate the simulcast stations, and for station ranking purposes, we show the higher-rated station’s rank.
 
(3) These stations are partially simulcast and co-branded under the name “KNBR,” and have been treated as simulcast for the purposes of this table.
 
(4) These stations also reach Lancaster, PA.
 
Business Strategy
 
Our business strategy includes the following key elements intended to establish leadership positions in the markets we serve and to enhance our operating and financial performance.
 
  •  Focus on Clusters in Large Markets.  We believe that large markets provide an attractive combination of scale, stability and opportunity for future growth. We have followed a focused strategy of operating sizeable clusters of stations within our markets, and we manage a large share of the radio advertising within each market. This market position allows us to offer advertisers more attractive advertising packages targeted towards more specific audiences. In addition, the ability to share human resources, information technology, engineering, legal, marketing and other costs across cluster stations helps to improve our Station Operating Income margins.
 
  •  Improve Operating Performance Using Cumulus’s Best-in-Class Practices.  Our indirect parent, Holdings, has entered into a management agreement with Cumulus, the second largest radio company in the United States based on number of stations owned or operated. Cumulus has been recognized as having one of the top management teams in the radio industry. The Chairman and Chief Executive Officer of Cumulus, Lewis W. Dickey, Jr., is our Chairman, President and Chief Executive Officer. Mr. Dickey was named “Best Radio & TV Broadcasting CEO” by Institutional Investor (January 2005). Among the reasons identified for this recognition were Mr. Dickey’s record for reducing Cumulus’s debt and improving its free cash flow while still acquiring operationally critical assets. We believe that the combination of best-in-class business practices from Cumulus’s management team together with the enhanced purchasing power, scale and supplier relationships that results from the common management of the portfolios of Cumulus and our company helps us drive local sales growth and operating efficiencies and improve Station Operating Income margins.
 
  •  Drive Local Sales Growth.  We are implementing best-in-class business practices of Cumulus to drive local sales growth at each of our stations. Our sales strategy includes expanding our local sales forces, employing a tiered commission structure to focus individual sales staffs on new business development as distinct from existing accounts, and implementing new inventory and account management systems to enhance the overall productivity of our local sales forces. We believe that this strategy provides a higher level of service to our existing customer base and expands our base of advertisers, which enables us to outperform the traditional growth rates of our markets. Cumulus has successfully employed a similar strategy with its sales force driving industry-leading local sales growth in recent years.
 
  •  Drive Operating Efficiencies.  Following the Acquisition, we centralized a significant portion of operations, including programming, that had historically been decentralized. Mr. Dickey and his management team intend to continue to identify specific opportunities to reduce operating costs at each of our stations, across general and administrative, technical, programming, sales and promotions areas.
 
  •  Employ Market Research and Targeted Programming.  We seek to maximize station operating performance through market research and targeted programming. We maintain and regularly update extensive listener databases that provide valuable insight into our listener base. We also retain consultants and research organizations to continually evaluate listeners’ preferences and use information gathered from


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  these sources to optimize our programming and marketing strategies. These strategies have included format changes and utilization of customized marketing campaigns to expand our listener base. We believe these strategies have contributed to the strong ratings and market positions of our stations. We believe the combination of our existing local market research abilities with the scale of Cumulus’s in-house market research allows us to maximize our future station operating performance.
 
  •  Continue to Build Strong Relationships with Listeners and Advertisers.  We are focused on developing and maintaining strong relationships with both our listener and advertiser bases in our stations’ communities. Our stations maintain close relationships with our listeners via e-mail event notification and weekly/biweekly station newsletters made possible by maintaining extensive listener databases. In addition, our stations host numerous high-profile community service events, concerts and listener promotions each year. These relationships with our listeners allow us to offer value-added marketing services to our advertiser base, including contacting listeners via targeted marketing campaigns.
 
  •  Maintain Balanced Advertising Load.  We closely manage our on-air inventory to maximize revenue without jeopardizing listening levels and resulting ratings. We believe that our stations maintain lower inventory levels than our competitors in many of the markets we serve. Our stations generally respond to demand for on-air inventory by varying pricing rather than varying target inventory levels. We believe that this strategy supports long-term positive ratings trends and stable revenue growth.
 
  •  Pursue Focused Portfolio Development.  Our portfolio development strategy has been focused on clustering radio stations in our existing markets and making opportunistic acquisitions in new markets in which we believe we can cost-effectively achieve a leading position in terms of audience and revenue share. We may also pursue strategic alternatives, such as asset swaps, to diversify or strengthen our portfolio of stations. In evaluating potential new stations, we assess the strategic fit of the station with our existing clusters of radio stations. When entering a new market, we would typically seek to acquire a “platform” upon which to expand our portfolio of stations and build a leading cluster of stations. We believe our ability to further develop our portfolio has been enhanced by our association with Cumulus, which we believe has a long history of successfully identifying and integrating acquisitions and asset swaps.
 
Industry Overview
 
The primary source of revenues for radio stations is the sale of advertising time to local and national spot advertisers and national network advertisers. The growth rate in total radio advertising revenue tends to be fairly stable. According to the Radio Advertising Bureau, with the exception of 1961, 1991, and 2001, when total radio advertising revenue fell by approximately 0.5%, 2.8% and 7.5%, respectively, advertising revenue has risen each year since 1960. Also, according to the Radio Advertising Bureau, during the past decade, local advertising revenue as a percentage of total radio advertising revenue in a given market has ranged from approximately 75% to 80%. As advertisers look to new advertising media, we believe local advertising will remain robust. In a survey of advertisers by LEK Consulting, participants ranked local radio ahead of other media in terms of return on investment. We believe that radio advertising remains the best and most cost-effective means of reaching a targeted local audience.
 
According to the Radio Advertising Bureau, radio reaches approximately 94% of all consumers over the age of 12 every week. The average listener over the age of 12 spends an average of nearly 20 hours per week listening to radio. A significant portion of all radio listening is done outside the home, primarily while commuting in the car. The Radio Advertising Bureau estimates that radio reaches 82% of adults 18 and older in the car each week.
 
Radio is recognized by advertisers as an efficient, cost-effective means of reaching specifically identified demographic groups. Radio stations are typically classified by their on-air format, such as country, adult contemporary, oldies or news/talk. A radio station’s format and style of presentation enables it to target certain demographics. By capturing a specific share of a market’s radio listening audience, with particular concentration in a targeted demographic, a radio station is able to market its broadcasting time to advertisers seeking to reach a specific audience.


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Radio is differentiated from other advertising media due to its minimal production costs for advertisers, low CPMs (Cost Per Thousand Impressions) and its ability to reach out to a specifically identifiable consumer base in a cost effective manner. According to the Radio Advertising Bureau, radio advertising’s return on investment was determined to be 49% higher than that of television advertising. As various forms of old and new media compete for advertising dollars, we believe radio’s ubiquity and uniquely attractive local characteristics will sustain its strong position in the media market.
 
 
We were incorporated under Delaware law on October 24, 2005 and Radio Holdings (originally named CMP Susquehanna Guarantor Corp.) was incorporated under Delaware law on March 13, 2006. Our principal executive offices are located at 14 Piedmont Center, Suite 1400, Atlanta, Georgia 30305. Our telephone number is (404) 949-0700.
 
Summary of the Terms of Exchange Offer
 
On May 5, 2006, we completed a private offering of the outstanding notes. References to the “notes” in this prospectus are references to both the outstanding notes and the exchange notes, except where otherwise specified.
 
General In connection with the private offering, we entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we and the guarantors agreed, among other things, to deliver this prospectus to you and to use our reasonable best efforts to complete the exchange offer for the outstanding notes within 360 days after the date of issuance of the outstanding notes, subject to certain terms and conditions as described under “Exchange Offer; Registration Rights.”
 
You are entitled to exchange in the exchange offer your outstanding notes for exchange notes, which are identical in all material respects to the outstanding notes except:
 
• the exchange notes have been registered under the Securities Act of 1933, as amended, which we refer to as the “Securities Act”;
 
• the exchange notes are not entitled to certain registration rights that are applicable to the outstanding notes under the registration rights agreement; and
 
• certain additional interest rate provisions are no longer applicable.
 
The Exchange Offer We are offering to exchange up to $250,000,000 aggregate principal amount of our 97/8% Senior Subordinated Notes due 2014, which have been registered under the Securities Act, for a like aggregate principal amount of the outstanding 97/8% Senior Subordinated Notes due 2014.
 
Subject to the satisfaction or waiver of specified conditions, we will exchange the exchange notes for all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration of the exchange offer.
 
Upon completion of the exchange offer, there may be no market for the outstanding notes and you may have difficulty selling them.


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Resales Based on interpretations by the staff of the Securities and Exchange Commission, or the “SEC,” set forth in no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery requirements of the Securities Act, if:
 
(1) you are acquiring the exchange notes in the ordinary course of your business;
 
(2) you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;
 
(3) you are not one of our “affiliates” within the meaning of Rule 405 under the Securities Act; and
 
(4) you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.
 
If you are not acquiring the exchange notes in the ordinary course of your business, or if you are engaging in, intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or if you are one of our affiliates, then:
 
(1) you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and
 
(2) in the absence of an exception from the position of the SEC stated in (1) above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes.
 
If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of the exchange notes that you receive in the exchange offer. See “Plan of Distribution.”
 
Expiration Date The exchange offer will expire at 12:00 a.m. midnight, New York City time, on [ • ], 2007, unless we extend it. We do not currently intend to extend the expiration date of the exchange offer.
 
Withdrawal You may withdraw the tender of your outstanding notes at any time prior to the expiration date of the exchange offer. We will return to you any of your outstanding notes that are not accepted for any reason for exchange, without expense to you, promptly after the expiration or termination of the exchange offer.
 
Interest on the Exchange Notes and the Outstanding Notes Each exchange note will bear interest at 97/8% per year from the most recent date to which interest has been paid on the outstanding notes, or, if no interest has been paid on the outstanding notes,


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from and including May 5, 2006. The interest will be payable semi-annually on each May 15 and November 15, beginning November 15, 2006. No interest will be paid on outstanding notes following their acceptance for exchange. As a result of the exchange offer not having been consummated by April 30, 2007, additional interest began to accrue on the outstanding notes on May 1, 2007, as described under “The Exchange Offer.”
 
Conditions to the Exchange Offer The exchange offer is subject to customary conditions, which we may assert or waive. See “The Exchange Offer — Conditions to the Exchange Offer.”
 
Procedures for Tendering Outstanding Notes If you wish to participate in the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must then mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company, or “DTC,” and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us that, among other things:
 
(1) you are acquiring the exchange notes in the ordinary course of your business;
 
(2) you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;
 
(3) you are not an “affiliate” of CMP within the meaning of Rule 405 under the Securities Act; and
 
(4) you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.
 
If you are a broker-dealer and receive exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making or other trading activities, you must represent to us that you will deliver a prospectus, as required by law, in connection with any resale or other transfer of such exchange notes.
 
If you are not acquiring the exchange notes in the ordinary course of your business, or if you are engaged in, or intend to engage in, or have an arrangement or understanding with any person to participate in, a distribution of the exchange notes, or if you are one of our affiliates, then you cannot rely on the applicable positions and interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the exchange notes.


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Special Procedures for Beneficial Owners If you are a beneficial owner of outstanding notes that are held in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact such person promptly and instruct such person to tender those outstanding notes on your behalf.
 
Guaranteed Delivery Procedures If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal and any other documents required by the letter of transmittal or you cannot comply with the DTC procedures for book-entry transfer prior to the expiration date, then you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
 
Effect on Holders of Outstanding By making the exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Accordingly, we will not be obligated to pay additional interest as described in the registration rights agreement. If you do not tender your outstanding notes in the exchange offer, you will continue to be entitled to all the rights and limitations applicable to the outstanding notes as set forth in the indenture, except we will not have any further obligation to you to provide for the registration of the outstanding notes under the registration rights agreement and we will not be obligated to pay additional interest as described in the registration rights agreement, except in certain limited circumstances. See “Exchange Offer; Registration Rights.” To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.
 
Consequences of Failure to Exchange All untendered outstanding notes will continue to be subject to the restrictions on transfer set forth in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the outstanding notes under the Securities Act.
 
Material Income Tax Considerations The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for United Stated federal income tax purposes. See “Material U.S. Income Tax Considerations.”
 
Use of Proceeds We will not receive any cash proceeds from the issuance of exchange notes in the exchange offer.
 
Exchange Agent Wells Fargo Bank, N.A., whose addresses and telephone numbers are set forth in the section captioned “The Exchange Offer — Exchange Agent” of this prospectus, is the exchange agent for the exchange offer.
 


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Summary of the Terms of the Exchange Notes
 
In this prospectus, the term “outstanding notes” refers to the 97/8% Senior Subordinated Notes due 2014 issued in the private offering; the term “exchange notes” refers to the 97/8 Senior Subordinated Notes due 2014 as registered under the Securities Act of 1933, as amended (the “Securities Act”); and the term “notes” refers to both the outstanding notes and the exchange notes. The terms of the exchange notes are identical in all material respects to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement we entered into with the original holders of the outstanding notes. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be governed by the same indenture under which the outstanding notes were issued, and the exchange notes and the outstanding notes will constitute a single class and series of notes for all purposes under the indenture. The following summary is not intended to be a complete description of the terms of the notes. For a more detailed description of the notes, see “Description of Notes.”
 
Issuer CMP Susquehanna Corp.
 
Notes offered $250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014.
 
Maturity May 15, 2014.
 
Interest payment dates May 15 and November 15, beginning on November 15, 2006.
 
Guarantees Radio Holdings and each of our existing and future domestic subsidiaries that guarantee our senior secured credit facilities, jointly and severally unconditionally guarantee the notes on an unsecured senior subordinated basis.
 
Ranking The outstanding notes are, and the exchange notes will be, our unsecured senior subordinated obligations and:
 
• are subordinated in right of payment to our existing and future senior debt, including its senior secured credit facilities;
 
• are effectively subordinated in right of payment to all of our existing and future secured debt (including its senior secured credit facilities), to the extent of the value of the assets securing such debt;
 
• are structurally subordinated to all obligations of each of our future subsidiaries that is not a guarantor of the notes;
 
• rank equally in right of payment to all of our future senior subordinated debt; and
 
• rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the notes.
 
Similarly, the guarantees are unsecured senior subordinated obligations of the guarantors and:
 
• are subordinated in right of payment to all of the applicable guarantor’s existing and future senior debt, including such guarantor’s guarantee under our senior secured credit facilities;
 
• are effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including


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such guarantor’s guarantee under our senior secured credit facilities), to the extent of the value of the assets securing such debt;
 
• are structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the notes;
 
• rank equally in right of payment to all of the applicable guarantor’s future senior subordinated debt; and
 
• rank senior in right of payment to all of the applicable guarantor’s future subordinated debt and other obligations that are, by their terms, expressly subordinated in right of payment to the notes.
 
As of March 31, 2007, we and our guarantors had $669.8 million of senior indebtedness, all of which was indebtedness under our senior secured credit facilities to which the notes and the related guarantees are subordinated, and no senior subordinated indebtedness other than the notes and the related guarantees.
 
Optional redemption We may redeem some or all of the notes prior to May 15, 2010 for cash at a redemption price equal to 100% of their principal amount plus a “make-whole” premium (as described in “Description of the Notes — Optional Redemption”), plus accrued and unpaid interest to the redemption date. We may redeem some or all of the notes at any time on or after May 15, 2010 at the redemption prices set forth under “Description of the Notes — Optional Redemption” plus accrued and unpaid interest on the notes to the date of redemption.
 
Optional redemption after certain equity offerings On or before May 15, 2009, we may redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of one or more equity offerings at 109.875% of the principal amount of the notes, plus accrued and unpaid interest, if at least 65% of the aggregate principal amount of the notes originally issued remains outstanding after such redemption. See “Description of the Notes — Optional Redemption.”
 
Change of control offer Upon the occurrence of a change of control, you will have the right, as holders of the notes, to require us to repurchase some or all of your notes at 101% of their face amount, plus accrued and unpaid interest to the repurchase date. See “Description of the Notes — Repurchase at the Option of Holders — Change of Control.”
 
We may not be able to pay you the required price for the notes you present to us at the time of a change of control because we may not have enough funds at that time or terms of our senior debt may prevent us from making such payment.
 
Certain indenture provisions The indenture governing the notes contains covenants limiting our ability and the ability of our restricted subsidiaries to:
 
• incur additional debt or issue certain preferred shares;


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• pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
 
• make certain investments;
 
• sell certain assets;
 
• create liens on certain assets to secure debt;
 
• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
 
• enter into certain transactions with our affiliates; and
 
• designate our subsidiaries as unrestricted subsidiaries.
 
These covenants are subject to a number of important limitations and exceptions. See “Description of the Notes.”
 
Certain Indenture Provisions The indenture governing the notes contains covenants limiting our ability and the ability of most or all of our subsidiaries to:
 
• incur additional debt or issue certain preferred shares;
 
• pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
 
• make certain investments; sell certain assets;
 
• create liens on certain debt without securing the notes;
 
• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
 
• enter into certain transactions with our affiliates; and
 
• designate our subsidiaries as unrestricted subsidiaries.
 
These covenants are subject to a number of important limitations and exceptions. See “Description of Notes.”
 
Absence of Public Market The exchange notes will generally be freely transferable (subject to certain restrictions discussed in “Exchange Offers; Registration Rights”) but will be a new issue of securities for which there will not initially be a market. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market for the exchange notes, as permitted by applicable laws and regulations. However, they are not obligated to do so and may discontinue any such market making activities at any time without notice.
 
Listing We do not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system.
 
Use of Proceeds We will not receive any cash proceeds from the exchange offer. For a description of the use of proceeds from the private offering of the outstanding notes, see “Use of Proceeds.”
 
Risk Factors See “Risk Factors” for a description of some of the risks you should consider before deciding to participate in the exchange offer.


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SUMMARY OF HISTORICAL AND UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL AND OTHER DATA
 
Set forth below is summary historical condensed consolidated financial data for SPC and Radio Holdings, and summary unaudited pro forma condensed consolidated financial data for Radio Holdings, at the dates and for the periods indicated. The operating data for the period from January 1, 2006 through May 4, 2006 and the period from May 5, 2006 through December 31, 2006 and for each of the years in the three-year period ended December 31, 2005 have been derived from the historical consolidated financial statements included elsewhere in this prospectus (except for the year 2003, which are not included herein), which have been audited. The summary unaudited historical condensed consolidated financial data for SPC and Radio Holdings for the three months ended March 31, 2006 and 2007, respectively, are derived from the unaudited historical consolidated financial statements included elsewhere in this prospectus. The unaudited historical condensed consolidated financial statements include, in management’s opinion, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations for such periods in accordance with GAAP. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of the results that can be expected for the year ending December 31, 2007.
 
The consolidated results of operations of SPC included in this prospectus reflect as discontinued operations the results of those operations that were sold or distributed prior to our acquisition of SPC. See the notes to the audited consolidated financial statements of SPC included in this prospectus. Continuing operations include two segments: Radio and Other. In accordance with GAAP, we are required to allocate to continuing operations substantially all of the corporate level general and administrative expenses for SPC, which were previously shared among SPC’s cable, dinnerware, real estate and radio operations. Radio includes all radio broadcasting operations and corporate level general and administrative expenses allocated to Radio based on management’s best estimates of the percentage of effort dedicated to radio-related tasks or incremental costs incurred, whichever is deemed most appropriate in the circumstances. The portion of these costs that was not internally allocated to Radio is recorded in Other. The portion that was internally allocated to Radio includes amounts paid to SPC and SPC’s direct subsidiary, Susquehanna Media Co. (“Media”), for shared services, which included treasury services, internal audit, external reporting functions, payroll services and employee benefits, administrative and other functions, under a management agreement that was terminated in connection with the Acquisition. For more detailed information on these two segments, see the notes to the audited consolidated financial statements of SPC.
 
The summary unaudited pro forma condensed consolidated statement of operations data presented in this section give effect to the following:
 
  •  the Acquisition;
 
  •  interest expense for the issuance of $250 million of the notes;
 
  •  interest expense for the borrowings of $700 million of term loans under our senior secured credit facilities;
 
  •  the elimination of certain corporate level general and administrative expenses;
 
  •  the elimination of minority interests, the impact of the SPC tax-sharing agreement and certain other liabilities retained by the selling stockholders of SPC; and
 
  •  elimination of certain interest expense due to the repayment of SPC’s then-existing indebtedness.
 
We refer to these adjustments as the “Pro Forma Adjustments” in this prospectus.
 
The summary unaudited pro forma condensed consolidated statement of operations data and other financial data give effect to the Pro Forma Adjustments as if they had occurred on January 1, 2006. The Pro Forma Adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The summary unaudited pro forma condensed consolidated financial data are presented for informational purposes only and do not purport to represent what the results of operations of Radio Holdings actually would have been had the foregoing transactions actually occurred on the date indicated, and the data do not purport to project the results of operations for any future period or as of any future date.


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The summary historical and unaudited pro forma condensed consolidated financial data should be read in conjunction with “Unaudited Pro Forma Condensed Consolidated Statement of Operations Information,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.
 
                                                                       
    (Dollars in thousands)  
    SPC       Radio Holdings       SPC       Radio Holdings  
                      January 1, 2006
 		      May 5, 2006 to
 		    Pro Forma Year
 		      Three Months
 		      Three Months
 		 
    Year Ended December 31,     to May 4,
 		      December 31,
 		    Ended
 		      Ended March 31,
 		      Ended March 31,
 		 
    2003     2004     2005     2006       2006     December 31, 2006       2006       2007  
                                    (Unaudited)       (Unaudited)       (Unaudited)  
Statement of Operations Data:
                                                                     
Net revenues
  $  228,966     $  231,058     $  231,587     $ 65,987       $  156,704     $  223,109       $ 49,211       $ 46,667  
Operating expenses:
                                                                     
Station operating expense excluding depreciation and amortization and including non-cash contract termination costs of $6,723 for the period May 5, 2006 through December 31, 2006
    147,748       147,608       152,542       49,510         92,660       139,190         31,771         26,813  
Corporate general and administrative expenses(1)
    17,917       20,297       24,708       31,029         4,106       7,425         6,254         1,683  
Depreciation and amortization, including pre-sold advertising amortization of $23,023 for the period May 5, 2006 through December 31, 2006(2)
    7,691       7,759       7,401       2,421         30,963       35,508         1,790         2,834  
Gain on sale of assets(3)
    —       (10,151 )     (300 )     —         —       —         —         —  
Costs related to sale of business, principally advisory fees
    —       —       —       14,513         —       —         —         —  
                                                                       
Total operating expenses
    173,356       165,513       184,351       97,473         127,729       182,123         39,815         31,330  
Operating income (loss) from continuing operations
    55,610       65,545       47,236       (31,486 )       28,975       40,986         9,396         15,337  
Non-operating income (expense) from continuing operations:
                                                                     
Interest expense, net(4)
    (18,820 )     (19,841 )     (17,141 )     (4,638 )       (54,061 )     (80,369 )       (4,466 )       (19,508 )
Loss on early extinguishment of debt(5)
    —       (3,024 )     —       (6,492 )       —       —         (6,492 )       —  
Other income (expense)
    (168 )     261       —       —         (1,702 )     (27 )       225         (9 )
                                                                       
Income (loss) from continuing operations before income taxes and minority interest
    36,622       42,941       30,095       (42,616 )       (26,788 )     (39,410 )       (1,337 )       (4,180 )
Provision (benefit) for income taxes
    (15,591 )     17,543       4,541       (16,640 )       (8,185 )     (12,040 )       109         (1,856 )
Minority interest (loss)(6)
    (4,869 )     (8,507 )     1,795       (1,368 )       —       —         (471 )       —  
                                                                       
Earnings (loss) from continuing operations
  $ 16,162     $ 16,891     $ 27,349     $ (27,344 )     $ (18,603 )   $ (27,370 )       (1,917 )       (2,324 )
                                                                       
Other Financial Data:
                                                                     
Station Operating Income(7)
  $ 81,218     $ 83,450     $ 79,045     $ 16,477       $ 64,044     $ 83,919       $ 17,440       $ 19,854  
Cash provided by (used in) operating activities
    85,126       119,903       60,491       (204,009 )       22,656       —         4,434         6,843  
Cash provided by (used in) investing activities
    (60,129 )     (169,868 )     (3,191 )     719,806         (1,220,515 )     —         (7,970 )       (179 )
Cash provided by (used in) financing activities
    (19,836 )     45,469       (56,766 )     (523,134 )       1,205,707       —         (3,886 )       (11,750 )
Capital Expenditures
    8,397       7,820       7,238       8,522         472       472         6,098         179  
Ratio of Earnings to Fixed Charges:(8)
    2.83       3.03       2.63       **         **       **         **         **  
 
** Not applicable.


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Balance Sheet Data of Radio Holdings (dollars in thousands):
 
                 
    March 31,
 		    December 31,
 		 
    2007     2006  
    (Unaudited)        
 
Cash and Equivalents
  $ 2,762     $ 7,848  
Working capital
    24,616       32,602  
Net intangible assets (including deferred financing costs)
    1,363,014       1,364,424  
Total assets
    1,493,618       1,503,861  
Debt (including current portion of long-term debt)
    919,750       931,500  
Total stockholders’ equity
    288,346       290,740  
 
 
(1) Corporate general and administrative expenses during the historical periods consist of substantially all of the corporate level general and administrative expenses for SPC, which were previously shared among SPC’s cable, dinnerware, real estate and radio operations. The portion of these expenses that were not internally allocated to Radio are recorded in Other. The portion that was internally allocated to Radio includes amounts paid to SPC and Media for SPC’s corporate management and shared services under a management agreement that was terminated in connection with the Acquisition. Corporate general and administrative expenses on a pro forma basis reflect a decrease primarily relating to the elimination of certain costs and a replacement of those costs with the annual cash fee payable under the management agreement with Cumulus equal to the greater of $4 million or 4% of Holdings’ consolidated free cash flows (as described in the management agreement with Cumulus) with certain adjustments and the annual cash fee payable to the Sponsors under the advisory services agreement equal to the greater of $1 million or 1% of Holdings’ consolidated free cash flows with certain adjustments. See the notes to the audited consolidated financial statements of SPC for segment information for continuing operations.
 
(2) For the years ended December 31, 2003, 2004 and 2005, the portion of depreciation and amortization attributable to SPC’s radio operations was $6.5 million, $6.6 million and $6.2 million, respectively and for the three months ended March 31, 2006, was $1.5 million. See the notes to the audited consolidated financial statements of SPC for segment information for continuing operations.
 
(3) On November 12, 2004, SPC’s subsidiary, Susquehanna Media Co., sold the assets of a radio station for $11.5 million in cash. The gain on the sale recognized in 2004 was $10.2 million. An additional $0.3 million of gain was recognized in 2005. See notes to the audited consolidated financial statements of SPC for additional information.
 
(4) Interest expense attributable to SPC’s radio operations for the years ended December 31, 2003, 2004 and 2005 was $6.9 million, $8.0 million and $4.1 million, respectively, and for the three months ended March 31, 2006, was $0.7 million. Interest expense for the year ended December 31, 2004 includes $3.6 million of interest and $0.1 million of other expense related to the summary judgment granted in favor of Bridge Capital Investors II against SPC’s indirect subsidiary, Susquehanna Radio Corp., by the United States District Court for the Northern District of Georgia on January 26, 2005. Pro forma interest expense includes amortization of capitalized debt issuance cost.
 
(5) Represents a $3.0 million loss on debt extinguishment (including $0.9 million charge for unamortized deferred financing costs) incurred in 2004 relating to the redemption of SPC’s then-outstanding 8.5% senior subordinated notes due 2009. See the notes to the audited consolidated financial statements of SPC for additional information.
 
(6) Represents changes in the value of (a) outstanding shares under Susquehanna Radio Corp.’s Employee Stock Plan (“ESOP”) that allowed certain key employees to purchase Susquehanna Radio Corp.’s Class B non-voting common stock and (b) outstanding shares of station subsidiaries owned by persons other than SPC and its subsidiaries. Those shares and other interests were redeemed or eliminated prior to, or in connection with the Acquisition. See the notes to the audited consolidated financial statements of SPC for additional information.


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(7) We define Station Operating Income as operating income from continuing operations plus corporate general and administrative expenses, depreciation and amortization, gain on sale of assets and costs related to sale of business.
 
We believe that Station Operating Income is the most frequently used financial measure in determining the market value of a radio station or group of stations. We have observed that Station Operating Income is commonly employed by firms that provide appraisal services to the broadcasting industry in valuing radio stations. Given its relevance to the estimated value of a radio station, we believe, and our experience indicates, that investors consider the measure to be useful in order to determine the value of our portfolio of stations. We believe that Station Operating Income is the most commonly used financial measure employed by the investment community to compare the performance of radio station operators. Finally, Station Operating Income is the primary measure that our management uses to evaluate the performance and results of our stations. As a result, in disclosing Station Operating Income, we are providing investors with an analysis of our performance that is consistent with that which is utilized by our management.
 
Station Operating Income is not a recognized term under GAAP and does not purport to be an alternative to operating income from continuing operations as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Station Operating Income is not intended to be a measure of free cash flow available for dividends, reinvestment in our business or other management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Station Operating Income should be viewed as a supplement to, and not a substitute for, results of operations presented on the basis of GAAP. We compensate for the limitations of using Station Operating Income by using it only to supplement our GAAP results to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone. Station Operating Income has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Moreover, because not all companies use identical calculations, these presentations of Station Operating Income may not be comparable to other similarly titled measures of other companies. The following table reconciles operating income (loss) from continuing operations, which we believe is the most directly comparable GAAP financial measure, to Station Operating Income:
 
                                                                       
    (Dollars in thousands)  
    SPC       Radio Holdings       SPC       Radio Holdings  
                      January 1,
 		            Pro Forma
 		      Three Months
 		      Three Months
 		 
                      2006
 		      May 5, 2006 to
 		    Year Ended
 		      Ended
 		      Ended
 		 
    Year Ended December 31,     to May 4,
 		      December 31,
 		    December 31,
 		      March 31,
 		      March 31,
 		 
    2003     2004     2005     2006       2006     2006       2006       2007  
                                    (Unaudited)       (Unaudited)       (Unaudited)  
Operating income (loss) from continuing operations
  $ 55,610     $ 65,545     $ 47,236     $ (31,486 )     $ 28,975     $ 40,986       $ 9,396       $ 15,337  
Corporate general and administrative expenses
    17,917       20,297       24,708       31,029         4,106       7,425         6,254         1,683  
Depreciation and amortization
    7,691       7,759       7,401       2,421         30,963       35,508         1,790         2,834  
Gain on sale of assets
    —       (10,151 )     (300 )     —         —       —         —         —  
Costs related to sale of business, principally advisory fees
    —       —       —       14,513         —       —         —         —  
                                                                       
Station Operating Income
  $ 81,218     $ 83,450     $ 79,045     $ 16,477       $ 64,044     $ 83,919       $ 17,440       $ 19,854  
                                                                       
 
(8) For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest on all indebtedness, amortization of capitalized financing costs and an estimated interest component on rents. Earnings were inadequate to cover fixed charges by $42.6 million for the period January 1, 2006 to May 4, 2006, $26.8 million for the period May 5, 2006 to December 31, 2006, $39.4 million in 2006 (pro forma), $1.3 million for the three-month period ended March 31, 2006 and $4.2 million for the three-month period ended March 31, 2007.


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RISK FACTORS
 
You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before participating in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your original investment.
 
Risks Related to the Exchange Offer
 
If you choose not to exchange your outstanding notes in the exchange offer, the transfer restrictions currently applicable to your outstanding notes will remain in force and the market price of your outstanding notes could decline.
 
If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the applicable outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to “The Exchange Offer” for information about how to tender your outstanding notes.
 
The tender of outstanding notes under the exchange offer will reduce the outstanding principal amount of the outstanding notes, which may have an adverse effect upon and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.
 
As a result of the exchange offer, increased costs associated with corporate governance compliance may significantly affect our results of operations.
 
The Sarbanes-Oxley Act of 2002 will require changes in some of our corporate governance and securities disclosure and compliance practices, and will require a review of our internal control procedures. We expect these developments to increase our legal compliance and financial reporting costs. These developments could also make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur higher costs to obtain coverage. In addition, they could make it more difficult for us to attract and retain qualified members of our board of directors, or qualified executive officers. We are presently evaluating and monitoring regulatory developments and cannot estimate the timing or magnitude or additional costs we may incur as a result.
 
Our internal control over financial reporting may not be adequate and our independent registered public accounting firm may not be able to certify as to their adequacy, which could have a significant and adverse effect on our business and reputation.
 
We are evaluating Radio Holdings’ internal control over financial reporting in order to allow management to report on, and our independent registered public accounting firm to attest to, our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002 and rules and regulations of the Securities and Exchange Commission thereunder, which we refer to as Section 404. We are currently performing the system and process evaluation and testing required (and any necessary remediation) in an effort to comply with management certification and auditor attestation requirements of Section 404. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the adequacy of our internal control over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. As a result, there could be an adverse reaction in the financial markets due to a loss of confidence in the reliability of our


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financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could adversely affect our results.
 
Risks Related to Our Business
 
We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness, including the notes.
 
We have a substantial amount of indebtedness. As of March 31, 2007, our total indebtedness was $919.8 million, including the notes. We also have an additional $100 million available for borrowing under our senior secured revolving credit facility.
 
Our substantial indebtedness could have important consequences for you, including:
 
  •  making it more difficult for us to make payments on the notes;
 
  •  increasing our vulnerability to general economic downturns and adverse industry conditions;
 
  •  requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
 
  •  exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, will be at variable rates of interest;
 
  •  restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
 
  •  limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and
 
  •  limiting our ability to adjust to changing market conditions and placing us at a disadvantage compared to our competitors who have less debt.
 
We and our restricted subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indenture governing the notes. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.
 
Our debt agreements contain restrictions that limit our flexibility in operating our business.
 
Our senior secured credit agreement and the indenture governing the notes contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our and our restricted subsidiaries’ ability to, among other things:
 
  •  incur additional indebtedness or issue preferred stock;
 
  •  pay dividends on or make distributions in respect of our capital stock or make other restricted payments;
 
  •  make certain investments;
 
  •  sell certain assets;
 
  •  create liens on certain assets to secure debt;
 
  •  consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
 
  •  enter into certain transactions with our affiliates; and
 
  •  designate our subsidiaries as unrestricted subsidiaries.


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In addition, our senior secured credit agreement includes other more restrictive covenants and prohibits us from prepaying our other indebtedness, including the notes, while borrowings under the senior secured credit facilities are outstanding. Our senior secured credit agreement also requires us to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet these ratios and tests.
 
A breach of any of these covenants or our inability to comply with the required financial ratios and tests could result in a default under our senior secured credit agreement or the indenture. Upon the occurrence of an event of default under our senior secured credit agreement, the lenders could elect to declare all amounts outstanding under the senior secured credit agreement to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral under the senior secured credit agreement. If the lenders under the senior secured credit agreement accelerate the repayment of borrowings, we may be forced to liquidate certain assets to repay all or part of the senior secured credit agreement, and we cannot assure you that sufficient assets will remain after we have paid all of the borrowings under the senior secured credit agreement and any other senior debt to repay the notes. This risk is exacerbated by the regulatory restrictions associated with radio stations, including FCC licensing, which may make the market for these assets less liquid and increase the chances that these assets will be liquidated at a significant loss.
 
Due to the effect of discontinued operations, SPC’s historical consolidated financial statements included in this prospectus are not representative of our results and will not be comparable to our future financial statements.
 
The audited consolidated results of operations of SPC included in this prospectus reflect as discontinued operations the results of operations of SPC’s non-radio assets. In accordance with GAAP, we are required to allocate to continuing operations substantially all of the corporate level general and administrative expenses for SPC, which were previously shared among SPC’s cable, dinnerware, real estate and radio operations. In addition, SPC’s audited consolidated balance sheets included in this prospectus include assets of continuing operations as well as SPC’s non-radio assets held for sale classified as “Assets held for sale,” and SPC’s audited consolidated statements of cash flows include the cash flows of both the continuing and discontinued operations of SPC for the periods presented. Additionally, as a result of the Transactions, our assets have been recorded at fair market value in accordance with purchase accounting treatment under GAAP. Finally, for periods after the Acquisition, including the period from Acquisition to December 31, 2006 presented in this prospectus, we are reporting Radio Holdings’ consolidated financial statements in lieu of separate consolidated financial statements of CMP or SPC. Accordingly, Radio Holdings’ financial statements (included in this prospectus and expected to be the basis for our future public reporting) are not comparable to the historical financial statements of SPC included in this prospectus.
 
We operate in a very competitive business environment.
 
The radio broadcasting industry is very competitive. Our stations compete for listeners and advertising revenues directly with other radio stations (including satellite and internet radio) within their respective markets, and some of the owners of those competing stations have much greater financial resources than we do. Our stations also compete for advertising revenue with other media, such as cable television, newspapers, magazines, direct mail, compact discs, music videos, the Internet and outdoor advertising. In addition, many of our stations compete with groups of two or more radio stations operated by a single operator in the same market.
 
Audience ratings and market shares fluctuate, and any adverse change in a particular market could have a material adverse effect on the revenue of stations located in that market. While we already compete with other stations with comparable programming formats in many of our markets, any one of our stations could suffer a


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reduction in ratings or revenue and an increase in promotion and other expenses, and, consequently, could have a lower Station Operating Income, if:
 
  •  another radio station in the market were to convert its programming format to a format similar to our station or launch aggressive promotional campaigns;
 
  •  a new station were to adopt a competitive format; or
 
  •  an existing competitor were to strengthen its operations.
 
The Telecommunications Act of 1996 (the “Telecom Act”) allows for the consolidation of ownership of radio broadcasting stations in the markets in which we operate or may operate in the future. Increased consolidation in our target markets may result in greater competition, including competition for acquisition properties and a corresponding increase in purchase prices we may have to pay for these properties.
 
A decrease in our market ratings or market share can adversely affect our revenues.
 
The success of each of our radio stations is primarily dependent upon its share of the overall advertising revenue within its market. Although we believe that each of our stations can compete effectively in its market, we cannot be sure that any of our stations can maintain or increase its current audience ratings or market share. In addition to competition from other radio stations and other media, shifts in population, demographics, audience tastes and other factors beyond our control could cause us to lose our audience ratings or market share. Our advertising revenue may suffer if any of our stations cannot maintain its audience ratings or market share.
 
Our results of operations could be adversely affected by a downturn in the U.S. economy or in the economies of the regions in which we operate.
 
Revenue generated by our radio stations depends primarily upon the sale of advertising, particularly to local advertisers in the markets in which we operate. Advertising expenditures, which we believe to be largely a discretionary business expense, generally tend to decline during an economic recession or downturn. Consequently, a recession or downturn in the national economy or the economy of an individual geographic market in which we own or operate stations could adversely affect our advertising revenue and, therefore, our results of operations. Our advertising revenues could be materially adversely affected by recessions, which may be triggered by economic forces such as the business cycle or by cataclysmic human events. For example, our advertising revenue declined in 2001 due in large part to the economic recession and the terrorist attack on September 11, 2001, which caused a nationwide disruption of commercial and leisure activities. Future acts of war and terrorism against the United States, and the country’s response thereto, could cause our advertising revenues to decline due to advertising cancellations, delays or defaults in payment for advertising time, and the adverse impact on the general economic activity in the United States.
 
A concentration of stations in any particular market intensifies our exposure to regional economic declines. We are particularly dependent on advertising revenue from the San Francisco, Dallas, Atlanta and Houston markets, which generated in the aggregate approximately 72% of our revenues and 87% of our Station Operating Income for the year ended December 31, 2006. An economic decline in these markets could adversely impact our cash flow and results of operations.
 
Even in the absence of a general recession or downturn in the economy, an individual business sector that tends to spend more on advertising than other sectors might be forced to reduce its advertising expenditures if that sector experiences a downturn. If that sector’s spending represents a significant portion of our advertising revenues, any reduction in its expenditures may affect our revenue.
 
Our future success is dependent upon the continued availability of Cumulus management and key personnel.
 
In connection with the Acquisition, our indirect parent, Holdings, entered into a management agreement with Cumulus under which Cumulus provides management services to us, including operations services and


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corporate development services, and the executive officers of Cumulus serve as our executive officers. Our ability to successfully execute our strategy will depend upon, among other things, the efforts and abilities of the Cumulus management and key personnel and the integration of Cumulus management with and into our operations, as well as the operational efficiencies that we expect to result from the common management of the station portfolios of Cumulus and our company.
 
As a result of the Acquisition, the duties and responsibilities of the officers of Cumulus have increased significantly. While the management agreement requires Cumulus to apply the same level of diligence and dedication in managing our businesses as it applies in managing its businesses, the individual officers do not receive separate compensation from us, including any performance-based compensation, which may reduce their incentives to devote the same level of efforts to managing our businesses. Furthermore, our management agreement with Cumulus does not restrict Cumulus or its affiliates from managing any other radio companies.
 
In addition, although Holdings has the right to terminate the management agreement at any time, including in the event of specified Cumulus management changes, the management agreement does not guarantee the continued services of any of the Cumulus executive officers, and there is no assurance that any such officers will continue to remain with Cumulus and thus serve as our executive officers. The management agreement also has a limited term of three years, subject to our right to renew for an additional term of two years. Because we are highly reliant on Cumulus management to implement our operating policies and strategies, in the event we are not able to renegotiate the management agreement upon expiration we face the risk that no suitable replacement will be found in a timely fashion or at all. If we are unable to find a suitable replacement, we may not be able to execute our business strategy, which in turn could have a material adverse effect on our business, financial condition and results of operations. See “Certain Relationships and Related Party Transactions — Cumulus Management Agreement.”
 
There are conflicts of interest in our relationship with Cumulus.
 
Under the equityholders’ agreement that was entered into in connection with the Acquisition, our ultimate parent, Media Partners, must allow Cumulus the right to pursue first any business opportunity primarily involving markets other than the top 50 radio broadcasting markets in the United States. We are allowed to pursue such business opportunities only after Cumulus has declined to pursue them. As a result, we may be limited in our ability to pursue any strategic acquisitions or alternatives primarily involving markets other than the top 50 that may present attractive opportunities for us in the future. Similarly, Cumulus is not prohibited from pursuing any business opportunities primarily involving the top 50 radio broadcasting markets in the United States under the terms of the equityholders’ agreement but may pursue such opportunities, subject to our right of first refusal. Cumulus could, therefore, acquire other stations in our markets. See “Certain Relationships and Related Party Transactions — Equityholders’ Agreement.” Other circumstances could also arise where our interests might be different from those of Cumulus. For example, Cumulus could manage other radio companies with stations in our markets that compete with our stations.
 
Our radio stations depend on certain on-air personalities, the loss of whom could have a material adverse effect.
 
Our radio stations employ or independently contract with several on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective broadcast areas. These on-air personalities are sometimes significantly responsible for the ranking of a station, and thus, the ability of the station to sell advertising. We cannot assure you that these individuals will remain with our radio stations or will retain their audiences. The loss of one or more of these personalities could result in a short-term loss of audience share in that particular market.
 
We must respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive.
 
The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of new media technologies and services. In some cases, our ability to compete for listeners will be


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dependent on our acquisition of new technologies and our provision of new services, and we cannot assure you that we will have the resources to acquire those new technologies or provide those new services; in other cases, the introduction of new technologies and services will increase competition and have an adverse effect on our revenue. The new media technologies and services include the following:
 
  •  audio programming by cable television systems, direct broadcast satellite systems, Internet content providers (both landline and wireless), Internet based audio radio services, satellite delivered digital audio radio service and other digital audio broadcast formats;
 
  •  HD Radiotm digital radio, which could provide multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;
 
  •  low power FM radio, which could result in additional FM radio broadcast stations in markets where we have stations; and
 
  •  other digital audio recording and listening devices, such as iPodstm.
 
Although we have pursued Internet opportunities, such as online streaming and incorporating advertisement replacement technologies into streams, and have invested in a developer of digital audio broadcast technology and substantially completed its implementation across our station portfolio, we cannot assure you that these initiatives will be successful or enable us to compete effectively with other market participants, including those who have adopted similar or other new media technologies.
 
In addition, Arbitron has proposed implementing a new electronic radio rating system that would allow radio stations to get immediate and detailed audience ratings. We do not know when or to what extent the radio industry will adopt the new electronic rating system, nor whether the information obtained from this new system will affect our audience ratings.
 
We also cannot assure you that we will continue to have the resources to acquire other new technologies or to introduce new services to compete effectively with other market participants. We cannot predict the effect, if any, that competition arising from new media technologies and services may have on the radio broadcasting industry or on our business.
 
We may not be able to successfully execute our portfolio development strategy.
 
As part of our business strategy, we may pursue strategic acquisitions of radio station clusters and individual radio stations, as well as strategic alternatives, such as asset swaps. We cannot predict whether we will be successful in pursuing these acquisitions or alternatives or what their consequences will be. Consummation of any acquisitions or strategic alternatives in the future will be subject to various conditions, such as compliance with the FCC rules and policies, including prior approval of the FCC with respect to the transfer of control or assignment of the broadcast licenses of the acquired stations, and antitrust regulatory requirements. We cannot be certain that any of these conditions will be satisfied. In addition, the integration of acquisitions involves numerous risks, including difficulty integrating the operations, systems and management of a station or group of stations, the potential loss of key employees of acquired stations, diverting management’s attention from other business concerns, and difficulty successfully operating in markets in which we may have little or no prior experience. There can be no assurance that any future acquisitions or alternatives will be as successful as past acquisitions, and future acquisitions or alternatives may not increase our cash flow or yield other anticipated benefits. Our failure to integrate and successfully manage newly acquired stations could have a material adverse effect on our business and operating results.
 
Because a significant portion of our total assets is represented by intangible assets and goodwill that is subject to mandatory, annual impairment evaluations, we could in the future be required to write off a significant portion of these assets, which may adversely affect our financial condition and results of operations.
 
As of December 31, 2006, our FCC broadcast licenses and other intangible assets constituted 90.7% of our total assets (excluding our assets held for sale relating to discontinued operations). Each year, we are


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required by SFAS No. 142, Goodwill and Other Intangible Assets, to assess the fair value of our FCC broadcast licenses and other intangible assets to determine whether the fair value of those assets is impaired. Our future impairment reviews could result in impairment charges. Any impairment charges would reduce our reported earnings for the period in which they are recorded.
 
We are indirectly owned and controlled by Cumulus and the Sponsors, and their interests as equity holders may conflict with yours as a creditor.
 
Cumulus and affiliates of the Sponsors collectively beneficially own, indirectly, through their ownership in our ultimate parent company, 100% of our capital stock. As a result, they have the ability to elect all members of our board of directors and thereby control our policies and operations. Their interests may not in all cases be aligned with your interests. For example, if we encounter financial difficulties or are unable to pay our indebtedness as it matures, the interests of our equity holders might conflict with your interests as a noteholder. In addition, our equity holders may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the notes. As long as Cumulus and affiliates of the Sponsors continue to indirectly own a significant amount of our combined total voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.
 
Licensing and ownership rules may limit the growth of our radio broadcasting operations.
 
The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act of 1934 (the “Communications Act”). FCC approval is required for the issuance, renewal or transfer of radio broadcast station operating licenses. Our success depends on acquiring and maintaining broadcast licenses issued by the FCC, which are typically issued for a maximum term of eight years, and are subject to renewal. While we believe that the FCC will approve applications for renewal of our existing broadcast licenses when made, we cannot guarantee that pending or future renewal applications submitted by us will be approved, or that renewals will not include conditions or qualifications that could adversely affect our operations. Part of the regulatory risk stems from the ability of interested third parties to challenge our renewal applications at the FCC and to file complaints with the DOJ. Also, if we or any of our stockholders, officers or directors violate the FCC’s rules and regulations or the Communications Act, or are convicted of a felony, the FCC may commence a proceeding to impose sanctions upon us. Examples of sanctions include the imposition of fines, the revocation of one or more of our broadcast licenses or the renewal of one or more of our broadcast licenses for a term of fewer than eight years. If the FCC were to issue an order denying a license renewal application or revoking the license of one of our stations, and we were unable to have the FCC or the courts reverse that order, we would be forced to cease operating the radio station.
 
In addition, the Communications Act and FCC rules impose specific limits on the number of stations an entity can own in a single market. Those ownership rules may affect our acquisition strategy because they may prevent us from acquiring additional stations in a particular market. We may also be prevented from engaging in an asset swap transaction if the asset swap would cause us to violate these rules.
 
The FCC has indicated that it will no longer, on its own initiative, examine the advertising revenue share of an entity when it proposes to acquire one or more stations in a particular market when the FCC reviews the assignment or transfer application for that acquisition. However, the FCC retains the right to consider advertising revenue shares in response to an objection to the application or its own initiatives. In addition, the DOJ, either directly through its administration of the Hart-Scott-Rodino pre-merger notification requirements, or generally, has taken an active role in reviewing certain acquisitions of stations and, in some instances, has conditioned its clearance on the buyer’s agreement not to acquire or later sell one or more stations to limit the buyer’s revenue share in the market.
 
In 2001, the FCC began rulemaking proceedings on two of its broadcast ownership rules — the “broadcast-newspaper cross-ownership rule” and the “local radio ownership rule.” In September of 2002, the FCC issued a Notice of Proposed Rulemaking, or NPRM, in which it sought comment on its four other


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broadcast ownership rules: the “television-radio cross-ownership rule”; the “dual-television network rule”; the “local television multiple-ownership rule”; and the “national television ownership rule.” The September NPRM consolidated the three proceedings into a single biennial review for all broadcast ownership rules; such biennial reviews were then required in accordance with the Telecom Act. In June 2003, the FCC adopted a set of revised local and national ownership rules that further relaxed its broadcast ownership restrictions to permit some additional ownership consolidation. In August 2003, a number of parties appealed the FCC’s revised rules, and the United States Court of Appeals for the Third Circuit in Philadelphia was selected to hear all of the appeals. The Third Circuit, in September 2003, granted a stay of the new rules shortly before they were to go into effect, with the exception of the national television ownership rule which was modified in January 2004 by Congress, thereby mooting all reconsideration and appeals of that issue.
 
In June 2004, the Third Circuit remanded to the FCC for further explanation or modification many of the ownership rule changes that affect the radio broadcasting business, including the FCC decision to retain the existing limitations on the number of radio stations an entity can own in a particular market. However, the court indicated its approval of the FCC’s decisions to use Arbitron Metro markets to define local radio markets, to count non-commercial educational radio stations in determining the size of a market, and to attribute ownership in a radio station to a party who sells advertising on a station under a joint sales agreement if that party has another station in the same market. As to these approved changes, in September 2004, the Third Circuit granted an FCC motion and partially lifted its stay on the implementation of these rules. Thus, at the present time, the FCC is processing radio broadcast applications for new stations and for consent to assignments of license and transfers of control under its June 2003 rules. The FCC is expected to initiate a new rulemaking proceeding in the near future to consider the Third Circuit’s decision. That rulemaking proceeding could result in changes in FCC rules related to the radio broadcast industry, including rules which limit the number of radio stations an entity can own in a single market. We cannot predict what those changes will be or whether they will have an adverse effect on our current business or our strategies for the future.
 
In recent years, the FCC has engaged in more vigorous enforcement of its indecency rules against the broadcast industry, which could have a material adverse effect on our business.
 
FCC regulations prohibit the broadcast of “obscene” material at any time and “indecent” material between the hours of 6:00 a.m. and 10:00 p.m. The FCC has recently increased its enforcement efforts with respect to these regulations. Furthermore, Congress has introduced legislation that would substantially increase the penalties for broadcasting indecent programming and potentially subject broadcasters to license revocation, renewal or qualification proceedings in the event that they broadcast indecent material. We may in the future become subject to inquiries or proceedings related to our stations’ broadcast of allegedly indecent or obscene material. To the extent that such an inquiry or proceeding results in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our results of operations and business could be materially affected.
 
Risks Related to the Notes
 
To service our indebtedness and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
 
On a pro forma basis after giving effect to the Pro Forma Adjustments, our interest expense for the year ended December 31, 2006 would have been $80.4 million. Our ability to generate sufficient cash flow from operations to make scheduled interest and principal payments on our indebtedness, including the notes, and to fund working capital, capital expenditures and other cash needs will depend on our future financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior secured credit facilities in amounts sufficient to enable us to service our indebtedness, including the notes, or to fund our other liquidity needs.


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If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit agreement and the indenture governing the notes will restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.
 
Because the notes are not secured, your right to receive payments on the notes is effectively junior to those lenders who have a security interest in our assets.
 
Our obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our senior secured credit facilities and each guarantor’s obligations under their respective guarantees of the senior secured credit facilities are secured by a first priority security interest in substantially all of our and our guarantors’ tangible and intangible assets and all of our capital stock and the capital stock of each of our existing and future domestic subsidiaries and 65% of the capital stock of our future wholly owned foreign subsidiaries. See “Description of Other Indebtedness — Senior Secured Credit Facilities.”
 
If we are declared bankrupt or insolvent, or if we default under our senior secured credit agreement, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture at such time. Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they may not be sufficient to satisfy your claims fully.
 
As of March 31, 2007, we had $669.8 million of senior secured indebtedness under our senior secured credit facilities, not including additional availability of $96.7 million under our senior secured revolving credit facility. The indenture governing the notes will permit us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness.
 
Your right to receive payments on the notes and the related guarantees is junior to the rights of the lenders under our senior secured credit facilities and any of our and the guarantors’ existing and future senior indebtedness.
 
The notes and the related guarantees are general unsecured obligations that are junior in right of payment to all of our and our guarantors’ existing and future senior indebtedness. As of March 31, 2007, we had approximately $669.8 million of senior indebtedness, all of which was indebtedness under our senior secured credit facilities, not including availability of $96.7 million under our senior secured revolving credit facility. We will also be permitted to incur substantial additional indebtedness, including senior indebtedness, in the future.
 
We and the guarantors may not pay principal, premium, if any, interest or other amounts on account of the notes or the related guarantees in the event of a payment default or certain other defaults in respect of our senior secured credit facilities, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, we or the guarantors may not be permitted to pay any amount on account of the notes or the related guarantees for a designated period of time. See “Description of the Notes — Subordination of the Notes.”
 
Because of the subordination provisions in the notes and the guarantees, in the event of a bankruptcy, liquidation or dissolution of us or a guarantor, our or the guarantor’s assets will not be available to pay


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obligations under the notes or the applicable guarantee until we have or the guarantor has, made all payments in cash on our or its senior indebtedness, respectively. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the notes or the applicable guarantee, including payments of principal, premium, if any, or interest when due.
 
We may not be able to repurchase the notes upon a change of control.
 
Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount plus accrued and unpaid interest. The source of funds for any such purchase of the notes will be our available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. We may not be able to repurchase the notes upon a change of control because we may not have sufficient financial resources to purchase all of the notes that are tendered upon a change of control. Further, we will be contractually restricted under the terms of our senior secured credit agreement from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our senior secured credit agreement. Our failure to repurchase the notes upon a change of control would cause a default under the indentures governing the notes and a cross default under the senior secured credit agreement. The senior secured credit agreement also provides that a change of control will be a default that permits lenders to accelerate the maturity of borrowings thereunder. Any of our future debt agreements may contain similar provisions.
 
We are a holding company with no independent operations. Our ability to repay our debt, including the notes, depends upon the performance of our subsidiaries and their ability to make distributions to us.
 
We are a holding company. All of our operations are conducted by our subsidiaries, and we will have no significant assets other than our interest in our subsidiaries. As a result, our cash flow and our ability to service our indebtedness, including our ability to pay the interest and principal amount of the notes when due, depends on the performance of our subsidiaries and their ability to distribute funds to us.
 
Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.
 
Federal and state fraudulent transfer and conveyance statutes may apply to the issuance of the notes and the incurrence of the guarantees. Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the notes or guarantees could be voided as a fraudulent transfer or conveyance if (1) we or any of the guarantors, as applicable, issued the notes or incurred the applicable guarantee with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for either issuing the notes or incurring the applicable guarantee and, in the case of (2) only, one of the following is also true at the time thereof:
 
  •  we or any of the guarantors, as applicable, were insolvent or rendered insolvent by reason of the issuance of the notes or the incurrence of the applicable guarantee;
 
  •  the issuance of the notes or the incurrence of the applicable guarantee left us or the guarantor, as applicable, with an unreasonably small amount of capital to carry on the business;
 
  •  we or any of the guarantors intended to, or believed that we or such guarantor would, incur debts beyond our or such guarantor’s ability to pay as they mature; or
 
  •  we or any of the guarantors was a defendant in an action for money damages, or had a judgment for money damages docketed against us or such guarantor if, in either case, after final judgment, the judgment is unsatisfied.
 
If a court were to find that the issuance of the notes or the incurrence of the guarantee was a fraudulent transfer or conveyance, the court could void the payment obligations under the notes or such guarantee or


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further subordinate the notes or such guarantee to presently existing and future indebtedness of ours or of the applicable guarantor, or require the holders of the notes to repay any amounts received with respect to such guarantee. In the event of a finding that a fraudulent transfer or conveyance occurred, you may not receive any repayment on the notes. Further, the voidance of the notes could result in an event of default with respect to our and our subsidiaries’ other debt that could result in acceleration of such debt.
 
As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied. A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds of that offering to make a dividend payment or otherwise retire or redeem equity securities issued by the debtor. In other instances, courts have found that a debtor did not receive reasonably equivalent value or fair consideration if, in a leveraged transaction, the proceeds of the issuance were paid to the debtor’s stockholders, although we cannot predict how a court would rule in this case.
 
We cannot be certain as to the standards a court would use to determine whether or not we or any of the guarantors were solvent at the relevant time or, regardless of the standard that a court uses, that the issuance of the applicable guarantee would not be further subordinated to our or any of the guarantor’s other debt. Generally, however, an entity would be considered insolvent if, at the time it incurred indebtedness:
 
  •  the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or
 
  •  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
 
  •  it could not pay its debts as they become due.
 
USE OF PROCEEDS
 
The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the outstanding notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes that are surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in our capitalization.
 
The net proceeds from the offering of the outstanding notes in May 2006, together with other sources of financing, were used to consummate the Acquisition (including the related repayment of SPC’s then-existing debt) and to pay related fees and expenses.


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CAPITALIZATION
 
The following table sets forth Radio Holdings’ cash and cash equivalents and capitalization. The information in this table should be read in conjunction with “The Transactions,” “Unaudited Pro Forma Condensed Consolidated Statement of Operations Information,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.
 
                 
    Radio Holdings        
    As of March 31,
 		       
    2007        
    (Unaudited)        
    (Dollars in thousands)        
 
Cash and cash equivalents
  $ 2,762          
Debt:
               
Senior secured credit facilities(1):
               
Revolving credit facility
    —          
Term loan B facility
    669,750          
Notes
    250,000          
Total debt
    919,750          
Total stockholders’ equity
    288,346          
                 
Total capitalization
  $ 1,210,858          
                 
 
 
(1) In connection with the closing of the Acquisition, CMP entered into senior secured credit facilities, consisting of a $700 million term loan B facility having a seven-year maturity and a $100 million senior secured revolving credit facility having a six-year maturity. We did not utilize any borrowings under the revolving credit facility at the closing of the Transactions. As of March 31, 2007 there were no amounts outstanding under the revolver. See “Description of Other Indebtedness — Senior Secured Credit Facilities.”


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THE TRANSACTIONS
 
General
 
On October 31, 2005, we and our subsidiary, CMP Merger Co., entered into the SPC Merger Agreement with SPC and its stockholders pursuant to which the parties agreed to consummate the SPC Merger, subject to the terms and conditions therein, for a merger consideration of $1.15 billion, subject to adjustments for working capital, excluded liabilities and specified tax liabilities. Approximately $34.5 million of the $1.15 billion purchase price was placed in escrow to support any claims for indemnification, as described below under “— SPC Merger Agreement.” Concurrent with the execution of the SPC Merger Agreement, our newly formed wholly owned subsidiary, KC Corp., entered into the KC Asset Purchase Agreement to acquire a cluster of four radio stations (including related licenses and assets) in the Kansas City, Missouri market from subsidiaries of SPC, subject to the terms and conditions therein, for a purchase price of $60 million, subject to adjustment for working capital. Approximately $1.8 million of this purchase price was placed in escrow to support any claims for indemnification, as described below under “— KC Asset Purchase Agreement.”
 
Under the terms of the SPC Merger Agreement and the KC Asset Purchase Agreement, SPC sold or distributed to third parties the assets that are unrelated to SPC’s radio broadcasting business, including the sale of its cable television assets to Comcast Corporation prior to the closing of the Acquisition, as described below under “— SPC Merger Agreement.”
 
In connection with the Acquisition:
 
  •  Cumulus and the respective investment funds affiliated with the Sponsors made an aggregate cash equity investment of $250 million (consisting of $6.25 million from Cumulus and $243.75 million from affiliates of the Sponsors) in our ultimate parent, Media Partners, in exchange for membership interests in Media Partners. Media Partners contributed this cash equity, indirectly, to us. In connection with the Transactions, Media Partners paid $14.2 million to the members for their equity-raising efforts.
 
  •  Cumulus contributed four radio stations (including related licenses and assets) in the Houston, Texas and Kansas City, Missouri markets to Media Partners in exchange for membership interests in Media Partners. Media Partners contributed, indirectly, three of the four stations to our affiliate, StationCo, which entered into senior secured credit facilities and distributed $64.1 million of term loan borrowings thereunder to its direct parent, Holdings. Holdings, in turn, made an indirect cash contribution of $64.1 million to us. Media Partners contributed, indirectly, the fourth station (including related licenses and assets) to us for further distribution to one of our restricted subsidiaries, KC Corp., which placed it in a divestiture trust pending resolution of a multiple-license ownership issue under FCC regulations. In late March 2007, this issue was resolved and the station, which was not subject to any restrictive covenants under the senior secured credit facilities or the indenture governing the outstanding notes, was subsequently transferred to a direct subsidiary of Holdings.
 
  •  We entered into $800 million senior secured credit facilities, consisting of a $700 million term loan B facility and a $100 million revolving credit facility.
 
  •  We issued the notes.
 
The aggregate purchase price of approximately $1.21 billion for the Acquisition (including the related repayment of SPC’s existing debt) and related fees and expenses was funded by the cash equity investment by Cumulus and the affiliates of the Sponsors, the cash contribution from Holdings, the initial borrowings under our senior secured credit facilities and the net proceeds from the issuance of the notes.
 
Each of Cumulus and the respective affiliates of the Sponsors has a 25% equity ownership interest in our ultimate parent, Media Partners. Under the terms of the Media Partners LLC agreement, if certain performance targets are met, Cumulus’s participation in the distribution of assets from Media Partners may be increased up to 40%, with the respective participations in such distributions by each Sponsor reduced to as low as 20%. See “Principal Stockholders” and “Certain Relationships and Related Party Transactions.”


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SPC Merger Agreement
 
The SPC Merger Agreement provided for indemnification for losses relating to specified events, circumstances or matters. Certain selling stockholders of SPC agreed to indemnify us for any losses resulting from or arising in connection with the following: (1) any breach of any representation or warranty made by SPC or any breach of a covenant or an agreement of SPC set forth in the SPC Merger Agreement or documents delivered pursuant to the SPC Merger Agreement; (2) specified tax losses or liabilities; (3) specified excluded liabilities of SPC; and (4) any dissenting holder of SPC’s capital stock demanding appraisal rights under Delaware corporate law with respect to the SPC Merger.
 
SPC’s selling stockholders’ indemnification obligation under the SPC Merger Agreement is generally subject to a $4 million deductible and limited to the aggregate amount of approximately $34.5 million that was placed in escrow at the closing of the Acquisition, in each case subject to exceptions for losses from certain specified matters. In addition to the approximately $34.5 million referred to above, we also placed into escrow at closing an amount estimated to be sufficient to cover anticipated losses relating to pending litigation matters involving SPC. See Note 10 to the audited consolidated financial statements of SPC included in this prospectus. In August 2006, SPC’s selling stockholders settled those litigation matters using a portion of the proceeds placed into escrow, and the remaining amount in escrow was distributed to the SPC selling stockholders.
 
We also agreed to indemnify SPC’s stockholders for any losses resulting from or arising in connection with (1) any breach of any representation or warranty we made or any breach of one of our covenants or agreements set forth in the SPC Merger Agreement or documents delivered pursuant to the SPC Merger Agreement and (2) the operation or ownership of the radio broadcasting business after the consummation of the merger.
 
KC Asset Purchase Agreement
 
The KC Asset Purchase Agreement provided for indemnification for losses relating to specified events, circumstances or matters. SPC (through certain wholly owned subsidiaries) agreed to indemnify KC Corp. for any claim resulting from or arising in connection with: (1) any breach of the representations or warranties made by SPC’s subsidiaries or any breach of covenants or agreements of SPC’s subsidiaries set forth in the KC Asset Purchase Agreement; (2) certain excluded liabilities not to be assumed by KC Corp. in the asset purchase or (3) non-compliance with any applicable bulk sales laws.
 
SPC’s indemnification obligation under the KC Asset Purchase Agreement is generally subject to a $100,000 deductible and limited to the aggregate amount of approximately $1.8 million that was placed in escrow at the closing, in each case subject to exceptions for losses from certain specified matters.
 
KC Corp. has also agreed to indemnify SPC for any losses resulting from or arising in connection with (A) any breach of representation or warranty made by KC Corp. or any breach of covenants or agreements of KC Corp. set forth in the KC Asset Purchase Agreement, (B) the operation or ownership of the acquired business after consummation of the KC Acquisition, (C) certain liabilities assumed by KC Corp. in the KC Acquisition, and (D) taxes for periods after the consummation of the KC Acquisition.


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Ownership and Corporate Structure
 
The diagram below illustrates our ownership and corporate structure immediately following the consummation of the Transactions. See “The Transactions.”
 
(Graphic)
 
(1) Cumulus made a cash contribution of $6.25 million and the respective affiliates of the Sponsors made an aggregate cash contribution of $243.75 million, for total cash contribution of $250 million from Cumulus and affiliates of the Sponsors. Each of Cumulus and the respective affiliates of the Sponsors beneficially owns membership interests representing a 25% equity ownership interest in Media Partners. Media Partners indirectly owns all of our issued and outstanding capital stock. In connection with the Transactions, Media Partners paid $14.2 million to the members for their equity-raising efforts. See “Principal Stockholders.”
 
(2) Our indirect parent, Holdings, made an indirect cash contribution of $64.1 million to us, using borrowings made by its wholly owned subsidiary, StationCo, collateralized with station assets contributed by Cumulus.
 
(3) Radio Holdings and our direct and indirect wholly owned domestic restricted subsidiaries guarantee our senior secured credit facilities on a senior secured basis and the notes on an unsecured senior subordinated basis. All of our subsidiaries are restricted subsidiaries.
 
(4) We entered into $800 million senior secured credit facilities, consisting of a $700 million term loan B facility having a seven-year maturity and a $100 million senior secured revolving credit facility having a six-year maturity. We did not utilize any borrowings under the revolving credit facility at the closing of the Transactions. Borrowings under the senior secured credit facilities are secured by a first priority security interest in substantially all of our and our guarantors’ tangible and intangible assets, including all of our capital stock and the capital stock of each of our existing and future domestic subsidiaries and 65% of the capital stock of our future foreign subsidiaries. See “Description of Other Indebtedness — Senior Secured Credit Facilities.”


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Our Equity Investors
 
Cumulus Media.  Cumulus is the second-largest radio company in the United States based on the number of stations owned or operated. According to Arbitron, Cumulus has assembled market-leading clusters of radio stations that rank first or second in terms of revenue share or audience share in substantially all of its markets. Giving effect to the completion of all pending acquisitions and divestitures, Cumulus, directly and through its investment in Media Partners owns or operates 345 radio stations in 67 U.S. media markets. Cumulus’s headquarters are in Atlanta, Georgia.
 
Bain Capital.  Bain Capital Partners, LLC is a global private investment firm whose affiliated entities manage a number of pools of capital including private equity (“Bain Capital Partners”), venture capital, public equity, global macro, and high-yield and mezzanine debt with more than $37 billion in assets under management. Since 1984, Bain Capital Partners has made private equity investments in over 200 companies around the world, partnering with strong management teams to grow businesses and create operating value. Bain Capital Partners has deep experience in a variety of industries and a team of over 120 private equity professionals dedicated to investing in and supporting its portfolio companies. Headquartered in Boston, Bain Capital, LLC has offices in New York, London, Munich, Hong Kong, Shanghai and Tokyo.
 
The Blackstone Group.  The Blackstone Group, a global investment and advisory firm with offices in New York, Atlanta, Boston, Los Angeles, London, Hamburg, Paris and Mumbai, was founded in 1985. The firm has raised a total of approximately $34 billion for alternative asset investing since its formation. Blackstone will invest in Cumulus Media Partners through Blackstone Communications Partners I, which is a $2 billion media and communications sector fund, and Blackstone Capital Partners IV, a general purpose fund raised in 2002 with $6.45 billion in committed capital. Blackstone Capital Partners V, in the process of closing, will be a $13.5 billion general purpose fund. Including the firm’s other private equity funds, Blackstone has raised approximately $24.6 billion for private equity investments since its founding. Blackstone’s Private Equity Group has invested or committed approximately $13.6 billion in equity in 96 separate transactions, with an aggregate transaction value of over $138 billion. Notable transactions sponsored by the firm include Freedom Communications, New Skies Satellites, Montecito Broadcasting (Emmis), Sirius Satellite Radio, Houghton Mifflin and Columbia House.
 
Thomas H. Lee.  Thomas H. Lee Partners, L.P. is a Boston-based private equity firm focused on identifying and acquiring substantial ownership positions in growth companies. Founded in 1974, Thomas H. Lee Partners currently manages approximately $12 billion of committed capital, including its most recent fund, the $6.1 billion Thomas H. Lee Equity Fund V. Notable transactions sponsored by the firm include Grupo Corporativo Ono, Houghton Mifflin, Michael Foods, National Waterworks, Nortek, ProSiebenSat.1 Media AG, Rayovac, Simmons Company, Transwestern Publishing, Warner Chilcott and Warner Music.


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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS INFORMATION
 
The following Unaudited Pro Forma Condensed Consolidated Statement of Operations Information for the Year Ended December 31, 2006, gives effect to the Pro Forma Adjustments described below on the results of operations of Radio Holdings. The acquisition occurred on May 5, 2006 and thus substantially all of the Pro Forma Adjustments relate to the period from January 1, 2006 through May 4, 2006. The Pro Forma Adjustments include:
 
  •  the Acquisition;
 
  •  interest expense for the issuance of $250 million of the notes;
 
  •  interest expense for the borrowings of $700 million of term loans under Radio Holdings’ senior secured credit facilities;
 
  •  the elimination of certain corporate level general and administrative expenses;
 
  •  the elimination of minority interests, the impact of the SPC tax-sharing agreement and certain other liabilities retained by the selling stockholders of SPC; and
 
  •  elimination of certain interest expense due to the repayment of SPC’s then-existing indebtedness.
 
The Unaudited Pro Forma Condensed Consolidated Statement of Operations gives effect to the Pro Forma Adjustments as if they had occurred on January 1, 2006.
 
The unaudited Pro Forma Adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The Unaudited Pro Forma Condensed Consolidated Statement of Operations Information is presented for informational purposes only and does not purport to represent what our results of operations would have been had the Pro Forma Adjustments actually occurred on the dates indicated, and they do not purport to project our results of operations for any future period or as of any future date. The unaudited pro forma condensed consolidated Statement of Operations information should be read in conjunction with the information contained in other sections of this prospectus, particularly the sections entitled “The Transactions,” “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. All Pro Forma Adjustments and their underlying assumptions are described more fully in the notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations Information.


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Unaudited Pro Forma Condensed Consolidated Statement of Operations Information
For the Year Ended December 31, 2006
 
                                         
    SPC     Radio Holdings                    
    Historical
 		    Historical
 		                Pro Forma
 		 
    January 1, 2006 to
 		    May 5, 2006 to
 		    Historical
 		    Pro Forma
 		    Consolidated
 		 
    May 4, 2006     December 31, 2006     Total     Adjustments     Total  
    (Dollars in thousands)  
 
Net revenues
  $ 65,987     $ 156,704     $ 222,691     $ 418 (a)   $ 223,109  
Operating expenses:
                                       
Station operating expense excluding depreciation amortization and including non-cash contract termination costs of $6,723
    49,510       92,660       142,170       (2,980 )(b)     139,190  
Corporate general and administrative expenses
    31,029       4,106       35,135       (27,710 )(c)     7,425  
Depreciation and amortization
    2,421       30,963       33,384       2,124 (d)     35,508  
Costs related to sale of business, principally advisory fees
    14,513       —       14,513       (14,513 )(e)     —  
                                         
Total operating expenses
    97,473       127,729       225,202       (43,079 )     182,123  
                                         
Operating income (loss) from continuing operations
    (31,486 )     28,975       (2,511 )     43,497       40,986  
Non-operating income (expense) from continuing operations:
                                       
Interest expense, net
    (4,638 )     (54,061 )     (58,699 )     (21,670 )(f)     (80,369 )
Loss on early extinguishment of debt
    (6,492 )     —       (6,492 )     6,492 (g)     —  
Other income (expense)
    —       (1,702 )     (1,702 )     1,675 (h)     (27 )
                                         
Loss from continuing operations before income taxes and minority interests
    (42,616 )     (26,788 )     (69,404 )     29,994       (39,410 )
(Provision) benefit for income taxes
    16,640       8,185       24,825       (12,785 )(i)     12,040  
Minority interest income (expense)
    (1,368 )     —       (1,368 )     1,368 (j)     —  
                                         
Loss from continuing operations
  $ (27,344 )   $ (18,603 )   $ (45,947 )   $ 18,577     $ (27,370 )
                                         
 
See accompanying notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations Information.


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CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES
 
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations Information
 
 
(a) Reflects the additional revenue generated by a radio station, for the period January 1, 2006 through May 4, 2006, which was contributed to us on May 5, 2006 by an affiliate.
 
(b) Reflects the decrease in station operating expense primarily related to the elimination of expenses associated with an ESOP and pension plan that was terminated in connection with the Acquisition. Ongoing benefits and overall compensation structure do not include an employee stock purchase plan or pension plan or otherwise replace this benefit. There is also an increase of station operating expenses of $0.2 million for the January 1, 2006 through May 4, 2006, resulting from stations contributed to us on May 5, 2006 by an affiliate.
 
(c) Reflects the decrease in corporate general and administrative expenses primarily relating to the elimination of expenses that have been replaced by those contractually provided under the Cumulus management agreement for an annual cash fee which is the greater of $4 million or 4% of Holdings’ consolidated free cash flows (as described in the Cumulus management agreement) with certain adjustments. Ongoing advisory fees payable to the Sponsors pursuant to the advisory services agreement, which annually total the greater of $1 million or 1% of Holdings’ consolidated free cash flows (as described in the Cumulus management agreement) with certain adjustments, have been added to the corporate general and administrative expenses.
 
(d) Reflects the increase in depreciation and amortization expense primarily due to the amortization of identified intangible assets using a weighted average straight-line life of 1.2 years. These intangible assets exclude broadcast licenses which are not amortized because they are classified as having indefinite lives.
 
(e) Reflects the elimination of certain non-recurring costs related to the sale of the business by the previous SPC shareholders.
 
(f) Reflects the increase in interest expense resulting from the issuance of debt to finance a portion of the purchase price for the Acquisition. The interest rate on the new debt of $950 million is assumed to be at a weighted average of 8.3%. A 1/8% fluctuation of the weighted average interest rate would result in a change in interest expense and net loss of approximately $1.2 million and approximately $0.8 million before and after taxes, respectively. Pro forma interest expense includes amortization of capitalized debt issuance costs.
 
(g) Reflects the elimination of non-recurring costs related to the termination of certain credit facilities due to the repayment of all existing debt of SPC.
 
(h) As of the consummation of the Acquisition, Radio Holdings incurred approximately $1.7 million in expenses related to a commitment fee for a bridge loan which could have been activated if needed to complete the transaction. The bridge loan was never utilized and the commitment was terminated and a termination fee was paid. This amount is non-recurring and was included in Radio Holdings’ reported financial results within the 12 months following the consummation of the Acquisition. This amount has not been included in the Unaudited Pro Forma Condensed Consolidated Statement of Operations.
 
(i) Reflects the income tax benefit at an effective tax rate of 30.55%. Although realization is not assured, management believes that it is more likely than not that the deferred tax assets will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced in the future, if estimates of future taxable income are reduced.
 
(j) Reflects the elimination of minority interest that was made because those interests were redeemed or eliminated prior to, or in connection with, the Acquisition.


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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
 
Set forth below is selected historical condensed consolidated financial data for SPC and Radio Holdings at the dates and for the periods indicated. The operating data for each of the years in the three-year period ended December 31, 2005 have been derived from the historical consolidated financial statements of SPC included elsewhere in this prospectus (except for the year 2003, which are not included herein), which have been audited. The operating data for the year ended December 31, 2006 have been derived from historical consolidated financial statements of SPC (for the period from January 1, 2006 to May 4, 2006) and of Radio Holdings (for the period from May 5, 2006 — the date of the Acquisition — to December 31, 2006), each included elsewhere in this prospectus, which also have been audited.
 
The selected unaudited historical condensed consolidated financial data for Radio Holdings and SPC for the three months ended March 31, 2007 and 2006, respectively, are derived from the unaudited historical consolidated financial statements included elsewhere in the prospectus. The unaudited historical condensed consolidated financial statements include, in management’s opinion, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and results of operations for such periods in accordance with GAAP. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of the results that can be expected for the year ending December 31, 2007.
 
The information presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus.
 
                                                               
    (Dollars in thousands)
 
    Radio Holdings       SPC       Radio Holdings       SPC  
    Three Months
 		      Three Months
 		      May 5, 2006
 		      January 1, 2006
 		                   
    Ended
 		      Ended
 		      Through
 		      Through
 		                   
    March 31,
 		      March 31,
 		      December 31,
 		      May 4,
 		    Year Ended December 31,  
    2007       2006       2006       2006     2005     2004     2003  
    (unaudited)       (unaudited)                                    
Statement of Operations Data:
                                                             
Net revenues
  $ 46,667       $ 49,211       $ 156,704       $ 65,987     $ 231,587     $ 231,058     $ 228,966  
Operating expenses: excluding depreciation amortization and including non-cash contract termination costs of $6,723 for the period May 5, 2006 through December 31, 2006
    26,813         31,771         92,660         49,510       152,542       147,608       147,748  
Corporate general and administrative expenses(1)
    1,683         6,254         4,106         31,029       24,708       20,297       17,917  
Depreciation and amortization, including pre-sold advertising amortization of $23,023 for the period May 5, through December 31, 2006(2)
    2,834         1,790         30,963         2,421       7,401       7,759       7,691  
Gain on sale of assets(3)
    —         —         —         —       (300 )     (10,151 )     —  
Costs related to sale of business, principally advisory fees
    —         —         —         14,513       —       —       —  
                                                               
Total operating expenses
    31,330         39,815         127,729         97,473       184,351       165,513       173,356  
                                                               
Operating income (loss) from continuing operations
    15,337         9,396         28,975         (31,486 )     47,236       65,545       55,610  
Other income (expense) from continuing operations:
                                                             
Interest expense(4)
    (19,508 )       (4,466 )       (54,061 )       (4,638 )     (17,141 )     (19,841 )     (18,820 )
Loss on early extinguishment of debt(5)
    —         (6,492 )       —         (6,492 )     —       (3,024 )     —  
Other income (expense)
    (9 )       225         (1,702 )       —       —       261       (168 )
                                                               
Income (loss) from continuing operations before income taxes and minority interests
    (4,180 )       (1,337 )       (26,788 )       (42,616 )     30,095       42,941       36,622  
Provision (benefit) for income taxes
    (1,856 )       109         (8,185 )       (16,640 )     4,541       17,543       15,591  
Minority interests(6)
    —         (471 )       —         (1,368 )     1,795       (8,507 )     (4,869 )
                                                               
Earnings (loss) from continuing operations
    (2,324 )       (1,917 )       (18,603 )       (27,344 )     27,349       16,891       16,162  
                                                               
Discontinued operations:
                                                             
Gain (loss) from operations of discontinued operations (including gain on sale of $498,387 in 2006)
    —         3,922         —         502,718       (19,659 )     (12,866 )     5,135  
Proceeds (benefit) for income taxes
    —         1,725         —         195,647       (9,765 )     (2,321 )     2,274  
Minority interest income (expense)
    —         37         —         (73,966 )     (1,446 )     (997 )     (1,989 )
                                                               


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    (Dollars in thousands)
 
    Radio Holdings       SPC       Radio Holdings       SPC  
    Three Months
 		      Three Months
 		      May 5, 2006
 		      January 1, 2006
 		                   
    Ended
 		      Ended
 		      Through
 		      Through
 		                   
    March 31,
 		      March 31,
 		      December 31,
 		      May 4,
 		    Year Ended December 31,  
    2007       2006       2006       2006     2005     2004     2003  
    (unaudited)       (unaudited)                                    
Gain (loss) on discontinued operations
    —         2,234         —         233,105       (11,340 )     (11,542 )     872  
                                                               
Net income (loss)
  $ (2,324 )     $ 317       $ (18,603 )     $ 205,761     $ 16,009     $ 5,349     $ 17,034  
                                                               
Other Financial Data:
                                                             
Station Operating Income(7)
  $ 19,854       $ 17,440       $ 64,044       $ 16,477     $ 79,045     $ 83,450     $ 81,218  
Cash provided by (used in) operating activities
    6,843         4,435         22,656         (204,009 )     60,491       119,903       85,126  
Cash provided by (used in) investing activities
    (179 )       (7,970 )       (1,220,515 )       719,806       (3,191 )     (169,868 )     (60,129 )
Cash provided by (used in) financing activities
    (11,750 )       (3,886 )       1,205,707         (523,134 )     (56,766 )     45,469       (19,836 )
Capital Expenditures
    179         6,098         472         8,522       7,238       7,820       8,397  
Ratio of Earnings to Fixed Charges:(8)
    *         *         *         *       2.63       3.03       2.83  
 
                                                             
 
* Not applicable.
 
                                   
    Radio Holdings     Radio Holdings       SPC        
    March 31,
 		    December 31,
 		      December 31,
 		       
    2007     2006       2005        
    (unaudited)                      
Balance Sheet Data (dollars in thousands):
                                 
Cash and cash equivalents
  $ 2,762     $ 7,848       $ 7,337          
Working capital (deficiency)
    24,616       32,602         (8,214 )        
Net intangible assets
    1,363,014       1,364,424         352,400          
Total assets
    1,493,618       1,503,861         878,796          
Total debt (including current portion of long-term debt)
    919,750       931,500         255,328          
Total stockholders’ equity
  $ 288,346     $ 290,740       $ 74,118          
 
 
(1) Corporate general and administrative expenses during the historical periods consist of substantially all of the corporate level general and administrative expenses for SPC, which were previously shared among SPC’s cable, dinnerware, real estate and radio operations. The portion of these costs that were not internally allocated to Radio are recorded in Other. The portion that was internally allocated to Radio includes amounts paid to SPC and Media for SPC’s corporate management and shared services under a management agreement that was terminated in connection with the Acquisition. See the notes to the audited consolidated financial statements of SPC for segment information for continuing operations.
 
(2) For the years ended December 31, 2003, 2004 and 2005, the portion of depreciation and amortization attributable to SPC’s radio operations was $6.5 million, $6.6 million and $6.2 million, respectively and for the three months ended March 31, 2006, was $1.5 million. See the notes to the audited consolidated financial statements of SPC for segment information for continuing operations.
 
(3) On November 12, 2004, SPC’s subsidiary, Susquehanna Media Co., sold the assets of a radio station for $11.5 million in cash. The gain on the sale recognized in 2004 was $10.2 million. An additional $0.3 million of gain was recognized in 2005. See the notes to the audited consolidated financial statements of SPC for additional information.
 
(4) Interest expense attributable to SPC’s radio broadcasting operations for the years ended December 31, 2003, 2004 and 2005 was $6.9 million, $8.0 million and $4.1 million, respectively, and for the three months ended March 31, 2006, was $0.7 million. Interest expense for the year ended December 31, 2004 includes $3.6 million of interest and $0.1 million of other expense related to the summary judgment granted in favor of Bridge Capital Investors II against SPC’s subsidiary, Susquehanna Radio Corp., by the United States District Court for the Northern District of Georgia on January 26, 2005.
 
(5) Represents a $3.0 million loss on debt extinguishment (including $0.9 million charge for unamortized deferred financing costs) incurred in 2004 relating to the redemption of SPC’s then outstanding 8.5% senior subordinated notes due 2009. See the notes to the audited consolidated financial statements of SPC for additional information.
 
(6) Represents changes in the value of (a) outstanding shares under Susquehanna Radio Corp.’s Employee Stock Plan that allowed certain key employees to purchase Susquehanna Radio Corp.’s Class B non-voting

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common stock and (b) outstanding shares of station subsidiaries owned by persons other than SPC and its subsidiaries. Those shares and other interests will be redeemed or eliminated prior to, or in connection with, the Acquisition. See the notes to the audited consolidated financial statements of SPC for additional information.
 
(7) We define Station Operating Income as operating income from continuing operations plus corporate general and administrative expenses, depreciation and amortization, gain on sale of assets and costs related to sale of business.
 
We believe that Station Operating Income is the most frequently used financial measure in determining the market value of a radio station or group of stations. We have observed that Station Operating Income is commonly employed by firms that provide appraisal services to the broadcasting industry in valuing radio stations. Given its relevance to the estimated value of a radio station, we believe, and our experience indicates, that investors consider the measure to be useful in order to determine the value of our portfolio of stations. We believe that Station Operating Income is the most commonly used financial measure employed by the investment community to compare the performance of radio station operators. Finally, Station Operating Income is the primary measure that our management uses to evaluate the performance and results of our stations. As a result, in disclosing Station Operating Income, we are providing investors with an analysis of our performance that is consistent with that which is utilized by our management.
 
Station Operating Income is not a recognized term under GAAP and does not purport to be an alternative to operating income from continuing operations as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Station Operating Income is not intended to be a measure of free cash flow available for dividends, reinvestment in our business or other management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Station Operating Income should be viewed as a supplement to, and not a substitute for, results of operations presented on the basis of GAAP. We compensate for the limitations of using Station Operating Income by using it only to supplement our GAAP results to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone. Station Operating Income has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Moreover, because not all companies use identical calculations, these presentations of Station Operating Income may not be comparable to other similarly titled measures of other companies. The following table reconciles operating income (loss) from continuing operations, which we believe is the most directly comparable GAAP financial measure, to Station Operating Income:
 
                                                               
    (Dollars in thousands)
 		       
    Radio Holdings       SPC       Radio Holdings       SPC  
    Three Months
 		      Three Months
 		      May 5, 2006
 		      January 1, 2006
 		                   
    Ended
 		      Ended
 		      Through
 		      Through
 		                   
    March 31,
 		      March 31,
 		      December 31,
 		      May 4,
 		    Year Ended December 31,  
    2007       2006       2006       2006     2005     2004     2003  
    (unaudited)       (unaudited)                                    
Operating income (loss) from continuing operations
  $ 15,337       $ 9,396       $ 28,975       $ (31,486 )   $ 47,236     $ 65,545     $ 55,610  
Corporate general and administrative expenses
    1,683         6,254         4,106         31,029       24,708       20,297       17,917  
Depreciation and amortization
    2,834         1,790         30,963         2,421       7,401       7,759       7,691  
Gain on sale of assets
    —         —         —         —       (300 )     (10,151 )     —  
Costs related to sale of business, principally advisory fees
    —         —         —         14,513       —       —       —  
                                                               
Station Operating Income
  $ 19,854       $ 17,440       $ 64,044       $ 16,477     $ 79,045     $ 83,450     $ 81,218  
                                                               
 
                                                             
 
 
(8) For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest on all indebtedness, amortization of capitalized financing costs and an estimated interest component on rents. Earnings were inadequate to cover fixed charges by $42.6 million for the period January 1, 2006 to May 4, 2006, $26.8 million for the period May 5, 2006 to December 31, 2006, $1.3 million for the three-month period ended March 31, 2006, and $4.2 million for the three-month period ended March 31, 2007.


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our results of operations and consolidated financial condition should be read in conjunction with the “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Selected Historical Consolidated Financial Data” and the historical consolidated financial statements and related notes included elsewhere in this prospectus. For purposes of this discussion and analysis, the terms “we,” “our,” and “us” refer to SPC and its consolidated subsidiaries, with respect to periods prior to the Acquisition, and to Radio Holdings and its consolidated subsidiaries, with respect to periods after the Acquisition, in each case except as otherwise indicated by the context. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Disclosure Regarding Forward Looking Statements” and “Risk Factors.” Actual results may differ materially from those contained in any forward-looking statements.
 
Overview
 
We are the largest privately owned radio broadcasting company in the United States and the 11th largest radio broadcasting company overall in the United States based on 2006 revenues. We own 33 radio stations, of which we operate 20 FM and 7 AM revenue-generating stations in 8 metropolitan markets in the United States. Our stations serve four of the ten largest radio markets in the United States by revenue (San Francisco, Dallas, Atlanta and Houston) in addition to the Cincinnati, Kansas City, Indianapolis, and York, PA, markets.
 
Generally, changes in our revenues correlate to changes in total market revenues of the broader radio industry. In 2006, the radio industry as a whole experienced negligible revenue growth, continuing a trend that has affected the industry since the attacks of September 11, 2001 and the events that followed (most notably, the economic slowdown and the war in Iraq). Reflecting this market trend, our 2006 revenues derived from local and regional advertising decreased 2% from 2005, and our revenues derived from national advertising increased 2% from 2005. Non-advertising-related revenues, which include revenues derived from event sponsorships, merchandise, and all other revenues not directly related to an aired commercial spot, remained fairly constant from 2005. Our 2006 revenues derived from local and regional advertising represented approximately 76% of our total revenues.
 
Among other challenges, the radio industry faces increased competition for listeners from a number of technologies affecting the daily lives of consumers, including the continued growth in Internet usage, the increase in the number of subscribers to satellite radio and the increasing popularity of iPodstm and other digital audio recording and listening devices. Although radio listening levels have remained fairly constant over the last few years, terrestrial radio now faces more competition for the time and attention of consumers than at any other point in history. To address these challenges, the radio industry is working cooperatively on a number of initiatives to enhance the value of radio, including reducing the number of commercial minutes played each hour in an effort to enhance the quality of programming for listeners and implementing new HD Radiotm technology that will allow terrestrial radio to broadcast “CD-like” sound quality to listeners.
 
Despite those challenges that we and our industry face, we believe that we have strong fundamentals, such as our focus on operating radio station clusters in large markets with attractive demographics, our diversified programming formats and loyal listener bases in our local markets and the ability to meet these new challenges through our implementation of HD Radiotm technology and other Internet initiatives. As a result, we believe we have significant opportunities for growth within our current business model.
 
Our business is managed by Cumulus under a management agreement between our direct parent, Holdings, and Cumulus. Pursuant to the management agreement, Cumulus provides managerial and administrative services, and assume responsibility for all salary, benefits and related compensation expenses of our management team for these services, in exchange for an annual cash fee of the greater of $4 million or 4% of Holdings’ consolidated free cash flows (as described in the Cumulus management agreement). See “Certain Relationships and Related Party Transactions — Cumulus Management Agreement.” In addition, we pay an annual cash fee equal to the greater of $1 million or 1% of Holdings’ consolidated free cash flows (as described in the Cumulus management agreement) to the Sponsors in exchange for their ongoing advisory and


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consulting services under the advisory services agreement. See “Certain Relationships and Related Party Transactions — Advisory Services Agreement.” Historically, Media purchased such management services, office space and administrative services from related parties (primarily its parent entity, SPC) at higher costs. As a result, we expect our corporate general and administrative expenses to be lower during the term of the Cumulus management agreement than they have been historically. We also expect our station operating expenses to be lower as a result of the common management of both the Cumulus and the CMP station portfolios. The Cumulus management team has already identified specific opportunities to reduce operating costs at each of our stations. These cost reductions primarily relate to headcount reductions as we move to increased centralization of our operations, cost savings in our marketing and promotional activities, and other savings achieved as a result of the application of Cumulus management’s best practices across general and administrative, technical, programming, sales and promotion areas. Substantially all of these cost savings were achieved in 2006 and we believe the remaining cost savings will be achieved by mid-2008. However, our ability to achieve our expected cost savings is subject to certain risks. See “Risk Factors — Risks Related to Our Business — We may not be able to achieve all of our expected cost savings.”
 
Effect of the Transactions
 
In connection with the Transactions, we incurred significant additional indebtedness, including $250 million aggregate principal amount of the notes and $700 million of borrowings under CMP’s senior secured credit facilities. As of March 31, 2007, we had approximately $919.8 million of total indebtedness outstanding, including the notes. Therefore, our interest expense has been significantly higher following the Transactions than in prior periods. On the a pro forma basis, after giving effect to the Pro Form Adjustments, our interest expense for the year ended December 31, 2006 would have been approximately $80.4 million. See “Unaudited Pro Forma Condensed Consolidated Financial Information” and “— Liquidity and Capital Resources — Post Transactions” below for more information regarding the effect of the Transactions.
 
We have accounted for the Acquisition under the purchase method of accounting in accordance with SFAS No. 141, Business Combinations. Accordingly, the investment in the assets and liabilities acquired by us are recorded at fair value. As a result, the assets and liabilities have been assigned new values.
 
The following discussion and analysis of our historical results of operations and financial condition covers periods prior to the consummation of the Transactions. Accordingly, the discussion and analysis of such periods does not reflect the significant impact the Transactions have had, and will continue to have, on us. Since consummation of the Transactions, we have substantial indebtedness. Significant additional liquidity requirements, resulting primarily from increased interest expense, and other factors related to the Transactions, such as increased depreciation and amortization as a result of the application of purchase accounting, have, and will continue to, significantly affect our financial condition, results of operations and liquidity going forward. See “Risk Factors — Risks Related to Our Business — Because a significant portion of our total assets is represented by intangible assets and goodwill that is subject to mandatory, annual impairment evaluations, we could in the future be required to write off a significant portion of these assets, which may adversely affect our financial condition and results of operations.,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and “— Liquidity and Capital Resources.”
 
Factors Affecting Our Results
 
Revenues.  The primary source of our revenues is the sale of broadcasting time on our radio stations for advertising. Our advertising revenue is reported net of agency commissions. Radio agency commissions for 2006, 2005 and 2004 were approximately $33 million. Our sales of advertising time are primarily affected by the demand for advertising time from local, regional and national advertisers and the advertising rates charged by our radio stations. Our stations strive to maximize revenue by managing their on-air inventory of advertising time and adjusting prices based upon local market conditions.
 
For 2006, 2005 and 2004, our revenues were concentrated in the San Francisco, Dallas and Atlanta geographic markets as follows: 25%, 28% and 26%, respectively, in San Francisco; 24%, 24% and 24%, respectively, in Dallas; and 10%, 12% and 11%, respectively, in Atlanta.


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Advertising demand and rates are based primarily on a station’s ability to attract audiences in the demographic groups targeted by its advertisers, as measured principally by Arbitron on a periodic basis, generally two or four times per year. Because audience ratings in local markets are crucial to a station’s financial success, we endeavor to develop strong listener loyalty. We believe that the diversification of formats on our stations helps to insulate our business from the effects of shifts in demographics or changes in the musical tastes of the audience with respect to any particular format.
 
Our advertising contracts are generally one year or less in duration. We generate most of our revenue from local and regional advertising, which is sold primarily by each station’s local sales staff. During 2006, 2005 and 2004, approximately 76%, 71% and 72%, respectively, of our net revenues were from local and regional advertising and 20% of our net revenues were from national advertising in each of the years. To generate national advertising sales, we have engaged Katz Communications, Inc., a firm that specializes in soliciting radio-advertising sales on a national level, as our exclusive national representative, in exchange for a commission based on the revenue from the advertising Katz obtains. Like other industry participants, we sometimes utilize trade or barter agreements that exchange advertising time for goods or services such as travel or lodging, instead of for cash. Our non-cash advertising revenues during 2006, 2005 and 2004 were approximately 1% of total advertising revenues for each of those years. Our revenues vary throughout the year. As is typical in the radio broadcasting industry, our revenues and operating income are typically lowest in the first quarter and are relatively level in the other quarters. Our operating results in any period may be affected by the incurrence of advertising and promotional expenses that do not necessarily produce commensurate revenues until the impact of the advertising and promotion is realized in future periods.
 
Station operating expenses.  Historically, our station operating expenses have been comprised of direct operating expenses (such as programming, advertising and promotion), employee salaries and commissions, selling and general and administrative expenses incurred at the market cluster level excluding depreciation and amortization expense. ESOP expense and other retirement costs for station employees are included in station operating expenses. ESOP expense refers to charges made to the statement of operations as a result of shares issued as compensation under SPC’s ESOP, in which employees of SPC, including Radio employees, participated. All ESOP shares outstanding immediately prior to the Acquisition were exchanged pursuant to the terms of the SPC Merger Agreement. Accordingly, after the Acquisition there is no more ESOP or similar plans or costs. Station operating expenses do not include corporate general and administrative expenses for centralized corporate business support and other expenses not directly incurred at the market cluster level.
 
Corporate general and administrative expenses.  Corporate general and administrative expenses in Radio reflect:
 
  •  radio general and administrative expenses (not included at the station level) that directly support Radio operations (these expenses primarily consist of central radio (non-station level) general and administrative costs associated with the radio operations and certain miscellaneous other expenses); and
 
  •  corporate management fees allocated to Radio based on management’s best estimates of percentage of effort dedicated to radio-related tasks or incremental costs incurred (these services included primarily management, legal, accounting, internal audit and tax services, and human resources).
 
As described above, effective upon the consummation of the Transactions, these historical corporate general and administrative expenses were replaced by the annual management fee and reimbursement of third party expenses payable to Cumulus under the Cumulus management agreement. See “Certain Relationships and Related Party Transactions — Cumulus Management Agreement.”
 
Station Operating Income.  Our management uses Station Operating Income as a primary measure to evaluate the performance of our stations. We define Station Operating Income as operating income from continuing operations plus corporate general and administrative expenses, depreciation and amortization, gain on sale of assets and costs related to sale of business. We believe that Station Operating Income is the most frequently used financial measure in determining the market value of a radio station or group of stations. We have observed that Station Operating Income is commonly employed by firms that provide appraisal services to the broadcasting industry in valuing radio stations. Given its relevance to the estimated value of a radio


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station, we believe, and our experience indicates, that investors consider the measure to be useful in order to determine the value of our portfolio of stations. We believe that Station Operating Income is the most commonly used financial measure employed by the investment community to compare the performance of radio station operators. Finally, Station Operating Income is the primary measure that our management uses to evaluate the performance and results of our stations. As a result, in disclosing Station Operating Income, we are providing investors with an analysis of our performance that is consistent with that which is utilized by our management.
 
Station Operating Income is not a recognized term under GAAP and does not purport to be an alternative to operating income from continuing operations as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, Station Operating Income is not intended to be a measure of free cash flow available for dividends, reinvestment in our business or other discretionary use by management, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Station Operating Income should be viewed as a supplement to, and not a substitute for, results of operations presented on the basis of GAAP. We compensate for the limitations of using Station Operating Income by using it only to supplement our GAAP results to provide a more complete understanding of the factors and trends affecting our business than GAAP results alone. Station Operating Income has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Moreover, because not all companies use identical calculations, these presentations of Station Operating Income may not be comparable to other similarly titled measures of other companies.
 
Critical Accounting Policies and Estimates
 
Our financial condition and results of operations are based upon results for continuing operations in SPC’s consolidated financial statements, which have been prepared in accordance with GAAP, as described in the notes to the consolidated financial statements of SPC. In order to prepare these financial statements, we must make certain estimates and judgments that may affect the reported value of assets, liabilities, revenues and expenses as well as contingencies. These estimates and judgments are evaluated on an ongoing basis and change based upon business conditions and circumstances. Critical estimates involve revenue recognition, the value of long-lived assets, the value of intangible assets (primarily FCC broadcast licenses and goodwill), allowances for doubtful accounts, income taxes, contingencies and the impact of any litigation. These estimates are based on the known facts, our measured judgments of probable outcomes and values, historical experience and other factors that we believe are applicable and reasonable given the circumstances.
 
We believe the following accounting policies are critical to preparation of our consolidated financial statements since they affect the more significant estimates reflected in the financial statements and related disclosures.
 
Revenue Recognition.  Revenues are recognized when related services are provided, either when advertising is aired or when events are held, net of agency commissions. Revenues are recorded based on a reasonable expectation of collection.
 
Valuation of Long-Lived Assets.  We evaluate the recoverability of our long-lived assets, including property, plant and equipment, that are subject to amortization, whenever events or changes in circumstances suggest their carrying values may not be recoverable. Analyses based on undiscounted cash flows generated by the related operations and appraisals, trends or other indicators of fair value are used in these evaluations. If the asset’s carrying value exceeds the indicated fair value, a loss is recognized for the difference between the fair value and the asset’s carrying value. No adjustment to carrying value is made if an asset’s fair value exceeds its carrying value.
 
Impairment of Intangible Assets.  We have significant intangible assets recorded in our accounts. These intangible assets consist primarily of FCC broadcast licenses and goodwill acquired through the acquisitions of radio stations. SFAS No. 142, Goodwill and Other Intangible Assets, requires that the carrying value of our goodwill and certain intangible assets be reviewed at least annually for impairment and charged to results of operations in the period in which the recorded value of those assets is more than their fair value. For 2005 and


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2004, we completed impairment tests for our broadcasting licenses and goodwill and determined that their fair value exceeded their carrying amount and, as such, no impairment charge was recognized or incurred. For 2006, we determined, in connection with our analysis of the Acquisition and certain other data, that no impairment charge was necessary.
 
We will perform annual impairment testing for our FCC broadcast licenses and goodwill at the market cluster level. Indefinite-lived intangible assets, other than goodwill, are generally valued using discounted cash flows analyses, projections, trends, appraisals and multiples evidenced in the business. Comparable current market transactions, estimated future operating results, appraisals, trends and other profitability information may also be used in the evaluations. The fair market values derived include assumptions that contain a variety of variables. These variables are based on industry data, historical experience and estimates of future performance and include, but are not limited to, revenue and expense growth rates for each radio market, revenue and expense growth rates for our stations in each market, overall discount rates based on our weighted average cost of capital and acquisition multiples. The assumptions used in estimating the fair market value of goodwill are based on currently available data and our management’s best estimates and, accordingly, a change in market conditions or other factors could have a significant effect on the estimated value. A significant future decrease in the fair market value of broadcast licenses or goodwill in a market could result in additional impairment charges.
 
Allowance for Doubtful Accounts.  We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are largely from retail and consumer businesses whose ability to pay is subject to changes in general economic conditions. Credit risk is managed through credit and collection controls. The allowance for doubtful accounts is determined utilizing historical experience, payment trends and credit information within the context of existing economic conditions. We review our allowance for doubtful accounts monthly. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
 
Income Taxes.  We use the asset and liability method of accounting for income taxes. Our deferred income taxes reflect the probable future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial reporting balances at each reported year-end. Changes in enacted tax rates are reflected as they occur. We routinely evaluate our effective tax rates and adjust those rates based upon estimates and available information pertinent to the statutory rates, apportionment and other factors considered appropriate in the circumstances. We have certain net operating losses for state tax purposes that we believe will not be utilized. Accordingly, a full valuation allowance for the tax effects of these losses has been recorded.
 
Contingencies and Litigation.  We are involved in litigation and administrative proceedings primarily arising in the normal course of our business. Based on the outcome of these actions, we may be required to make payments or recognize a loss. On a regular basis, we evaluate circumstances related to these actions, which may include consultation with outside counsel. If a liability is probable and reasonably estimable, a liability is recognized. If circumstances surrounding a significant matter change in the future, our consolidated results of operations and financial position could be adversely affected.
 
Basis of Presentation of Pre-Acquisition Periods
 
SPC had two major subsidiaries: Media, which owned radio broadcasting assets and cable television assets; and TPC York, Inc. (“Pfaltzgraff”), which, prior to selling the majority of its assets in 2005, manufactured dinnerware and housewares. SPC also developed and leased real estate to businesses and individuals. Prior to or in connection with the consummation of the Acquisition, SPC sold its cable television assets to Comcast Corporation and sold or distributed or otherwise disposed of the other net assets that were unrelated to its radio broadcasting business.
 
The consolidated results of operations of SPC included in this prospectus reflect as discontinued operations the results of operations that were sold or distributed prior to the Acquisition. See the notes to the audited consolidated financial statements of SPC included in this prospectus. Continuing operations include


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two segments: Radio and Other. Radio includes all radio broadcasting operations and corporate general and administrative expenses allocated to Radio based on management’s best estimates of the percentage of effort dedicated to radio related tasks or incremental costs incurred, whichever is deemed most appropriate in the circumstances. In accordance with GAAP, we are required to allocate to our results of operations from continuing operations substantially all of the corporate level general and administrative expenses for SPC, which were previously shared among SPC’s cable, dinnerware, real estate and radio operations. The portion of these costs that were not internally allocated to Radio are recorded in Other. The portion that was internally allocated to Radio includes amounts paid to SPC and Media for shared services, which consisted of treasury services, internal audit, external reporting functions, payroll services and employee benefits, administrative and other functions, under a management agreement that will be terminated in connection with the Acquisition. Management estimates that the portion of these expenses attributable to radio operations, exclusive of amounts paid under this management agreement were $5.5 million, $5.3 million and $1.1 million in 2004, 2005 and the period from January 1, 2006 to May 4, 2006, respectively.
 
The discussion and analysis of our results of operations and assets presented in this section for the pre-Acquisition periods is limited to Radio. It is the view of management that the information presented in Radio reflects the operations and assets of SPC’s radio operations that we acquired in the Acquisition for the pre-Acquisition periods and as of the dates presented, and that the information presented in Other is unrelated to SPC’s radio broadcasting business.
 
Total assets presented on the consolidated balance sheets for pre-Acquisition periods included elsewhere in this prospectus include assets of continuing operations (both Radio and Other) and assets held for sale relating to discontinued operations (classified as such). The assets identified in Radio as “Identifiable Assets” are the historical assets associated with radio operations as of the dates presented.
 
The consolidated statements of cash flows included elsewhere in this prospectus include the cash flows of both the continuing and discontinued operations for the pre-Acquisition periods presented. As a result, the comparison of cash flows data year over year during the two-year period ended December 31, 2005 and the period from January 1, 2006 through May 4, 2006 as compared to the period from Acquisition to December 31, 2006 is not useful in evaluating our historical cash flows generated by radio operations. Management believes that changes in the cash flows from operating activities and cash flows from investing activities related to our radio operations year over year during the same period are not material.


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Results of Operations
 
The following tables set forth components of our consolidated historical results of operations from continuing operations for the three months ended March 31, 2007 and 2006, and the years ended December 31, 2006, 2005 and 2004, on a segment basis and combined basis, as well as percentage changes in those components. The results of operations from the three-month period ended March 31, 2007 (entirely post-Acquisition) are not comparable to the three-month period ended March 31, 2006 (entirely pre-Acquisition), the results of operations from the date of the acquisition to December 31, 2006 are not comparable to the period from January 1, 2006 to May 4, 2006, and the results of operations for the combined period of January 1, 2006 to May 4, 2006 and acquisition to December 31, 2006 (referred to as the “Combined Period”) are not comparable to the year ended December 31, 2005 (dollars in thousands).
 
                 
          Percent
 		 
          Change  
          3/31/2007
 		 
    Three Months Ended
 		    vs.
 		 
    March 31, 2007     3/31/2006  
 
Net revenues
  $ 46,667       (5.17 )%
Operating expenses:
               
Station operating expense excluding depreciation amortization
    26,813       (15.76 )%
Corporate general and administrative expenses
    1,683       (80.98 )%
Depreciation and amortization
    2,834       58.32 %
                 
Total operating expenses
    31,330       (22.58 )%
                 
Operating income (loss) from continuing operations
    15,337       68.60 %
Non-operating income (expense) from continuing operations:
               
Interest expense, net
    (19,508 )     336.81 %
Loss on early extinguishment of debt
    —       **
Other income (expense)
    (9 )     **
Income (loss) from continuing operations before income taxes and minority interest
    (4,180 )     (312.64 )%
                 
Provision (benefit) for income taxes
    (1,856 )     **
Minority interest income (expense)
    —       **
Loss from continuing operations
  $ (2,324 )     **
                 
 
 
** Calculation is not meaningful
 


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          Percent
 		 
                      Change  
                      12/31/2006
 		 
    Combined Period - 2006     vs.
 		 
    Radio     Other     Total     12/31/2005  
 
Net revenues
  $ 222,691     $ —     $ 222,691       (3.84 )%
Operating expenses:
                               
Station operating expense excluding depreciation amortization and including non-cash contract termination costs of $6,723
    142,170       —       142,170       (6.80 )%
Corporate general and administrative expenses
    35,135       —       35,135       42.20 %
Depreciation and amortization
    33,384       —       33,384       351.07 %
Gain on sale of assets
    —       —       —       **  
Costs related to sale of business, principally advisory fees
    14,513       —       14,513       **  
                                 
Total operating expenses
    225,202       —       225,202       22.16 %
                                 
Operating income (loss) from continuing operations
    (2,511 )     —       (2,511 )     **  
Non-operating income (expense) from continuing operations:
                               
Interest expense, net
    (58,699 )     —       (58,699 )     242.45 %
Loss on early extinguishment of debt
    (6,492 )     —       (6,492 )     **  
Other income (expense)
    (1,702 )             (1,702 )     **  
                                 
Income (loss) from continuing operations before income taxes and minority interests
  $ (69,404 )   $ —       (69,404 )     **  
                                 
Provision (benefit) for income taxes
                    24,825          
Minority interest income (expense)
                    (1,368 )        
                                 
Loss from continuing operations
                  $ (45,947 )        
                                 
 
                                 
          Percent
 		 
                      Change
 		 
                      (Radio)  
    SPC     2005
 		 
    Year Ended December 31, 2005     vs.
 		 
    Radio     Other     Total     2004  
 
Net revenues
  $ 231,587     $ —     $ 231,587     $ 0.2 %
Operating expense:
                               
Station operating expenses excluding depreciation and amortization
    152,542       —       152,542       3.3 %
Corporate general and administrative expenses
    12,651       12,057       24,708       (1.3 )%
Depreciation and amortization
    6,165       1,236       7,401       (6.7 )%
Gain on sale of assets
    (300 )     —       (300 )     **  
                                 
Total operating expenses
    171,058       13,293       184,351       11.4 %
Operating income (loss) from continuing operations
    60,529       (13,293 )     46,936       (28.4 )%
Non-operating income (expense) from continuing operations:
                               
Interest expense, net
    (4,142 )     (12,999 )     (17,141 )     (13.6 )%
                                 
Income (loss) from continuing operations before income taxes and minority interests
  $ 56,387     $ (26,292 )     30,095       (30.0 )%
                                 
Provision (benefit) for income taxes
                    (4,541 )        
Minority interest income (expense)
                    1,795          
                                 
Earnings from continuing operations
                  $ 27,349          
                                 
 
 
** Calculation is not meaningful

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          Percent
 		 
                      Change
 		 
                      (Radio)  
    SPC     2004
 		 
    Year Ended December 31, 2004     vs.
 		 
    Radio     Other     Total     2003  
 
Net revenues
  $ 231,058     $ —     $ 231,058       0.9 %
Operating expense:
                               
Station operating expenses: excluding depreciation and amortization
    147,608       —       147,608       (0.1 )%
Corporate general and administrative expenses
    12,823       7,474       20,297       5.5 %
Depreciation and amortization
    6,605       1,154       7,759       2.1 %
Gain on sale of assets
    (10,151 )     —       (10,151 )     **  
                                 
Total operating expenses
    156,885       8,628       165,513       (4.5 )%
Operating income (loss) from continuing operations
    74,173       (8,628 )     65,545       17.9 %
Non-operating income (expense) from continuing operations:
                               
Interest expense, net
    (7,975 )     (11,866 )     (19,841 )     15.4 %
Loss on early extinguishment of debt
    (2,080 )     (944 )     (3,024 )     **  
Other income (expense)
    261       —       261       **  
                                 
Income (loss) from continuing operations before income taxes and minority interests
  $ 64,379     $ (21,438 )     42,941       16.0 %
                                 
Provision (benefit) for income taxes
                    (17,543 )        
Minority interest income (expense)
                    (8,507 )        
                                 
Earnings from continuing operations
                  $ 16,891          
                                 
 
 
** Calculation is not meaningful
 
Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006.
 
Net Revenues.  Net revenues decreased $2.5 million, or 5.1%, to $46.7 million for the three months ended March 31, 2007, from $49.2 million for the three months ended March 31, 2006. This decrease was primarily the result of adverse economic conditions in certain of our markets.
 
Station Operating Expenses, excluding Depreciation and Amortization.  Station operating expenses, excluding depreciation and amortization, decreased $5.0 million, or 15.8%, to $26.8 million for the three months ended March 31, 2007 from $31.8 million for the three months ended March 31, 2006. This decrease was primarily attributable to staffing reductions and other operating expense reduction activities related to the Acquisition.
 
Depreciation and Amortization.  Depreciation and amortization increased $1.0 million, or 58.3%, to $2.8 million for the three months ended March 31, 2007 compared to $1.8 million for the three months ended March 31, 2006. This increase was primarily attributable to the value allocated to tangible and intangible assets in the purchase price allocation for the Acquisition.
 
Corporate, General and Administrative Expenses.  Corporate, general and administrative expenses totaled $1.7 million for the three months ended March 31, 2007 as compared to $6.2 million for the three months ended March 31, 2006. This difference in cost for the first quarter is due to the composition of the cost base for Radio Holdings as compared to SPC, whose corporate infrastructure supported lines of business other than radio operations.
 
Interest Expense — Net of Interest Income.  Interest expense, net of interest income, increased by $15.0 million to $19.5 million for the three months ended March 31, 2007 compared to $4.5 million for the three months ended March 31, 2006, due to the new debt structure associated with Radio Holdings.
 
Income Taxes.  There was an income tax benefit of $1.9 million for the three months ended March 31, 2007 as compared to income tax expense of $0.1 million for the three months ended March 31, 2006.


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Station Operating Income.  As a result of the factors described above, station operating income increased $2.5 million, or 14.2%, to $19.9 million for the three months ended March 31, 2007 compared to $17.4 million for the three months ended March 31, 2006.
 
The following table reconciles station operating income to operating income as presented in the accompanying condensed consolidated statements of operations (the most directly comparable financial measure calculated and presented in accordance with GAAP (unaudited, dollars in thousands):
 
                                     
    Radio Holdings       SPC                
    Three Months
 		      Three Months
 		               
    Ended
 		      Ended
 		    $ Dollar
 		    % Percent
 		   
    March 31, 2007       March 31, 2007     Change     Change    
Operating income
  $ 15,337       $ 9,396     $ 6,446       68.6   %
Corporate general and administrative
    1,683         6,254       (4,571 )     (73.1 ) %
Depreciation and amortization
    2,834         1,790       1,044       58.3   %
                                   
Station operating income
  $ 19,854       $ 17,440     $ 2,414       13.8   %
                                   
 
                                   
 
Intangible Assets.  Intangible assets, net of amortization, were approximately $1,363.0 million and $1,364.4 million as of March 31, 2007 and December 31, 2006, respectively. These intangible assets primarily consist of broadcast licenses and goodwill, although we possess certain other intangible assets obtained in connection with our acquisitions, such as non-corporate agreements. Goodwill represents the excess of purchase price over the fair value of tangible assets and specifically identified intangible assets.
 
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 (Radio)
 
The discussion of the results of operations below is significantly affected by our acquisition of SPC on May 5, 2006 and the resulting allocation of purchase price to the acquired assets and liabilities. The results of operations from acquisition to December 31, 2006 are not comparable to the period from January 1, 2006 to May 4, 2006, and the results of operations for the Combined Period are not comparable to the year ended December 31, 2005.
 
Net Revenues.  Net revenues decreased $8.9 million, or 3.8%, to $222.7 million from 2005 to 2006, primarily as a result of adverse economic conditions in certain of the markets coupled with a decline in non-traditional revenue events conducted in 2005 that were not renewed in 2006.
 
Station Operating Expenses, excluding Depreciation and Amortization.  Station operating expenses, excluding depreciation and amortization, decreased $10.4 million, or 6.8%, to $142.2 million from 2005 to 2006. This decrease was primarily attributable to staffing reductions and other operating expense reduction activities implemented post acquisition, offset by a $6.7 million charge for non-cash contract termination costs.
 
Depreciation and Amortization.  Depreciation and amortization increased $26.0 million to $33.4 million for 2006, compared to $7.4 million for 2005. This increase was primarily attributable to the value allocated to intangible assets (primarily pre-sold advertising) in the purchase price allocation.
 
Corporate, General and Administrative Expenses.  Corporate, general and administrative expenses increased $22.5 million, or 177.7%, to $35.1 million for 2006, compared to $12.7 million for 2005. This difference in cost is due to the amount of expense recorded during January 1, 2006 through May 4, 2006 as SPC incurred one time costs associated with the sale of the radio business.
 
Interest Expense — Net of Interest Income.  Interest expense, net of interest income, increased by $41.6 million to $58.7 million from 2005 to 2006, due to our new debt structure.
 
Income Taxes.  Income tax benefits totaled $24.8 million in 2006, compared to an income tax expense of $4.5 million in 2005, based on the loss incurred in the 2006 Combined Period compared to earnings in 2005.
 
Station Operating Income.  As a result of the factors described above, station operating income increased $1.2 million, or 1.5%, to $80.5 million from 2005 to 2006.


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The following table reconciles Station Operating Income for the Combined Period to operating income (loss) from continuing operations (the most directly comparable financial measure calculated and presented in accordance with GAAP) (unaudited, dollars in thousands):
 
                                 
    January 1, 2006
 		    May 5, 2006
 		          Year Ended
 		 
    to
 		    to
 		    Combined
 		    December 31,
 		 
    May 4, 2006     December 31, 2006     Period-2006     2005  
 
Operating income (loss) from continuing operations
  $ (31,486 )   $ 28,975     $ (2,511 )   $ 47,236  
Corporate general and administrative expenses
    31,029       4,106       35,135       24,708  
Depreciation and amortization
    2,421       30,963       33,384       7,401  
Gain on sale of assets
    —       —       —       (300 )
Costs related to sale of business, principally advisory fees
    14,513       —       14,513       —  
                                 
Station Operating Income
  $ 16,477     $ 64,044     $ 80,521     $ 79,045  
                                 
 
Intangible Assets.  Intangible assets, net of amortization, were approximately $352.4 million and $1,364.4 million as of December 31, 2005 and 2006, respectively. These intangible assets primarily consist of broadcast licenses and goodwill, although we possess certain other intangible assets obtained in connection with our acquisitions, such as non-corporate agreements. Intangible assets, net increased due to acquisitions. Goodwill represents the excess of purchase price over the fair value of tangible assets and specifically identified intangible assets.
 
Year Ended December 31, 2005 (Radio) Compared to Year Ended December 31, 2004 (Radio)
 
Revenues.  Our revenues increased $0.5 million, or 0.2%, from 2004 to 2005. Consolidated revenue gains were consistent with the change in total reported market revenues of the broader radio industry. Our revenues from local and regional advertising decreased 1% versus the prior year, offset by a 1% increase in non-advertising-related derived revenues. Revenues derived from national advertising represented 20% of total net revenues in both years. We expect that our revenues will continue to be affected by changes in total market revenues.
 
Station operating expenses.  Expenses increased $4.9 million, or 3%, due primarily to scheduled increases in contract sport broadcasting rights and higher event expenses.
 
Corporate general and administrative expenses.  Corporate general and administrative expenses decreased $0.2 million, or 1%, from 2004 to 2005, primarily due to a decrease in personnel-related costs. Effective upon the consummation of the Transactions, our corporate general and administrative expenses will consist of the annual management fee (equal to the greater of $4 million or 4% of Holdings’ consolidated free cash flows (as described in the Cumulus management agreement)) and reimbursement of third party expenses payable to Cumulus pursuant to the Cumulus management agreement and the annual advisory and consulting services fee equal to the greater of $1 million or 1% of Holdings’ consolidated free cash flows payable to the Sponsors pursuant to the advisory services agreement. Therefore, we expect that these expenses will be lower following the Transactions than in prior periods.
 
Depreciation and amortization.  Depreciation and amortization decreased $0.4 million, or 7%, from 2004 to 2005. An increase in depreciation and amortization associated with capital expenditures incurred in 2005 was offset by a decrease in depreciation and amortization from other assets becoming fully depreciated.
 
Interest expense.  Interest expense decreased $3.8 million, or 48%, from 2004 to 2005. The decrease was primarily due to lower debt levels in the current year and reductions to SPC’s effective interest rates, achieved through the use of more variable rate debt after early retirement of its 8.5% senior subordinated notes due 2009 in 2004. As a result of the Transactions, we will be incurring significant indebtedness, including approximately $250 million aggregate principal amount of the notes and approximately $700 million of borrowings under CMP’s senior secured credit facilities. Therefore, we expect that our interest expense will be


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significantly higher following the Transactions than in prior periods. See “— Liquidity and Capital Resources — Post Transactions” below for more information regarding the effect of the Transactions on our interest expense.
 
Station Operating Income.  As a result of the factors described above, Station Operating Income decreased $4.4 million, or 5%, to $79.0 million in 2005, compared to $83.5 million in 2004.
 
The following table reconciles Station Operating Income to operating income from continuing operations for Radio (the most directly comparable financial measure calculated and presented in accordance with GAAP) (unaudited, dollars in thousands):
 
                 
    Year Ended December 31,  
    2005     2004  
 
Operating income from continuing operations
  $ 60,529     $ 74,173  
Depreciation and amortization
    6,165       6,605  
Corporate general and administrative expenses
    12,651       12,823  
Gain on sale of assets
    (300 )     (10,151 )
                 
Station Operating Income
  $ 79,045     $ 83,450  
                 
 
Intangible Assets.  Intangible assets, net of amortization, were $352.4 million and $348.4 million as of December 31, 2005 and 2004, respectively. These intangible asset balances primarily consist of broadcast licenses and goodwill, although we possess certain other intangible assets obtained in connection with our acquisitions, such as non-compete agreements. Intangible assets, net, increased due to acquisitions. Goodwill represents the excess of purchase price over the fair value of tangible assets and specifically identified intangible assets.
 
Liquidity and Capital Resources
 
Historical Cash Flows
 
Historically, our principal needs for liquidity have been to fund the acquisitions of radio stations, expenses associated with station and corporate operations, capital expenditures and interest and debt service payments. Our principal sources of funds for these requirements have been cash flow from operations and cash flow from financing activities, such as borrowings under our existing senior credit facilities and long-term intercompany borrowings.
 
The statements of cash flows included in our consolidated financial statements include both continuing and discontinued operations. The comparison of cash flows data between the three-month periods ended March 31, 2007 and 2006, and year over year during the three-year period ended December 31, 2006, are not useful in evaluating our historical cash flows generated by radio operations.
 
Three Months Ended March 31, 2007 Compared to Three Months Ended March 31, 2006
 
For the three months ended March 31, 2007, net cash provided by operating activities increased $2.4 million to $6.8 million, from $4.4 million for the three months ended March 31, 2006. The increase is primarily attributable to a $14.1 million increase in deferred income taxes and a $7.9 million increase in accounts payable and other liabilities offset by a $20.5 million decrease in prepaids and accrued income taxes with favorable offsets related to the net change in the remaining operating activities.
 
For the three months ended March 31, 2007, net cash used in investing activities decreased $7.8 million to $0.2 million, from $8.0 million for the three months ended March 31, 2006. The decrease is primarily attributable to a decrease of $5.9 million from capital expenditures and a $1.9 million decrease from purchase of intangibles and other assets.


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For the three months ended March 31, 2007, net cash used in financing activities totaled $11.8 million compared to net cash used in financing activities of $3.9 million for the three months ended March 31, 2006. The variances were primarily due to scheduled principal payments under our term loan facility.
 
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 (Radio)
 
For the Combined Period, net cash used by operating activities was $182 million, as compared to net cash provided by operating activities of $60 million for the year ended December 31, 2005, a change of $242 million. We generated approximately $23 million of net cash from operating activities during the Combined Period post-Acquisition. The use of cash in 2006 during the pre-Acquisition period is not representative of normal operations as non-radio assets, those not included in the Acquisition, were disposed of.
 
For the Combined Period, net cash used in investing activities decreased $498 million to $501 million from net cash used in investing activities of $3 million for the year ended December 31, 2005. We used approximately $1,221 million of our net cash in investing activities during the Combined Period post-Acquisition. This usage reflected the purchase of the radio operations of Susquehanna Pfaltzgraff Co. There was cash generated from investing activities in the pre-Acquisition period of $720 million primarily related to the disposition of the non-radio assets of Susquehanna Pfaltzgraff Co.
 
For the Combined Period, net cash provided by financing activities increased $740 million to $683 million from net cash used in financing activities of $57 million for the year ended December 31, 2005. We generated approximately $1,206 million, of our net cash from financing activities during the Combined Period post-Acquisition. This amount resulted primarily from long-term borrowings and capital contributions from the equity investors. In the pre-Acquisition period the cash used in financing of $523 million was due to the net repayment of debt, purchase of minority interests, and distributions to Trusts controlled by the former shareholders. All these activities were in preparation of the sale of the radio operations of SPC.
 
Radio capital expenditures, excluding acquisitions, were $9.0 million and $6.9 million for the years ended December 31, 2006 and 2005, respectively. Capital expenditures over these periods were used primarily for the implementation of HD Radiotm technology, investment in signal upgrades and radio-related equipment and for information technology projects.
 
Prior to the closing of the Acquisition, all of SPC’s historical indebtedness, including the then-outstanding borrowings under SPC’s senior secured credit facilities was repaid. On February 1, 2006, SPC repurchased all the outstanding 7.375% Senior Subordinated Notes for $162.3 million in cash utilizing its then-existing senior secured credit facilities.
 
Sources of Liquidity
 
As of March 31, 2007, we had $919.8 million in aggregate indebtedness, including the notes, with an additional $100 million of borrowing capacity available under CMP’s revolving credit facility, subject to satisfaction of certain conditions.
 
As of March 31, 2007, CMP had $669.8 million outstanding under its term-loan facility. Although nothing was drawn on its revolving credit facility, CMP had approximately $3.3 million of letters of credit outstanding, which has the effect of reducing revolving credit availability to $96.7 million. During the three months ended March 31, 2007, there was a principal payment on the term loan facilities of $11.8 million.
 
The term loan facility will mature on May 5, 2013, and will amortize in equal quarterly installments that began on September 30, 2006, with 0.25% of the initial aggregate advances payable each quarter until maturity, when the balance is due. The revolving credit facility will mature on May 5, 2012 and, except at our option, the commitment will remain unchanged up to that date.
 
Borrowings under the term loan facility bear interest, at our option, at a rate equal to LIBOR plus 2.0% or the Alternate Base Rate (defined as the higher of the Federal Funds Rate plus 1/2 of 1% and the Deutsche Bank Prime Rate) plus 1%.


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At March 31, 2007, prior to the effect of the interest rate swap, the effective interest rate on the term loan was 7.4%.
 
The credit agreement governing the senior secured credit facility also contains a number of other covenants that limit our flexibility in operating our business as well as covenants that require that we maintain certain specified financial ratios. See “Description of Other Indebtedness — Senior Secured Credit Facilities.”
 
The Notes
 
The indenture governing the notes also contains a number of covenants that limit our flexibility in operating our business. Subject to certain exceptions, the indenture governing the notes permits us and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness. See “Description of the Notes.”
 
Future Needs for Liquidity
 
We expect our future needs for liquidity to arise primarily from expenses associated with our station and corporate operations, capital expenditures, payment of the management fee and expenses under the Cumulus management agreement, and interest and debt service payments under CMP’s senior secured credit facilities and the notes. In addition, we may from time to time engage in portfolio development. We expect our cash flows from operations, combined with availability under our new revolving credit facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital expenditures for a period that includes at least the next 12 months.
 
Contractual Obligations
 
The following table reflects Radio Holdings’ contractual cash obligations as of March 31, 2007 on a historical basis in the respective periods in which they are due (dollars in thousands).
 
                                                         
    Total
 		                                     
Contractual Cash
 		  Amounts
 		                                     
Obligations
  Committed     2007     2008     2009     2010     2011     Thereafter  
 
Long-term CMP debt
  $ 931,500     $ 7,000     $ 7,000     $ 7,000     $ 7,000     $ 7,000     $ 896,500  
Broadcast rights(1)
    34,600       11,300       11,650       11,650       —       —       —  
Operating leases
    35,929       4,753       4,879       4,456       4,328       3,290       14,223  
Other contractual obligations
    32,143       12,350       10,279       9,466       48       —       —  
                                                         
Total
  $ 1,034,172     $ 35,403     $ 33,808     $ 32,572     $ 11,376     $ 10,290     $ 910,723  
                                                         
 
 
(1) Broadcast rights represent fees we are obligated to pay in exchange for the rights for our station, KNBR-AM, to broadcast San Francisco Giants baseball games through the 2009 MLB baseball seasons and Radio Holdings, through an indirect subsidiary, holds broadcast rights for the Kansas City Chiefs NFL franchise through the 2009 football season. The contract requires minimum rights payments of $2.8 million, $2.9 million, and $3.0 million for the 2007, 2008 and 2009 football seasons, respectively. See the notes to the audited consolidated financial statements of Radio Holdings for more information.
 
(2) Other contractual obligations includes minimum management fee payments under the management agreement with Cumulus and the advisory services agreement with the Sponsors, amounts owed under our contractual agreement with Arbitron and amounts payable to certain on-air talent.
 
From time to time, we evaluate potential acquisitions of radio stations. In connection with future acquisition opportunities, we may incur additional debt or issue additional equity securities depending on market conditions and other factors. We have no current commitments or agreements with respect to any material acquisitions.


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Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
Intangibles
 
As of March 31, 2007, approximately 91.3% of our total assets consisted of intangible assets, such as radio broadcast licenses and goodwill, the value of which depends significantly upon the operational results of our business. We could not operate the radio stations without the related FCC license for each station. FCC licenses are renewed every eight years; consequently, we continually monitor the activities of our stations to ensure they comply with all regulatory requirements. Historically, all of our licenses have been renewed at the end of their respective eight-year periods, and we expect that all licenses will continue to be renewed in the future.
 
Although the value of FCC licenses are not depreciable for GAAP purposes, current U.S. federal income tax rules presently permit us to deduct the deemed depreciation of each FCC license on a straight-line basis over 15 years.
 
Recent Accounting Pronouncements
 
FIN 48.  In July 2006, the FASB issued SFAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of SFAS Statement No. 109. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include the following:
 
  •  a decision not to file a tax return in a particular jurisdiction for which a return might be required,
 
  •  an allocation or a shift of income between taxing jurisdictions,
 
  •  the characterization of income or a decision to exclude reporting taxable income in a tax return, or
 
  •  a decision to classify a transaction, entity, or other position in a tax return as tax exempt.
 
FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is “more likely than not” that a company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. This is a change from prior practice, whereby companies were able to recognize a tax benefit only if it is probable a tax position will be sustained.
 
Radio Holdings adopted the provisions of FIN 48 on January 1, 2007. Radio Holdings classifies interest and penalties relating to uncertain tax positions in income taxes. Radio Holdings files numerous income tax returns at the United States federal jurisdiction and for various state jurisdictions. Radio Holdings is indemnified by SPC’s selling stockholders against realized tax uncertainties for periods prior to the date of the Acquisition. Management has evaluated our exposure for tax uncertainties considering these indemnities. Consequently, Radio Holdings recorded no reserve for tax uncertainties as management believes all of Radio Holdings’ net open positions are “more likely than not” to be sustained based on technical merits. Accordingly, Radio Holdings expects no change in its unrecognized tax benefits for the next 12 months. Due to the presence of net operating losses incurred in recent years, Radio Holdings is subject to examination for prior years. Its liability resulting from any examinations would consider the indemnities described above.
 
SFAS No. 155.  In February 2006, the Financial Accounting Standards Board issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement is effective for all financial instruments acquired or issued after the beginning of Radio Holdings’ fiscal year 2007 and is not expected to have a material impact on its consolidated financial statements.
 
SFAS 157.  In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement.  SFAS 157 establishes a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements. However, it eliminates inconsistencies in the guidance provided in previous accounting pronouncements.


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SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. All valuation adjustments will be recognized as cumulative-effect adjustments to the opening balance of retained earnings for the fiscal year in which SFAS 157 is initially applied. Radio Holdings is currently evaluating the impact that SFAS 157 will have on its consolidated financial statements.
 
SFAS No. 159.  In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115, which becomes effective for fiscal periods beginning after November 15, 2007. Under SFAS No. 159 companies may elect to measure specified financial instruments and warranty and insurance contracts at fair value on a contract-by-contract basis, with changes in fair value recognized in earnings each reporting period. The election called the “fair value option” will enable some companies to reduce volatility in reported earnings caused by measuring related assets and liabilities differently. Radio Holdings does not expect this issue to have a material impact on its consolidated financial statements.
 
SAB No. 108.  In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB 108 provides guidance on how prior year misstatements should be considered when quantifying misstatements in the current year financial statements. The SAB requires registrants to quantify misstatements using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB 108 does not change the guidance in SAB 99, Materiality, when evaluating the materiality of misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. Upon initial application, SAB 108 permits a one-time cumulative effect adjustment to beginning retained earnings. Effective May 5, 2006, Radio Holdings adopted SAB 108 which did not have an impact on its 2006 consolidated financial statements.
 
Quantitative and Qualitative Disclosure About Market Risk
 
As of March 31, 2007, approximately 48.4% of our long-term debt bears interest at variable rates. Accordingly, our earnings and after-tax cash flow are affected by changes in interest rates. Assuming the current level of borrowings at variable rates and assuming a one percentage point change in the average interest rate under these borrowings, it is estimated that our interest expense would have changed by $1.1 million for the three months ended March 31, 2007. The credit agreement and indenture require CMP to have no more than 50% of its leverage subject to floating interest rate risk.
 
In August 2006, CMP entered into an interest rate swap arrangement to manage fluctuations in cash flows resulting from interest rate risk attributable to changes in the benchmark interest rate of LIBOR. The transaction has an effective date of November 9, 2006 and locks in the future interest expense at 5.2075% for the first $225.0 million of bank borrowings for one year. The swap is accounted for as a qualifying cash flow hedge of the future variable rate interest payments in accordance with SFAS No. 133, whereby changes in the fair market value are reflected as adjustments to accumulated other comprehensive income.
 
In the event of an adverse change in interest rates, management would likely take actions, in addition to the interest rate hedging requirement discussed above, to further mitigate its exposure to floating interest rate risk. Due to the uncertainty of the actions that would be taken and their possible effects, additional analysis is not possible at this time. Further, such analysis could not take into account the effects of any change in the level of overall economic activity that could exist in such an environment.
 
Inflation
 
The impact of inflation on our operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operating results, particularly since CMP’s senior secured credit facilities consist of floating-rate loans.


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BUSINESS
 
We are the largest privately owned radio broadcasting company in the United States and the 11th largest radio broadcasting company overall in the United States based on 2006 revenues. We own 32 radio stations, of which we operate 20 FM and 7 AM revenue-generating stations in 8 metropolitan markets in the United States. We believe our properties represent a unique collection of radio assets with diversified geographic presence and programming formats. Our stations serve four of the ten largest radio markets in the United States by revenue (San Francisco, Dallas, Atlanta and Houston) in addition to the Cincinnati, Kansas City, Indianapolis, and York, PA, markets. We believe our station portfolio includes a number of the highest revenue-grossing and most listened-to stations in our markets. In 2006, we had net revenues of $222.7 million and Station Operating Income of $80.5 million. Please see “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data” for the definition of Station Operating Income.
 
We have followed a focused strategy of assembling and operating clusters of stations in some of the nation’s largest markets. According to BIA, our cluster rank by revenue is in the top three in six of the eight markets in which we operate. According to Arbitron, 22 of our stations have ratings ranking them in the top 3 within their formats in their respective markets, including 14 stations that rank first within their formats and 6 stations that rank second within their formats. The majority of our stations enjoy strong ratings in their target demographics, reflecting loyal listener bases, which we believe are driven by these stations’ long-standing community presences and established brands. In addition, we believe our markets have attractive demographics. According to BIA, most of our markets have per capita and household EBI, expected household EBI growth and expected population growth in excess of the national average, which we believe makes our stations attractive to a broad base of radio advertisers and reduces our dependence on any one economic sector or specific advertiser.
 
Our stations offer a broad range of programming formats, including country, contemporary hit radio/top 40, adult contemporary, oldies, rock and sports and talk radio, each targeted to a specific demographic audience within our markets. In addition, we have affiliations with ten professional sports teams across several of our markets, increasing our attractiveness to national and local advertisers. We believe our presence in large metropolitan markets, clustering strategy and variety of programming formats make us attractive to a diverse base of local and national advertisers, which, together with our strong ratings, provide us the opportunity to generate higher market revenue share.
 
Our stations have historically realized consistent levels of profitability due, in part, to consistent historical growth in radio advertising spending in the United States. According to the Radio Advertising Bureau, total radio advertising revenue has grown every year since 1960, with the exception of 1961, 1991 and 2001. Our annual revenue growth has exceeded that of the radio broadcasting industry in five of the past six years, and we believe our 2005 pro forma Adjusted Station Operating Income margin is among the highest in the industry. Please see “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data” for the definition of pro forma Adjusted Station Operating Income. In addition, although we have substantially completed implementation of HD Radiotm technology across our station portfolio, our capital expenditures have represented less than 4% of revenues over the past three years. We believe that our capital expenditure requirements will remain at similarly low levels for the foreseeable future, contributing to our ability to generate consistent free cash flow.
 
We believe we have several significant opportunities for growth within our current business model. One source of growth is the maturation of recently reformatted or rebranded stations. We have also been successful in driving revenue growth through investing in signal upgrades, which allow for a larger audience reach, for stations that were already strong performers. In addition, we believe we are a leader in the implementation of HD Radiotm technology. HD Radiotm technology enables FM stations to deliver “CD-like” sound quality. We believe it will also revitalize AM radio programming by allowing AM stations to convert their existing mono and analog standards into digital and stereo formats. Over the long term, HD Radiotm has the potential to provide increased functionality such as on-demand traffic, on-demand weather, on-demand sports scores and vehicle navigation.


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In connection with the Transactions, our indirect parent, Holdings, entered into a management agreement with Cumulus, the second-largest radio company in the United States based on the number of stations owned or operated. See “Certain Relationships and Related Party Transactions — Cumulus Management Agreement.” We believe that Cumulus is one of the premier radio management companies in the United States. According to Arbitron, Cumulus has assembled market-leading groups or clusters of radio stations that rank first or second in terms of revenue share or audience share in substantially all of its markets. During the three-year term of the Cumulus management agreement, officers of Cumulus will serve as our officers and will manage our operations. Our stations and Cumulus’s stations do not overlap or compete against one another in any market.
 
Our Station Portfolio
 
The following table sets forth selected recent information about our radio station portfolio. This table does not include stations that we own but that are operated by third parties under LMAs. See “Business — Market Overviews.” Market rank by revenue and cluster rank by revenue data are from BIA, and station audience share and station rank by format data are from Arbitron.
 
                                 
    Market
 		    Cluster
 		        Station
 		     
    Rank by
 		    Rank by
 		        Audience
 		    Target
Markets and Stations
  Revenue     Revenue    
Format
  Share(1)    
Demographic
 
San Francisco, CA
    4       3                  
KFOG-FM/KFFG-FM(2)
                  Adult Alternative /            
“KFOG”
                  Classic Rock     2.8     Adults 25-54
KNBR-AM/KTCT-AM(3)
                               
“KNBR”
                  Sports     2.9     Men 25-54
KSAN-FM “The Bone”
                  Rock     2.3     Adults 25-54
Dallas/Ft. Worth, TX
    5       3                  
KDBN-FM “The Bone”
                  Album Oriented Rock /     1.5     Adults 25-54
                    Classic Rock            
KLIF-AM/KKLF-AM(2)
                  News/Talk/Sports     1.5     Adults 35-64
KPLX-FM “The Wolf”
                  Country     4.5     Adults 25-54
KTCK-AM/KTDK-FM(2)
                               
“The Ticket”
                  Sports     2.1     Men 25-54
Atlanta, GA
    6       7                  
WNNX-FM “99x”
                  Rock     2.0     Adults 18-34
WWWQ-FM “Q100”
                  Contemporary Hit Radio/     1.6     Women 18-34
                    Top 40            
Houston, TX
    8       6                  
KRBE-FM
                  Contemporary Hit Radio /     3.8     Women 18-34
                    Top 40            
Cincinnati, OH
    23       3                  
WGRR
                  Oldies     3.7     Adults 25-54
WRRM-FM “Warm 98”
                  Adult Contemporary     6.2     Women 25-54
WFTK
                  FM Talk     0.8     Adults 25-54
Kansas City, MO
    31       3                  
KCFX-FM “The Fox”
                  Album Oriented Rock /     4.4     Adults 25-54
                    Classic Rock            
KCJK-FM “JACK-FM”
                  Adult Contemporary     2.8     Adults 25-54
KCMO-AM
                  News/Talk/Sports     2.3     Adults 35-64
KCMO-FM
                  Oldies     4.8     Adults 25-54
Indianapolis, IN
    33       3                  
WFMS-FM
                  Country     9.6     Adults 25-54
WJJK-FM “JACK-FM”
                  Adult Contemporary     3.8     Adults 25-54
WISG-FM “The Song”
                  Religion     2.7     Adults 25-54
York, PA(4)
    125       1                  
WARM-FM “WARM 103”
                  Adult Contemporary     6.6     Women 25-54
WSOX-FM “Oldies
                               
96.1”/WGLD-AM(2)
                  Oldies     5.9     Adults 35-64
WSBA-AM
                  News/Talk/Sports     4.4     Adults 35-64


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(1) “Station Audience Share” represents a percentage generally computed by dividing the average number of persons over 12 listening to a particular station during specified time periods by the average number of such persons for all stations in the market area as determined by Arbitron.
 
(2) These stations are simulcast. For station audience share purposes, we aggregate the simulcast stations, and for station ranking purposes, we show the higher-rated station’s rank.
 
(3) These stations are partially simulcast and co-branded under the name “KNBR,” and have been treated as simulcast for the purposes of this table.
 
(4) These stations also reach Lancaster, PA.
 
Business Strategy
 
Our business strategy includes the following key elements intended to establish leadership positions in the markets we serve and to enhance our operating and financial performance.
 
  •  Focus on Clusters in Large Markets.  We believe that large markets provide an attractive combination of scale, stability and opportunity for future growth. We have followed a focused strategy of operating sizeable clusters of stations within our markets, and we manage a large share of the radio advertising within each market. This market position allows us to offer advertisers more attractive advertising packages targeted towards more specific audiences. In addition, the ability to share human resources, information technology, engineering, legal, marketing and other costs across cluster stations helps to improve our Station Operating Income margins.
 
  •  Improve Operating Performance Using Cumulus’s Best-in-Class Practices.  Our indirect parent, Holdings, has entered into a management agreement with Cumulus, the second largest radio company in the United States based on number of stations owned or operated. Cumulus has been recognized as having one of the top management teams in the radio industry. The Chairman and Chief Executive Officer of Cumulus, Lewis W. Dickey, Jr., is our Chairman, President and Chief Executive Officer. Mr. Dickey was named “Best Radio & TV Broadcasting CEO” by Institutional Investor (January 2005). Among the reasons identified for this recognition were Mr. Dickey’s record for reducing Cumulus’s debt and improving its free cash flow while still acquiring operationally critical assets. We believe that the combination of best-in-class business practices from Cumulus’s management team together with the enhanced purchasing power, scale and supplier relationships that results from the common management of the portfolios of Cumulus and our company helps us drive local sales growth and operating efficiencies and improve Station Operating Income margins.
 
  •  Drive Local Sales Growth.  We are implementing best-in-class business practices of Cumulus to drive local sales growth at each of our stations. Our sales strategy includes expanding our local sales forces, employing a tiered commission structure to focus individual sales staffs on new business development as distinct from existing accounts, and implementing new inventory and account management systems to enhance the overall productivity of our local sales forces. We believe that this strategy provides a higher level of service to our existing customer base and expands our base of advertisers, which enables us to outperform the traditional growth rates of our markets. Cumulus has successfully employed a similar strategy with its sales force driving industry-leading local sales growth in recent years.
 
  •  Drive Operating Efficiencies.  Following the Acquisition, we centralized a significant portion of operations, including programming, that had historically been decentralized. Mr. Dickey and his management team intend to continue to identify specific opportunities to reduce operating costs at each of our stations, across general and administrative, technical, programming, sales and promotions areas.
 
  •  Employ Market Research and Targeted Programming.  We seek to maximize station operating performance through market research and targeted programming. We maintain and regularly update extensive listener databases that provide valuable insight into our listener base. We also retain consultants and research organizations to continually evaluate listeners’ preferences and use information gathered from


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  these sources to optimize our programming and marketing strategies. These strategies have included format changes and utilization of customized marketing campaigns to expand our listener base. We believe these strategies have contributed to the strong ratings and market positions of our stations. We believe the combination of our existing local market research abilities with the scale of Cumulus’s in-house market research allows us to maximize our future station operating performance.
 
  •  Continue to Build Strong Relationships with Listeners and Advertisers.  We are focused on developing and maintaining strong relationships with both our listeners and advertiser base in our stations’ communities. Our stations maintain close relationships with listeners via e-mail event notification and weekly/biweekly station newsletters made possible by maintaining extensive listener databases. In addition, our stations host numerous high-profile community service events, concerts and listener promotions each year. These relationships with our listeners allow us to offer value-added marketing services to our advertiser base, including contacting listeners via targeted marketing campaigns.
 
  •  Maintain Balanced Advertising Load.  We closely manage our on-air inventory to maximize revenue without jeopardizing listening levels and resulting ratings. We believe that our stations maintain lower inventory levels in many of the markets we serve than our competitors. Our stations generally respond to demand for on-air inventory by varying pricing rather than varying target inventory levels. We believe that this strategy supports long-term positive ratings trends and stable revenue growth.
 
  •  Pursue Strategic Acquisitions and Alternatives.  Our portfolio development strategy has been focused on clustering radio stations in our existing markets and making opportunistic acquisitions in new markets in which we believe we can cost-effectively achieve a leading position in terms of audience and revenue share. We may also pursue strategic alternatives, such as asset swaps, to diversify or strengthen our portfolio of stations. In evaluating potential new stations, we assess the strategic fit of the station with our existing clusters of radio stations. When entering a new market, we would typically seek to acquire a “platform” upon which to expand our portfolio of stations and build a leading cluster of stations. We believe our ability to further develop our portfolio has been enhanced by our association with Cumulus, which we believe has a long history of successfully identifying and integrating acquisitions and asset swaps.
 
  •  Pursue Internet Initiatives.  We have aggressively pursued Internet opportunities, such as online streaming and incorporating advertisement-replacement technologies into streams. We have achieved success with radio streaming and, as a result, all of our stations are currently streamed over the Internet. Further, we believe San Francisco’s KFOG and Dallas’ “The Wolf” are among the most streamed stations in the country. These Internet initiatives expand our audience reach through new distribution methods while offering potential new revenue sources.
 
Industry Overview
 
The primary source of revenues for radio stations is the sale of advertising time to local and national spot advertisers and national network advertisers. The growth rate in total radio advertising revenue tends to be fairly stable. According to the Radio Advertising Bureau, during the past decade, local advertising revenue as a percentage of total radio advertising revenue in a given market has ranged from approximately 75% to 80%. According to the Radio Advertising Bureau, with the exception of 1961, 1991, and 2001, when total radio advertising revenue fell by approximately 0.5%, 2.8% and 7.5%, respectively, advertising revenue has risen each year since 1960. As advertisers look to new advertising media, we believe local advertising will remain robust. In a survey of advertisers by LEK Consulting, participants ranked local radio ahead of other media in terms of return on investment. We believe that radio advertising remains the best and most cost-effective means of reaching a targeted local audience.
 
According to the Radio Advertising Bureau, radio reaches approximately 94% of all consumers over the age of 12 every week. The average listener over the age of 12 spends an average of nearly 20 hours per week listening to radio. A significant portion of all radio listening is done outside the home, primarily while commuting in the car. The Radio Advertising Bureau estimates that radio reaches 82% of adults 18 and older in the car each week.


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Radio is recognized by advertisers as an efficient, cost-effective means of reaching specifically identified demographic groups. Radio stations are typically classified by their on-air format, such as country, adult contemporary, oldies or news/talk. A radio station’s format and style of presentation enables it to target certain demographics. By capturing a specific share of a market’s radio listening audience, with particular concentration in a targeted demographic, a radio station is able to market its broadcasting time to advertisers seeking to reach a specific audience.
 
Radio is differentiated from other advertising media due to its minimal production costs for advertisers, low CPMs (Cost Per Thousand Impressions) and its ability to reach out to a specifically identifiable consumer base in a cost effective manner. According to the Radio Advertising Bureau, radio advertising’s return on investment was determined to be 49% higher than that of television advertising. As various forms of old and new media compete for advertising dollars, we believe radio’s ubiquity and uniquely attractive local characteristics will sustain its strong position in the media market.
 
The radio industry has recently begun broadcasting digital radio signals. Currently, over 500 stations across the United States have begun high-definition, or HD Radiotm broadcasts, with over 1,000 stations expected by the end of 2005 and 5,000 stations by 2010. HD Radiotm technology will enable FM stations to deliver “CD-like” sound quality. We believe it will also revitalize AM radio programming as it allows AM stations to convert their existing mono and analog standards into digital and stereo formats. Over the long term, HD Radiotm has the potential to provide increased functionality such as on-demand traffic, on-demand weather, on-demand sports scores and car navigation.
 
Market Overviews
 
We own and operate radio stations in the following markets:
 
San Francisco, CA.  We have operated in the San Francisco market since 1983, and currently own and operate three FM and two AM stations in the San Francisco market area. We own and operate KNBR-AM, one of the original 50,000 watt, clear channel AM licenses, which provides clear reception throughout northern California and as far inland as eastern Nevada. The station is currently programmed with a sports talk format and has the broadcast rights to the San Francisco Giants, San Francisco Forty-Niners and the Golden State Warriors. All of our San Francisco stations are ranked among the top 5 stations in their respective target demographics. The San Francisco market ranks fourth in the country in market rank by revenue.
 
Dallas/Ft. Worth, TX.  We have been operating in the Dallas market since 1974. We currently own three FM and three AM stations in the Dallas market. One of our stations, KTCK — AM (simulcast on KTDK — FM), which is programmed with a sports talk format, is ranked first in the market among men between the ages of 25 and 54. KPLX — FM, which is programmed with a “Texas country” format, is ranked third in the market among men and women between the ages of 25 and 54. The Dallas/Ft. Worth market ranks fifth in the country in market rank by revenue.
 
Atlanta, GA.  Atlanta represents one of the most desirable radio broadcast markets in the country, with only 25 FM and 34 total radio stations serving the main commercial market, as measured by Arbitron. We currently own and operate two FM stations in the market. We entered the Atlanta market in 1974 with the acquisition of WNNX — FM, which is programmed with new rock and ranked fourth among men between the ages of 18 and 34. Our Atlanta stations also include WWWQ — FM, which debuted in the Atlanta market on January 22, 2001 with a Top 40 format. WWWQ — FM is currently ranked fifth in the market among women between the ages of 18 and 34. The Atlanta market ranks sixth in the country in market rank by revenue.
 
Houston, TX.  We entered the Houston market in 1986 when we acquired KRBE — FM, which serves the Houston market with a Top 40 radio format. KRBE — FM has been a dominant radio station in Houston since the 1970s and is ranked second among women between the ages of 18 to 34. The Houston market ranks eighth in the country in market rank by revenue.


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Cincinnati, OH.  We have operated in Cincinnati since 1972, and currently own and operate three FM stations in the market. WRRM — FM, which is programmed with adult contemporary, is the sole adult contemporary station in the market and is ranked first in the market among women between the ages of 25 and 54. WMOJ — FM, which is programmed as a rhythmic oldies station, is a strong contender, placing third in the market among women between the ages of 25 and 54. WYGY — FM is a country station that we purchased in the fall of 2002. On October 31, 2006, we entered into an asset exchange agreement with Entercom Cincinnati LLC and Entercom Cincinnati License, LLC Providing for a station swap in the greater Cincinnati metro area. The transaction remains pending, but pursuant to mutual LMAs, we commenced operation of WRGG-FM, and Entercom commenced operation of our 94.9 radio station, now known as WSWD-FM. The Cincinnati market ranks 23rd in the country in market rank by revenue.
 
Kansas City, MO.  In July 2000, we acquired three radio stations serving the Kansas City market. Oldies KCMO — FM is currently tied for first in its target demographic of adults between the ages of 35 and 64 in the market. KCFX — FM is the flagship station for the Kansas City Chiefs. KCMO — AM is one of the oldest continuously operated radio stations in the United States, on the air since 1936. Prior to April 1, 2004, we owned only 40% of KCJK — FM (formerly KFME — FM). On April 1, 2004, we purchased the remaining 60% ownership in KCJK — FM.
 
Indianapolis, IN.  We have operated in Indianapolis since 1972, and currently own three FM stations in the market. WFMS — FM, which is programmed with contemporary country, is the second ranked station in the market among adults between the ages of 25 and 54 and has ranked either first or second in the market since 1992. In January 2007 WISG — FM changed its format from contemporary Christian to FM talk. WJJK-FM is programmed with a “Jack” format, which is a hit-based format with a large and varied play list of 1970s, 1980s and 1990s hits with some current hot adult contemporary singles. The Indianapolis market ranks 33rd in the country in market rank by revenue.
 
York, PA.  We have operated in York since 1942, and currently own and operate three stations in the market. WARM-FM, which is programmed with an adult contemporary format, is tied for second in the market among women between the ages of 25 and 54. WSBA — AM, which is programmed talk and news, is the AM ratings leader in York. We purchased Oldies WSOX — FM on August 1, 2003, which is now tied for third in the market among adults 35 to 64. WGLD-AM is currently off air. The York market ranks 125th in the country in market rank by revenue.
 
We also own the following five stations that are operated by third parties under LMAs. We own KGVL — AM and KIKT — FM in the Dallas/Ft. Worth, Texas market and WAVG — AM, WZZB — AM and WQKC — FM in the Louisville, Kentucky market.
 
Advertising
 
The primary source of our revenues is the sale of broadcasting time on our radio stations for local, regional and national advertising. During 2006, 2005 and 2004, approximately 76%, 71% and 72%, respectively, of our net revenues were from local and regional advertising and 20% of our net revenues were from national advertising in each of the years. We generate additional revenues by marketing our proprietary database of listeners, selling online advertising and sponsoring local events. These other sources of revenue supplement our traditional advertising revenues without increasing on-air commercial time. Like other industry participants, we sometimes utilize trade or barter agreements to exchange advertising time for goods or services such as travel or lodging, instead of for cash. In 2006, 2005 and 2004, our non-cash advertising revenues accounted for approximately 1% of our total advertising revenues.
 
Our local advertisers cover a wide range of categories, including automotive dealers, airlines, telecommunications, financial institutions, furniture and home furnishings, food and beverage stores, food services and drinking, and electronics and equipment. Our contracts with our advertisers are generally short-term.
 
Each radio station’s local sales staff solicits advertising either directly from local advertisers or indirectly through advertising agencies. We employ a strategy of building local direct accounts by employing personnel


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in each of our markets to produce custom commercials that respond to the needs of our advertisers. Regional advertising sales, which we define as sales in regions surrounding our markets to companies that advertise in our markets, are generally made by our local sales staff.
 
To generate national advertising sales, we intend to engage a firm specializing in soliciting radio advertising sales on a national level as our exclusive national representative. National sales representatives obtain advertising principally from advertising agencies located outside the station’s market and receive commissions from us based on our gross revenue, net of agency commission, from the advertising sold.
 
We estimate the optimum number of advertisements available for sale by a station for a particular time period. The number of advertisements that can be broadcast without jeopardizing listening levels (and resulting ratings) is limited in part by the programming format of a particular station. We seek to maximize revenue by closely managing on-air inventory of advertising time and adjusting prices to local market conditions. We seek to broaden our base of advertisers in each of our markets by providing a wide array of audience demographic segments across our cluster of stations, thereby providing each of our potential advertisers with an effective means of reaching a targeted demographic group. Each of our stations has a general target level of on-air inventory that it makes available for advertising. This target level may vary at different times of the day but tends to remain stable over time. Much of our selling activity is based on demand for our on-air inventory and, in general, we respond to this demand by varying prices rather than varying our target inventory level for a particular station. As a result, most changes in revenue are explained by demand-driven pricing changes rather than changes in available inventory.
 
We believe that radio is one of the most efficient and cost-effective means for advertisers to reach specific demographic groups. Advertising rates charged by radio stations are based primarily on:
 
  •  a station’s share of audiences in the demographic groups targeted by advertisers;
 
  •  the number of stations in the market competing for the same demographic groups;
 
  •  the supply of and demand for radio advertising time; and
 
  •  certain qualitative factors.
 
Rates are generally highest during morning and afternoon commuting hours. A station’s listenership is reflected in ratings surveys that estimate the number of listeners tuned to the station and the time they spend listening. Each station’s ratings are used by its advertisers and advertising representatives in connection with advertising sales and are used by us to chart audience growth, set advertising rates and adjust programming. The radio broadcast industry’s and our principal rating agency is Arbitron, which publishes periodic ratings surveys for significant domestic radio markets. We have agreements with Arbitron that give us access to Arbitron’s ratings materials in a majority of our markets through March 2010. Since 2004, Arbitron has been promoting an electronic radio rating system, as opposed to its historical manual system of gathering information from media users. We do not know when or to what extent the radio industry will adopt the new electronic rating system, nor whether the information obtained from this new system will affect our ratings or our audience demographics.
 
Strong Local Management Teams
 
We decentralize our operations to regional and local levels. Each of our regional and local station groups is managed by a team of experienced broadcasters who best understand the local music tastes, demographics and competitive opportunities of their particular market. Under the direction and supervision of the Cumulus management team, our local managers run the day-to-day operations of their stations and develop and implement strategies that we expect will improve station performance and establish long-term relationships with listeners and advertisers. The compensation of our local station managers is dependent upon the financial performance of their respective stations.


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Competition
 
The radio broadcasting industry is very competitive. The success of each of our stations depends largely upon its audience ratings and its share of the overall advertising revenues within its market. Our audience ratings and advertising revenue are subject to change, and any adverse change in a particular market affecting advertising expenditures or an adverse change in the relative market share of the stations located in a particular market could have a material adverse effect on the revenues of our radio stations located in that market. There can be no assurance that any one or all of our radio stations will be able to maintain or increase current audience ratings or advertising revenue market share.
 
Our stations compete directly for listeners and advertising revenues with other radio stations within their respective markets. Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. By building a strong listener base comprised of specific demographic groups in each of its markets, we are able to attract advertisers seeking to reach those listeners. Radio stations periodically change their formats to compete directly with other stations for listeners and advertisers. Another station’s decision to convert to a format similar to that of one of our radio stations in the same geographic area or launch an aggressive promotional campaign may result in lower ratings and advertising revenue and increased promotion and other expenses for us which, in turn, may lower our station operating income.
 
Factors that are material to a radio station’s competitive position include station brand identity and loyalty, management experience, the station’s local audience rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations in the market area. We attempt to improve our competitive position in each of our markets by extensively researching our stations’ programming, by implementing advertising campaigns aimed at the demographic groups for which our stations program and by managing our sales efforts to attract a larger share of advertising dollars for each individual station. In selling advertising, however, we compete with many organizations that have substantially greater financial and other resources.
 
In 1996, changes in federal law and FCC rules dramatically increased the number of radio stations a single party could own and operate in a single market. We believe that companies that elect to take advantage of those changes by forming groups of commonly owned stations or joint arrangements such as LMAs in a particular market may in certain circumstances have lower operating costs and may be able to offer advertisers in those markets more attractive rates and services. Although we currently operate multiple stations in many of our markets and intend to pursue the creation of additional multiple station groups in particular markets, our competitors in certain markets include other parties who own and operate as many stations as we do or more stations than we do. We may also compete with those other parties or broadcast groups for the purchase of additional stations in those market or new markets. Some of these groups are owned or operated by companies that have substantially greater financial and other resources.
 
Although the radio broadcasting industry is highly competitive, and competition is enhanced to some extent by changes in existing radio station formats and upgrades of power, certain regulatory limitations on market entry continue to exist. The operation of a radio broadcast station requires a license from the FCC, and the number of radio stations that an entity can own and operate in a given market is limited by the availability of FM and AM radio frequencies allotted or assigned by the FCC to communities in that market, as well as by the FCC’s multiple ownership rules regulating the number of stations that may be owned and controlled by a single entity and the reach of the AM signals in that market. See “— Federal Regulation of Radio Broadcasting.”
 
In addition to other radio stations, we compete for advertising revenues with other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons and outdoor advertising. The radio broadcasting industry also competes with new media technologies, such as the delivery of audio programming by cable television systems, over the Internet, and by satellite digital audio radio services. Digital audio radio services may deliver by satellite to nationwide and regional audiences multi-channel, multi-format, digital radio services with sound quality equivalent to compact discs. The delivery of information through the Internet also could create a new form of competition. Despite the introduction of new technologies for the delivery of entertainment and information, including television broadcasting, cable television,


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audiotapes and compact discs, the radio broadcasting industry historically has grown. A growing population and greater availability of radios, particularly car and portable radios, have contributed to this growth.
 
In the current environment, the radio industry faces increased competition for listeners from a number of technologies affecting the daily lives of consumers, including the continued growth in Internet usage, the increase in the number of subscribers to satellite radio and the overwhelming popularity of iPodstm and other digital audio recording and listening devices. Terrestrial radio now faces more competition for the time and attention of consumers than at any other point in history. To address these challenges, the radio industry is working cooperatively on a number of initiatives to enhance the value of radio, including reducing the number of commercial minutes played each hour in an effort to enhance the quality of programming for listeners and implementing new HD Radiotm technology that will allow terrestrial radio to broadcast “CD-like” sound quality to listeners. In order to stay competitive, we have aggressively pursued Internet opportunities such as online streaming and incorporating advertisement-replacement technologies into streams. In addition, we have substantially completed implementation of HD Radiotm technology across our station portfolio. There can be no assurance, however, that the introduction of new media technology will not have an adverse effect on the radio broadcasting industry or on our business.
 
Federal Regulation of Radio Broadcasting
 
General.  The ownership, operation and sale of broadcast stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority derived from the Communications Act. Among other things, the FCC grants permits and licenses to construct and operate radio stations; assigns frequency bands for broadcasting; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations and the operating power and other technical parameters of stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; regulates some aspects of radio programming; and has the power under the Communications Act to impose penalties for violations of its rules. The Telecom Act made several changes to the provisions of the Communications Act which affect broadcasting, including amendments which increased the number of radio stations a party could own and operate in a particular market and the circumstances under which the FCC could deny a renewal application for a radio license.
 
License Grant and Renewal.  Radio broadcast licenses are granted and renewed for maximum terms of eight years. Licenses must be renewed through an application to the FCC. The Communications Act requires that the FCC grant the renewal of a station’s license if the FCC finds that, during the preceding term of the license, the station has served the public interest, convenience and necessity, that there have been no serious violations by the licensee of the Communications Act or the rules and regulations of the FCC, and that there have been no other violations by the licensee of the Communications Act or the rules and regulations of the FCC that, when taken together, would constitute a pattern of abuse.
 
Petitions to deny license renewal applications can be filed with the FCC by interested parties, including members of the public. Such petitions may raise various issues. The FCC is required to hold hearings on renewal applications if it is unable to determine that renewal of a license would serve the public interest, convenience and necessity, or if a petition to deny raises a “substantial and material question of fact” as to whether the grant of the renewal application would be inconsistent with the public interest, convenience and necessity. If a renewal application is pending, the FCC may defer action on the assignment of the license or the transfer of control of the renewal applicant.
 
Service Areas.  The area served by AM stations is determined by a combination of frequency, transmitter power and antenna orientation. To determine the effective service area of an AM station, the station’s power, operating frequency, antenna patterns and its day/night operating modes are required. The area served by an FM station is determined by a combination of transmitter power and antenna height, with stations divided into classes according to these technical parameters.
 
Class C FM stations are authorized to operate with the equivalent of 100 kilowatts of effective radiated power (“ERP”) at an antenna height of up to 1,968 feet above average terrain. They are the most powerful FM stations, providing service to a large area, typically covering one or more counties within a state. Class B


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FM stations operate with the equivalent of 50 kilowatts ERP at an antenna height of up to 492 feet above average terrain. Class B stations typically serve large metropolitan areas as well as their associated suburbs.
 
Class A FM stations can operate with the equivalent of 6 kilowatts ERP at an antenna height of up to 328 feet above average terrain, and generally serve smaller cities and towns or suburbs of larger cities.
 
The minimum and maximum facilities requirements for an FM station are determined by its class. FM class designations depend upon the geographic zone in which the transmitter of the FM station is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0, and C.
 
The following table sets forth certain regulatory information regarding each of the stations owned or operated by us, including the stations operated by third parties under LMAs. “HAAT,” which applies to FM stations only, represents height above average terrain. Height above average terrain means the actual height of the station’s transmitting antenna above the ground level of the surrounding terrain and is used to measure the coverage of an FM station.
 
                                 
        Frequency
 		              Power in
 		   
        (FM-MHZ)
 		  FCC
 		    HAAT
 		    Kilowatts
 		  Expiration Date of
Market and Stations
 
City of License
  (AM-KHZ)   Class     (Meters)     (Day)   License
 
San Francisco, CA
                               
KNBR — AM
  San Francisco   680 KHz     A       —     50 KW   December 1, 2013
KFOG-FM
  San Francisco   104.5 MHz     B       442     7.9 KW   December 1, 2013
KFFG — FM
  Los Altos   97.7 MHz     A       137     3.2 KW   December 1, 2013
KSAN — FM
  San Mateo   107.7 MHz     B       354     8.9 KW   December 1, 2013
KTCT — AM
  San Mateo   1050 KHz     B       —     50 KW   December 1, 2013
Dallas/Ft. Worth, TX
                               
KLIF — AM
  Dallas   570 KHz     B       —     5 KW   August 1, 2013
KTCK — AM
  Dallas   1310 KHz     B       —     9 KW   August 1, 2013
KPLX — FM
  Ft. Worth   99.5 MHz     C       511     100 KW   August 1, 2013
KDBN — FM
  Haltom City   93.3 MHz     C2       120     50 KW   August 1, 2013
KTDK — FM
  Sanger   104.1 MHz     C3       192     4.1 KW   August 1, 2013
KKLF — AM (CP)
  Sherman   1700 KHz     B       —     10 KW   August 1, 2013
Houston, TX
                               
KRBE — FM
  Houston   104.1 MHz     C       585     100 KW   August 1, 2013
Atlanta, GA
                               
WNNX — FM
  Atlanta   99.7 MHz     C0       340     100 KW   April 1, 2012
WWWQ — FM
  College Park   100.5 MHz     C2       298     12.5 KW   April 1, 2012
Cincinnati, OH
                               
WRRM — FM
  Cincinnati   98.5 MHz     B       246     18 KW   October 1, 2012
WGRR-FM(1)
  Hamilton   103.5 MHz     B       316     11 KW   October 1, 2012
WFTK — FM
  Lebanon   96.5 MHz     B       247     19.5 KW   October 1, 2012
Indianapolis, IN
                               
WFMS — FM
  Indianapolis   95.5 MHz     B       301     13 KW   August 1, 2012
WISG — FM(2)
  Fishers   93.9 MHz     A       150     2.75 KW   August 1, 2012
WJJK — FM
  Noblesville   104.5 MHz     B       150     50 KW   August 1, 2012
Kansas City, MO
                               
KCMO — FM
  Kansas City   94.9 MHz     C0       332     100 KW   February 1, 2013
KCMO — AM
  Kansas City   710 KHz     B       —     10 KW   February 1, 2013
KCFX — FM
  Harrisonville   101.1 MHz     C0       335     100 KW   February 1, 2013
KCJK — FM(3)
  Garden City   105.1 MHz     C1       349     69 KW   February 1, 2013
York, PA(4)
                               
WSBA — AM
  York   910 KHz     B       —     5 KW   August 1, 2014
WARM — FM
  York   103.3 MHz     B       398     6.4 KW   August 1, 2014
WSOX — FM
  Red Lion   96.1 MHz     B       290     13.5 KW   August 1, 2014
WGLD-AM
  Red Lion   1440 KHz     D       —     1 KW   August 1, 2014
Stations Operated by Third Parties under LMAs
                               
WAVG — AM
  Jeffersonville   1450 KHz     C       —     1 KW   August 1, 2012
WZZB — AM
  Seymour   1390 KHz     D       —     1 KW   August 1, 2012
WQKC — FM(5)
  Seymour   93.7 MHz     B       213     25 KW   August 1, 2012
WSWD-FM
  Fairfield   94.9 MHz     B       322     105 KW   October 1, 2012
 
 
“CP” denotes construction permit. A construction permit has been issued authorizing a change in KKLF’s community of license from Sherman to Richardson, Texas.


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(1) WGRR — FM is currently being operated pursuant to an LMA with Entercom Cincinnati License, LLC.
 
(2) WGRL — FM changed its call letters to WISG — FM effective August 11, 2004.
 
(2) KFME — FM changed its call letters to KCJK — FM effective October 15, 2004.
 
(3) These stations also reach Lancaster, PA.
 
(4) FCC has granted this station a construction permit allowing it to change its city of license and construct a broadcast facility in Sellersburg, IN, which would also serve the Louisville market.
 
Regulatory Approvals.  Broadcast licenses may not be assigned nor may the control of broadcast licenses be transferred without the prior approval of the FCC. In determining whether to assign, transfer, grant or renew a broadcast license, the FCC considers a number of factors pertaining to the proposed licensee, including limits on common ownership of media properties, the “character” of the proposed licensee (including a requirement that neither the proposed licensee nor any officer, director owner with an attributable ownership interest under FCC rules is subject to the denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. sec. 862), and limitations on alien ownership.
 
Assigning an FCC broadcast license or transferring control of a party who holds an FCC broadcast license requires the filing of an application with the FCC. The FCC reviews the application and determines whether to grant the application. During the application process, interested parties, including members of the public who reside in the market, may file petitions to deny or raise objections to the application. Any staff action on an assignment or transfer application can be reviewed by the FCC Commissioners and the courts.
 
Absent a timely request for reconsideration, administrative review or judicial review, the FCC staff’s initial grant of an application becomes final by operation of law and generally is no longer subject to administrative or judicial review.
 
The pendency of a license renewal application may delay FCC disposition of an assignment or transfer application because the FCC’s general policy is that it will not issue an unconditional grant of the application if the station’s license renewal application is still pending.
 
Ownership Matters.  The Telecom Act and the FCC’s broadcast multiple ownership rules do not restrict the number of radio stations one person or entity may own, operate or control on a national level but do impose restrictions on a local level.
 
These restrictions are as follows:
 
  •  in a market with 45 or more commercial and noncommercial radio stations, an entity may own up to 8 commercial radio stations, not more than 5 of which are in the same service (FM or AM);
 
  •  in a market with between 30 and 44 (inclusive) commercial and noncommercial radio stations, an entity may own up to 7 commercial radio stations, not more than 4 of which are in the same service;
 
  •  in a market with between 15 and 29 (inclusive) commercial and noncommercial radio stations, an entity may own up to 6 commercial radio stations, not more than 4 of which are in the same service; and
 
  •  in a market with 14 or fewer commercial and noncommercial radio stations, an entity may own up to 5 commercial radio stations, not more than 3 of which are in the same service, except that an entity may not own more than 50% of the stations in such market.
 
Programming and Operation.  The Communications Act requires radio broadcasters to serve the “public interest.” Radio broadcasters are required to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. Complaints from listeners concerning a station’s programming may be filed at any time and will be considered by the FCC both at the time they are filed and in connection with a licensee’s renewal application. Stations also must follow various FCC rules that regulate, among other things, political advertising, the broadcast of obscene or indecent programming, sponsorship identification, the broadcast of contests and lotteries, and technical operations (including limits on radio frequency radiation). Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of a “short-term” (less than the maximum term) license renewal or, for particularly egregious violations, the denial of a license renewal application or the revocation of a station license.


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Local Marketing Agreements.  Radio stations can enter into LMAs. In a typical LMA, the licensee of a station authorizes another party (the “broker”) to supply programming to be broadcast on the station, and to collect revenues from advertising aired during such programming. The broker reimburses the licensee for its cost of running the station and sometimes pays a fee as well. LMAs are subject to compliance with the antitrust laws as well as the Communications Act and FCC rules and policies (collectively, the “Communications Laws”), including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that LMAs do not violate the Communications Laws as long as the licensee of the station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the Communications Laws.
 
If a broker has a station in the market and provides more than 15% of the weekly programming hours on another station in its market, the Broker will have an attributable ownership interest in the brokered station for purposes of the FCC’s ownership rules. As a result, a radio station may not enter into an LMA that allows it to program more than 15% of the weekly programming hours of another station in the same market that it could not own under the Communications Laws.
 
Joint Sales Agreements.  A number of radio stations have entered into joint sales agreements, or JSAs. A typical JSA authorizes one station to sell another station’s advertising time and retain the revenue from the sale of that airtime. A JSA typically includes a periodic payment to the station whose airtime is being sold (which may include a share of the revenue being collected from the sale of airtime). Like LMAs, JSAs are subject to compliance with antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the Communications Laws as long as the licensee of the station whose time is being sold by another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the Communications Laws.
 
If a company that owns a radio station in the market sells more than 15% of the weekly advertising time of another radio station in the same market, the company will be attributed with the ownership of that other station. In that situation, a radio station cannot have a JSA with another radio station in the same market if the Communications Laws would otherwise prohibit that common ownership.
 
New Services.  In 1997, the FCC awarded two licenses to separate entities that authorize the licensees to provide satellite-delivered digital audio radio services. Both licensees have launched their respective satellite-delivered digital radio service.
 
Digital technology also may be used by terrestrial radio broadcast stations on their existing frequencies. In October 2002, the FCC released a Report and Order in which it selected in-band, on channel (“IBOC”) as the technology that will permit terrestrial radio stations to introduce digital operations. The FCC now will permit operating radio stations to commence digital operation immediately on an interim basis using the IBOC system developed by iBiquity Digital Corporation (“iBiquity”), called HD Radiotm. In March 2004, the FCC (1) approved an FM radio station’s use of two separate antennas (as opposed to a single hybrid antenna) to provide both analog and digital signals and (2) released a Public Notice seeking comment on a proposal by the National Association of Broadcasters to allow all AM stations with nighttime service to provide digital service at night. In April 2004, the FCC inaugurated a rule making proceeding to establish technical, service and licensing rules for digital broadcasting. The inauguration of digital broadcasts by FM and perhaps AM stations may require us to make additional expenditures. We entered into agreements with iBiquity pursuant to which we committed to implement HD Radiotm technology across our station portfolio by the end of 2006, and have substantially completed this process. In exchange for reduced license fees and other consideration, we, along with other broadcasters, purchased perpetual licenses to utilize iBiquity’s HD Radiotm technology. We cannot predict at this juncture, however, how implementation of HD Radiotm technology within our platform will affect our competitive position.
 
In January 2000, the FCC released a Report and Order adopting rules for a new low power FM radio service consisting of two classes of stations, one with a maximum power of 100 watts and the other with a maximum power of 10 watts. The FCC has limited ownership and operation of low power FM stations to persons and entities which do not currently have an attributable interest in any FM station and has required that low power FM stations be operated on a noncommercial educational basis. The FCC has granted


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numerous construction permits and licenses for low power FM stations. Low power FM radio can adversely affect our operations. Low power FM service can create interference with our stations, signals and constitute competition for listeners and revenues.
 
From time to time Congress and the FCC have considered, and may in the future consider and adopt, additional laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation, ownership and profitability of our radio stations, result in the loss of audience share and advertising revenues for our radio stations, and affect our ability to acquire additional radio stations or to finance such acquisitions.
 
Antitrust and Market Concentration Considerations.  Potential future acquisitions, to the extent they meet specified size thresholds, will be subject to applicable waiting periods and possible review by the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Transactions are subject to the HSR Act only if the acquisition price or fair market value of the stations to be acquired is greater than $56.7 million. Acquisitions that are not required to be reported under the HSR Act may still be investigated by the DOJ under the antitrust laws before or after consummation on the basis of a Complaint by a private party or on the agency’s own initiative. At any time before or after the consummation of a proposed acquisition, the DOJ could take such action under the antitrust laws as it deems necessary, including seeking to enjoin the acquisition or seeking divestiture of the business acquired or certain of our other assets. The DOJ has reviewed numerous radio station acquisitions where an operator proposes to acquire or enter into LMAs or JSAs with other stations in its existing markets or multiple stations in new markets, and has challenged a number of such transactions. Some of these challenges have resulted in consent decrees requiring the sale of certain stations, the termination of the LMA or JSA or other relief. In general, the DOJ has more closely scrutinized radio mergers and acquisitions resulting in market shares in excess of 35% of local radio advertising revenues, depending on format, signal strength and other factors. There is no precise numerical rule, however, and certain transactions resulting in more than 35% revenue shares have not been challenged, while certain other transactions may be challenged based on other criteria such as audience shares in one or more demographic groups as well as the percentage of revenue share.
 
We are aware that the DOJ commenced, and, subsequently discontinued, investigations of several proposed acquisitions by Cumulus. The DOJ can be expected to continue to enforce the antitrust laws in this manner, and there can be no assurance that one or more of our future acquisitions will not be the subject of an investigation or enforcement action by the DOJ. Similarly, there can be no assurance that the DOJ or the FCC will not prohibit such acquisitions, require that they be restructured, or in appropriate cases, require that we divest stations we already own in a particular market as part of the acquisition.
 
As part of its review of certain radio station acquisitions, the DOJ has stated publicly that it believes that commencement of operations under LMAs and JSAs constitute transfer of ownership and cannot be commenced until the expiration of the waiting period under the HSR Act. We will not commence operation of an LMA or a JSA with any station until the HSR Act waiting period has expired or been terminated, if the LMA or JSA was entered into in conjunction with an acquisition subject to the HSR Act.
 
Employees
 
We currently have approximately 700 full-time and approximately 350 part-time employees. No employees are covered by collective bargaining agreements, and we consider relations with our employees to be good.
 
We employ several on-air personalities with large audiences in their respective markets. On occasion, we enter into employment agreements with these personalities to protect our interests in those relationships that we believe to be valuable. The loss of one or more of these personalities could result in a short-term loss of audience share, but we do not believe that any such loss would have a material adverse effect on our financial condition or results of operations, taken as a whole.
 
Environmental
 
As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations, including those relating to air emissions, waste water discharge, waste handling, storage and disposal, and remediation of contaminated sites. Certain environmental laws impose strict, and under certain circumstances joint and several, liability on the current owner and operator


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as well as former owners and operators of properties where regulated substances are present for costs of investigation, removal or remediation of related contamination. Under such laws, SPC has received notification of potential liability at certain sites related to the china-manufacturing operations of its former subsidiary, The Pfaltzgraff Co. Based on available information, we do not believe that any costs or liabilities which may arise under environmental requirements as a result of these activities or matters will have a material adverse effect upon our business, operations or financial condition. However, there can be no assurance that new environmental requirements, or more aggressive enforcement of existing requirements, or the discovery of presently unknown conditions or new information will not result in additional costs, some or all of which may be material. Pursuant to the Merger Agreement, the selling stockholders of SPC have agreed to indemnify us for any costs or liabilities relating to the operations of SPC and its subsidiaries prior to the Acquisition, including as a result of these types of environmental issues. A portion of the purchase price was placed in an escrow account to support indemnification claims. See “The Transactions — SPC Merger Agreement.”
 
Intellectual Property
 
We own numerous domestic trademark registrations related to the business of our stations. We also license certain trademarks related to the business of our stations. Following the consummation of the Transactions, we intend to license the “Cumulus” trademark from Cumulus. See “Certain Relationships and Related Party Transactions — Service Mark License.” We own no patents or patent applications. We do not believe that any of our trademarks are material to our business or operations.
 
Properties
 
The headquarters of our operations are at the headquarters of Cumulus, which is located in Atlanta, Georgia. The types of properties required to support each of our radio stations include offices, studios and broadcast towers (of transmitter sites and antenna sites). The transmitter sites and antenna sites generally are located so as to provide maximum market coverage.
 
We lease six studio facilities for our radio operations. We own broadcast towers for 19 of our radio stations and lease 14 other main broadcast towers. We own the real property under 12 of our main broadcast towers and lease the land under our other 21 main broadcast towers. We own two auxiliary towers and lease seven others as backup facilities for our main broadcast towers. We own the real property under one of our owned auxiliary towers and lease the land under the other owned auxiliary tower.
 
We believe that our properties are in good condition and suitable for our operations.
 
Legal Proceedings
 
We are currently and from time to time involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding that, in our opinion, is likely to have a material adverse effect on us.


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MANAGEMENT
 
Set forth below is certain information regarding the executive officers and directors of Radio Holdings and CMP.
 
             
Name
 
Age
 
Position
 
Lewis W. Dickey, Jr. 
  45   Chairman, President and Chief Executive Officer
Martin R. Gausvik
  50   Executive Vice President, Treasurer and Chief Financial Officer
John G. Pinch
  58   Executive Vice President and Co-Chief Operating Officer
John W. Dickey
  40   Executive Vice President and Co-Chief Operating Officer
John Connaughton
  41   Director
Michael Goody
  30   Director
Holcombe T. Green, Jr. 
  67   Director
Ian Loring
  40   Director
Soren Oberg
  36   Director
David Tolley
  39   Director
Kent Weldon
  39   Director
 
Lewis W. Dickey, Jr. is our Chairman, President and Chief Executive Officer. Mr. L. Dickey has served as Cumulus’s Chairman, President and Chief Executive Officer since December 2000. Mr. Dickey was one of Cumulus’s founders and initial investors, and served as Executive Vice Chairman of Cumulus from March 1998 to December 2000. Mr. Dickey is a nationally regarded consultant on radio strategy and the author of The Franchise — Building Radio Brands, published by the National Association of Broadcasters, one of the industry’s leading texts on competition and strategy. Mr. Dickey also serves as a member of the National Association of Broadcasters Radio Board of Directors. He holds Bachelor of Arts and Master of Arts degrees from Stanford University and a Master of Business Administration degree from Harvard University. Mr. Dickey is the brother of John W. Dickey and the brother-in-law of Soren Oberg.
 
Martin R. Gausvik is our Executive Vice President, Treasurer and Chief Financial Officer. Mr. Gausvik has served as Cumulus’s Executive Vice President, Chief Financial Officer and Treasurer since May 2000 and is a 20-year veteran of the radio industry, having served as Vice President Finance for Jacor Communications from 1996 until the merger of Jacor’s 250 radio station group with Clear Channel Communications in May 1999. More recently, he was Executive Vice President and Chief Financial Officer of Latin Communications Group, the operator of 17 radio stations serving major markets in the western United States. Prior to joining Jacor, from 1984 to 1996, Mr. Gausvik held various accounting and financial positions with Taft Broadcasting, including Controller of Taft’s successor company, Citicasters.
 
John G. Pinch is our Executive Vice President and Co-Chief Operating Officer. Mr. Pinch has served as Cumulus’s Executive Vice President and Co-Chief Operating Officer since May 2007, and prior to that served as its Chief Operating Officer since December 2000, after serving as the President of Clear Channel International Radio (“CCU International”) (NYSE:CCU). At rapidly growing CCU International, Mr. Pinch was responsible for the management of all CCU radio operations outside of the United States, which included over 300 properties in 9 countries. Mr. Pinch is a 30-year broadcast veteran and has previously served as Owner/President of WTVK-TV Ft. Myers-Naples, Florida, General Manager of WMTX-FM/WHBO-AM Tampa, Florida, General Manager/Owner of WKLH-FM Milwaukee, and General Manager of WXJY Milwaukee.
 
John W. Dickey is our Executive Vice President and Co-Chief Operating Officer. Mr. J. Dickey has served as Cumulus’s Executive Vice President since January 2000 and as Co-Chief Operating Officer since May 2007. Mr. J. Dickey joined Cumulus in 1998 and, prior to that, served as the Director of Programming for Midwestern Broadcasting from 1990 to March 1998. Mr. J. Dickey holds a Bachelor of Arts degree from


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Stanford University. Mr. J. Dickey is the brother of Lewis W. Dickey, Jr. and the brother-in-law of Soren Oberg.
 
John Connaughton is a member of the boards of directors of CMP and Radio Holdings. Mr. Connaughton is a Managing Director at Bain Capital. Mr. Connaughton joined Bain Capital in 1989. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company where he consulted for Fortune 500 companies. Mr. Connaughton currently serves as a director of ProSiebenSat.1 Media AG, AMC Theatres, MC Communications, Sungard Data Systems, Warner Music Group, Warner Chilcott, CRC Health Group, The Boston Celtics and Epoch Senior Living. Mr. Connaughton received a B.S. from the University of Virginia and an M.B.A. from Harvard Graduate School of Business.
 
Michael Goody is a member of boards of directors of CMP and Radio Holdings. Mr. Goody is an Associate at The Blackstone Group in the firm’s Private Equity group. Mr. Goody joined Blackstone in 2005. Prior to joining Blackstone, Mr. Goody was an Associate and then a Vice President at Deutsche Bank Securities Inc. from April 2001 to August 2005. Mr. Goody received a B.A. from Dartmouth College.
 
Holcombe T. Green, Jr. is a member of boards of directors of CMP and Radio Holdings. Mr. Green has served as one of Cumulus’s directors since May 2001. Mr. Green is currently a private investor. He served as the Chairman and Chief Executive Officer of WestPoint Stevens, Inc. from 1992 to 2003. In June 2003, WestPoint Stevens filed for reorganization under Chapter 11 of the federal bankruptcy laws. Mr. Green is also the founder and principal of Green Capital Investors, L.P., a private investment partnership, and certain other affiliated partnerships. Mr. Green received a B.A. from Yale University and an L.L.B. from the University of Virginia School of Law.
 
Ian Loring is a member of boards of directors of CMP and Radio Holdings. Mr. Loring is a Managing Director at Bain Capital. Prior to joining Bain Capital, Mr. Loring was a Vice President at Berkshire Partners, where he worked in the specialty manufacturing, technology, and retail industries. Previously, Mr. Loring worked in the Corporate Finance department at Drexel Burnham Lambert. Mr. Loring currently serves as a director of Warner Music Group and Eschelon Telecom. Mr. Loring received an M.B.A. from Harvard Business School and a B.A. from Trinity College.
 
Soren Oberg is a member of boards of directors of CMP and Radio Holdings. Mr. Oberg is a Managing Director of Thomas H. Lee Partners, L.P. Mr. Oberg has been employed by Thomas H. Lee Partners, L.P. and its predecessor, Thomas H. Lee Company since 1993. Prior to joining the firm, Mr. Oberg worked in the Merchant Banking Division of Morgan Stanley & Co., Inc. Mr. Oberg is currently a director of American Media, Inc., Vertis, Inc. and Grupo Corporativo Ono, S.A., and also serves on the boards of several private companies. Mr. Oberg holds an A.B. in Applied Mathematics from Harvard College and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Oberg is the brother-in-law of Lewis W. Dickey, Jr. and John W. Dickey.
 
David M. Tolley is a member of boards of directors of CMP and Radio Holdings. Mr. Tolley is a Senior Managing Director at The Blackstone Group in the firm’s Private Equity group. Since joining Blackstone in 2000, Mr. Tolley has been involved in Blackstone’s investments in Centennial Communications, Freedom Communications, Montecito Broadcast Group, New Skies Satellites and Sirius Satellite Radio. He focuses on investments in the media and communications sectors. Before joining Blackstone, Mr. Tolley was a Vice President at Morgan Stanley & Co. Mr. Tolley holds a BA from the University of Michigan and an MBA from Columbia Business School. He serves on the Board of Directors of Freedom Communications and Montecito Broadcast Group.
 
Kent R. Weldon is a member of boards of directors of CMP and Radio Holdings. Mr. Weldon is a Managing Director of Thomas H. Lee Partners, L.P. Mr. Weldon was employed by Thomas H. Lee Partners, L.P. from 1991 until 1993 and has been employed by Thomas H. Lee Partners, L.P. since 1995, when he rejoined the firm. Prior to joining Thomas H. Lee Partners, L.P., Mr. Weldon worked in the corporate finance department at Morgan Stanley & Co. Incorporated. Mr. Weldon currently serves as a director of FairPoint Communications, Inc., Michael Foods, Inc., Progressive Moulded Products, Ltd. and Nortek, Inc.


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Executive Compensation
 
Under the Cumulus Management Agreement, Cumulus maintains responsibility for all salaries, benefits and related employment compensation expenses of our executive officers. In exchange for its management services, Cumulus receives an annual management fee equal to the greater of $4 million or 4% of Holdings’ consolidated free cash flows (as described therein), payable on a quarterly basis. Messrs. L. Dickey, Gausvik, Pinch and J. Dickey are parties to employment agreements with Cumulus and participate in a series of equity-based incentive plans of Cumulus. We do not separately compensate our executive officers in salary, bonus or non-cash compensation. See “Certain Relationships and Related Party Transactions — Cumulus Management Agreement.”
 
Compensation of Directors
 
Except for Mr. Green, who receives a cash stipend of $12,500 per calendar quarter, our directors do not receive any compensation for fulfilling their duties as directors.
 
Board of Directors and Committees of the Board of Directors
 
Neither CMP nor Radio Holdings is a “listed issuer” (i.e., neither has a security listed on a national securities exchange or in an inter-dealer quotation system). Were the listing standards of the New York Stock Exchange (the “NYSE”) to apply, both CMP and Radio Holdings would be considered “controlled companies,” as such term is defined by the NYSE, and, therefore, their respective boards would be exempt from certain corporate governance requirements, including the requirement that independent directors constitute a majority of their respective boards.
 
The board of directors of Radio Holdings has established an Audit Committee comprised of the following directors: Michael Goody, Holcombe T. Green, Jr., Ian Loring and Kent Weldon. The board of Radio Holdings has no other standing committees of its board, and the board of CMP has not to date established any committees of its board.
 
PRINCIPAL STOCKHOLDERS
 
All of CMP’s issued and outstanding capital stock is held by Radio Holdings, all of the issued and outstanding capital stock of Radio Holdings is held by Holdings, and all of the issued and outstanding capital stock of Holdings is held by Media Partners. Following the completion of the Transactions, Cumulus and each of the respective investment funds affiliated with the Sponsors beneficially own membership interests representing a 25% equity ownership interest in Media Partners. Notwithstanding the beneficial ownership of membership interests in Media Partners, the equityholders’ agreement of Media Partners governs the members’ exercise of their voting rights with respect to the election of the board of directors and certain other significant matters. The members have agreed to vote for the election of the board of directors as set forth therein. See “Certain Relationships and Related Party Transactions — Equityholders’ Agreement.” Certain members of our board of directors affiliated with Cumulus or each Sponsor may be deemed to beneficially own membership interests in Media Partners held by Cumulus or the investment fund affiliated with that Sponsor, respectively. Each such individual disclaims beneficial ownership of any such membership interests in which such individual does not have a pecuniary interest.
 
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
The Capital Contribution Agreement
 
On October 31, 2005, Media Partners, Cumulus and the Sponsors entered into a capital contribution agreement pursuant to which Cumulus agreed to contribute four radio stations (including the related licenses and assets), and $6.2 million in cash and each of the Sponsors ultimately contributed $81.2 million in cash, in exchange for units representing limited liability company membership interests in Media Partners. The agreement also provided that in consideration of Cumulus performing industry analysis, due diligence


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investigations, other advice and negotiation assistance necessary for the consummation of the Transactions, Media Partners was to, and subsequently did, pay to Cumulus a transaction and advisory fee of approximately $3.5 million at the closing of the Acquisition.
 
Media Partners LLC Agreement
 
Cumulus and the Sponsors invested in our company through Media Partners. The limited liability company agreement of Media Partners provides that each member’s interest in Media Partners is represented by units and provides for the capital contributions and distributions with respect to the units representing the members’ membership interests in Media Partners. Under the terms of the LLC agreement, if certain performance targets are met, Cumulus’s participation in the distribution of assets from Media Partners may be increased up to 40%, with the respective participations in such distributions by each of the investments funds affiliated with the Sponsors reduced to as low as 20%.
 
Cumulus Management Agreement
 
In connection with the closing of the Acquisition, Cumulus entered into a management agreement with our indirect parent, Holdings, for an initial term of three years, subject to one two-year renewal or early termination, under which Cumulus provides management services to Holdings and its subsidiaries, including us. Specifically, Cumulus provides (i) operations services, which includes corporate level sales, programming, marketing, technical, finance, accounting, treasury, administrative, internal audit, use of corporate headquarters, legal, human resources, risk management and information technology and (ii) corporate development services, which includes evaluation and consummation of divestitures, acquisitions, swaps, signal upgrades, move-ins, format changes, new revenue streams and high definition build-out and development.
 
Pursuant to the management agreement, Cumulus provides services of its senior management who perform equivalent functions and duties for us and uses the services of its other officers and other corporate level employees as may be necessary to perform the management services in accordance with the agreement. In exchange for its management services, Cumulus receives an annual management fee equal to the greater of $4.0 million or 4% of Holdings’ consolidated free cash flows (defined as Holdings’ consolidated earnings before interest, taxes, depreciation and amortization, calculated before deducting the annual management fee and the advisory fee payable to the affiliates of the Sponsors under the Advisory Services Agreement described below). The annual management fee is payable on a quarterly basis. Cumulus is also reimbursed for all direct professional and similar third party expenses incurred by it in performing the management services. Any installment of the management fee not paid on the scheduled due date will bear interest at the annual rate of 10%, compounded quarterly from the due date until the date of payment.
 
Holdings may terminate the agreement at any time without cause, upon thirty days’ prior written notice. If such termination occurs prior to the second anniversary of the date of the agreement, Holdings will continue to pay the management fee when and as due based on 110% of Holdings’ consolidated free cash flows for the last twelve months prior to such termination, and if it occurs on or subsequent to the second anniversary of the date hereof, based on Holdings’ consolidated free cash flows for the last twelve months prior to such termination. Holdings may also terminate the management agreement immediately by written notice given within 90 days of the occurrence of a “change of control” (as defined therein) or in the event three or more of the following persons cease to be executive officers of Cumulus: Lewis W. Dickey, Jr.; John W. Dickey; John G. Pinch; or Martin R. Gausvik, or two or more of the foregoing persons cease to be executive officers of Cumulus if one of the two includes Mr. L. Dickey. In the event of a material act of fraud or gross misconduct by Cumulus, Holdings may terminate the agreement, subject to specified prior written notice, by a majority vote of its directors not designated or employed by Cumulus. In the event of a termination under these circumstances, Cumulus will be entitled to any accrued and unpaid compensation pursuant to the terms of this agreement owed through the date of such termination. Holdings has the right to renew the agreement after the expiration of the initial term for an additional twenty-four months by prior written notice to Cumulus.
 
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services to us, to facilitate an orderly transition for a maximum period of six months from the effective date of the termination.
 
Under the management agreement, Holdings has agreed to indemnify Cumulus, its subsidiaries and its and their respective directors, officers, employees, agents and representatives for any actions, claims, losses, damages, liabilities or costs arising out of or in connection with the management services contemplated by the management agreement, except to the extent they have resulted from the indemnified party’s gross negligence or willful misconduct or they apply to claims arising out of employment matters of Cumulus or its affiliates.
 
Equityholders’ Agreement
 
In connection with the closing of the Acquisition, Media Partners, Cumulus and the Sponsors entered into an equityholders’ agreement that governs the economic and voting characteristics of the units representing limited liability company membership interests in Media Partners and, if an initial public offering of the common stock of Holdings occurs (at which time it is contemplated that the common stock of Holdings held by Media Partners would be distributed to Cumulus and the Sponsors), of common stock of Holdings.
 
Board Representation.  The equityholders agreement provides that the boards of directors of Media Partners and Holdings will each be comprised of eight members: two directors designated by each of Cumulus and each of the Sponsors, and Cumulus and the Sponsors will agree to vote for the board nominees of the others. In connection with an initial public offering of Holdings, the board of directors of Holdings may be reconstituted, subject to compliance with applicable law and the listing rules of the applicable securities exchange. Generally, any significant action taken by the board of directors of Media Partners or Holdings during the three years following the closing of the Acquisition will need the approval of a director designated by Cumulus and the approval of directors designated by at least two of the Sponsors and, thereafter, a majority of the directors present at the board meeting and the approval of directors designated by at least two of the Sponsors.
 
Preemptive Rights; Restrictions on Transfer.  Prior to the occurrence of certain events, Cumulus and the Sponsors will have preemptive rights with respect to any new issuance of equity securities by Media Partners or Holdings, subject to certain exceptions. In addition, the parties may not transfer their equity interests in Media Partners or Holdings, except under certain circumstances.
 
Right of First Offer; Tag-Along and Drag-Along Rights.  Cumulus and the Sponsors also have rights of first offer, “tag-along” rights and “drag-along” rights in the event of proposed transfers of equity interests in Media Partners.
 
Corporate Opportunities.  The equityholders’ agreement also provides that Media Partners will have the right to pursue first any business opportunities involving radio broadcasting operations in a market or markets primarily relating to the top 50 radio broadcasting markets in the United States, referred to as “large markets”. If Media Partners declines such an opportunity, then Cumulus will have the right to pursue it. With regard to business opportunities involving U.S. markets other than large markets, Media Partners must allow Cumulus the right to pursue first any such opportunity. If Cumulus declines such an opportunity, then Media partners will have the right to pursue it. These provisions do not restrict the ability of the Sponsors to pursue business opportunities outside the large markets. The provisions of the equityholders’ agreement relating to corporate opportunities will cease to be effective with respect to Cumulus upon the expiration of the two year period following the termination of the Cumulus management agreement and with respect to each of the Sponsors upon the expiration of the three-month period following the date that such Sponsor’s equity ownership in Media Partners first falls below 25% of such Sponsor’s initial equity ownership.
 
Registration Rights Agreement
 
In connection with the closing of the Acquisition, Media Partners, Holdings, Cumulus and the Sponsors entered into a registration rights agreement. Pursuant to the agreement, following the initial public offering of Holdings, Cumulus and the Sponsors will be entitled to customary demand and piggyback registration rights with respect to the registration and sale of their shares of common stock of Holdings.


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Advisory Services Agreement
 
In connection with the closing of the Acquisition, Media Partners, Holdings, CMP and the Sponsors entered into an advisory services agreement. Under this agreement, in consideration for the Sponsors having performed the financial analysis, due diligence investigations, other advice and assistance necessary for the consummation of the Transactions, we paid each of the Sponsors a transaction and advisory fee equal to approximately $3.5 million at the closing of the Transactions. In addition, each of the Sponsors agreed to provide certain ongoing advisory and consulting services for an aggregate cash annual fee equal to the greater of $1.0 million or 1% of Holdings’ consolidated free cash flows (as described in the Cumulus management agreement), payable on a quarterly basis, which will be allocated among the Sponsors pro rata according to their weighted average ownership interest in Media Partners. Such ongoing advisory fee does not include direct payment or reimbursement for customarily reimbursable expenses in connection with services provided by the Sponsors. Any installment of the ongoing advisory fee not paid on the scheduled due date will bear interest at the per annum rate of 10%. The Sponsors are entitled to receive additional fees for any investment banking or other financial advisory service relating to any specific acquisition, divestiture, refinancing or recapitalization by us or any of our affiliates. This agreement will terminate with respect to each Sponsor on the earliest to occur of (i) the consummation of an initial public offering of common stock of Holdings or (ii) the date on which affiliates of such Sponsor own less than 20% of the number of units in Media Partners held by it immediately following the closing of the Transactions.
 
Non-Solicitation Agreement
 
In connection with the closing of the Acquisition, Media Partners, Cumulus and the Sponsors entered into a non-solicitation agreement. This agreement provides that (i) each of the Sponsors will not solicit for employment any employee of Media Partners or Cumulus or hire any executive of Cumulus having a title of Vice President or above other than any executive who spends a majority of his or her time on matters relating to Media Partners, (ii) Cumulus will not solicit for employment any employee of Media Partners; and (iii) Media Partners will not solicit for employment any employee of Cumulus or hire any executive or regional manager of Cumulus having a title of Vice President or above other than any executive who spends a majority of his or her time on matters relating to Media Partners. These covenants will be effective with respect to each of the Sponsors until the expiration of the three-month period following the date such Sponsor’s ownership in Media Partners first falls below 25% of the Sponsor’s initial equity ownership and with respect to Cumulus and Media Partners, until the expiration of the three-month period following the date that Cumulus’s ownership in Media Partners first falls below 25% of its initial equity ownership; provided that such period will be extended, in each case, until such later date as is six months following termination of the Cumulus management agreement.
 
Service Mark License
 
In connection with the closing of the Acquisition, Cumulus granted to Media Partners a non-exclusive, royalty-free license to use the trademark, service mark and trade name “Cumulus” for a term of ten years, subject to automatic renewal for additional periods of ten years each, unless earlier terminated. Media Partners may grant a sublicense of the “Cumulus” mark to its subsidiaries without the prior written consent of Cumulus.
 
DESCRIPTION OF OTHER INDEBTEDNESS
 
Senior Secured Credit Facilities
 
Overview
 
In connection with the Transactions, we entered into a senior secured credit agreement with Deutsche Bank Securities Inc., as co-lead arranger and joint bookrunner, UBS Securities LLC, as co-lead arranger and joint bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunner and co-


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documentation agent, Goldman Sachs Credit Partners L.P., as joint book runner and co-documentation agent, UBS Loan Finance, as syndication agent, and Deutsche Bank Trust Company Americas, as administrative agent.
 
The senior secured credit facilities provide senior secured financing of $800 million, consisting of:
 
  •  a $700 million term loan B facility; and
 
  •  a $100 million revolving credit facility.
 
The revolving credit facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as swingline loans, and will be available in U.S. dollars. We did not utilize any of the borrowings under the revolving credit facility at the closing of the Transactions. In addition, subject to receipt of additional commitments from participating lenders and certain other conditions, the senior secured credit facilities permit us to incur up to an additional $200 million of term loans or revolving loans.
 
Interest Rate and Fees
 
Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate determined by reference to the higher of (1) the corporate base rate of interest of Deutsche Bank Trust Company Americas and (2) the federal funds rate plus 0.50% or (b) a LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs. The applicable margin for borrowings may be reduced subject to our attaining certain leverage ratios.
 
In addition to paying interest on outstanding principal under our senior secured credit facilities, we will be required to pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. The initial commitment fee rate is 0.50% per annum. The commitment fee rate may be reduced subject to our attaining certain leverage ratios. We must also pay customary letter of credit fees.
 
Prepayments
 
The senior secured credit agreement requires us to prepay outstanding loans under the term facility, subject to certain exceptions, with:
 
  •  50% (which percentage may be reduced based on leverage) of our annual excess cash flow;
 
  •  100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by Radio Holdings and its subsidiaries (including insurance and condemnation proceeds) if we do not commit to reinvest those proceeds in assets to be used in our business or to make certain other permitted investments within 15 months of the receipt of such proceeds, or within 180 days of a binding commitment (which binding commitment must be made within such 15-month period) to reinvest such proceeds; and
 
  •  100% of the net cash proceeds of any incurrence of debt other than debt permitted under the senior secured credit agreement.
 
The foregoing mandatory prepayments will be applied pro rata to the outstanding loans under the term facility and to installments of the term loan B facility in direct order of maturity.
 
We may voluntarily repay outstanding loans under the senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans.
 
Amortization
 
We are required to repay installments on the loans under the term loan B facility in quarterly principal amounts of 0.25% of their funded total principal amount for the first six years and nine months, with the remaining amount payable on the date that is seven years from the date of the closing of the senior secured credit facilities.


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Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity, six years from the date of the closing of the senior secured credit facilities.
 
Guarantees and Security
 
All obligations under the senior secured credit agreement will be unconditionally guaranteed by Radio Holdings and, subject to certain exceptions, each of our existing and future domestic wholly owned subsidiaries referred to, collectively, as Guarantors.
 
All obligations under the senior secured credit facilities, and the guarantees of those obligations, will be secured by:
 
  •  a pledge of 100% of our capital stock, 100% of the capital stock of each of our existing and future domestic wholly owned subsidiaries and 65% of the capital stock of each of our wholly owned foreign subsidiaries that are directly owned by us or one of the Guarantors; and
 
  •  a security interest in, and mortgages on, substantially all material tangible and intangible assets of us, Radio Holdings, and our subsidiary guarantors.
 
Certain Covenants and Events of Default
 
The senior secured credit agreement will contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our guarantors to:
 
 
  •  incur additional indebtedness or issue preferred stock;
 
  •  create liens on assets;
 
  •  enter into sale and leaseback transactions;
 
  •  engage in mergers or consolidations;
 
  •  sell assets;
 
  •  pay dividends and distributions or repurchase our capital stock;
 
  •  make investments, loans or advances;
 
  •  make capital expenditures;
 
  •  repay subordinated indebtedness (including the notes);
 
  •  make certain acquisitions;
 
  •  engage in certain transactions with affiliates;
 
  •  amend material agreements governing subordinated indebtedness (including the senior subordinated notes);
 
  •  change our lines of business; and
 
  •  change the status of Radio Holdings as a passive holding company.
 
In addition, the senior secured credit agreement requires us to maintain the following financial covenants:
 
  •  a maximum total net leverage ratio;
 
  •  a minimum interest coverage ratio; and
 
  •  an annual maximum on capital expenditures.
 
The senior secured credit agreement also contains certain customary affirmative covenants and events of default.


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THE EXCHANGE OFFER
 
General
 
We hereby offer to exchange a like principal amount of exchange notes for any or all outstanding notes on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal. We refer to the offer as the “exchange offer.” You may tender some or all of your outstanding notes pursuant to the exchange offer.
 
As of the date of this prospectus, $250,000,000 aggregate principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent to all holders of outstanding notes known to us on or about [ • ], 2007. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under “Conditions to the Exchange Offer” below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.
 
Purpose and Effect of the Exchange Offer
 
We entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we agreed, under certain circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use our reasonable best efforts to cause this registration statement to be declared effective and to cause the exchange offer to be consummated within 360 days after the issue date of the outstanding notes. The exchange notes will have terms substantially identical to the terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The outstanding notes were issued on May 5, 2006. As a result of the exchange offer not having been consummated by April 30, 2007, commencing on May 1, 2007, additional interest with respect to the notes began to accrue at a rate of 0.25% per annum (which rate shall be increased by an additional 0.25% per annum for each subsequent 90 day period prior to consummation of the exchange offer, provided that the maximum amount of additional interest that accrues pursuant to the registration rights agreement may in no event exceed 1.00% per annum). Upon completion of the exchange offer, such additional interest shall cease to accrue.
 
Under the circumstances set forth below, we will use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes within the time periods specified in the registration rights agreement and to keep the shelf registration statement effective for two years or such shorter period ending when all outstanding notes or exchange notes covered by the statement have been sold in the manner set forth and as contemplated in the statement or to the extent that the applicable provisions of Rule 144(k) under the Securities Act are amended or revised. These circumstances include:
 
  •  if applicable law or interpretations of the staff of the SEC do not permit us and our guarantors to effect this exchange offer;
 
  •  if for any other reason the exchange offer is not consummated within 360 days of the issue date of the outstanding notes;
 
  •  any initial purchaser or any other holder of the outstanding notes that is not able to participate in the exchange offer due to applicable law so requests at any time prior to the commencement of the exchange offer; or
 
  •  if any holder of the outstanding notes notifies us prior to the 15th day following consummation of the exchange offer that it is prohibited by law or SEC policy from participating in the exchange offer or does not receive exchange notes that may be sold without restriction (other than due solely to the status of such holder as one of our affiliates).


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If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay additional interest to holders of the outstanding notes and the exchange notes required to be registered on a shelf registration statement. Please read the section “Exchange Offer; Registration Rights” for more details regarding the registration rights agreement.
 
Each holder of outstanding notes that wishes to exchange their outstanding notes for exchange notes in the exchange offer will be required to make the following written representations:
 
  •  any exchange notes to be received by such holder will be acquired in the ordinary course of its business;
 
  •  such holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;
 
  •  such holder is not one of our affiliates, as defined by Rule 405 of the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and
 
  •  it is not engaged in, and does not intend to engage in, a distribution of exchange notes.
 
Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the broker-dealer acquired the outstanding notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please see “Plan of Distribution”.
 
Resale of Exchange Notes
 
Based on interpretations by the staff of the SEC as set forth in no-action letters issued to third parties referred to below, we believe that you may resell or otherwise transfer exchange notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:
 
  •  you are acquiring the exchange notes in your ordinary course of business;
 
  •  you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;
 
  •  you are not one of our “affiliates,” as defined by Rule 405 of the Securities Act; and
 
  •  you are not engaged in, and do not intend to engage in, a distribution of the exchange notes.
 
If you are one of our affiliates, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes, or are not acquiring the exchange notes in the ordinary course of your business, then:
 
  •  you cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc.  (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and
 
  •  in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
 
This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection


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with any resale of the exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.
 
Terms of the Exchange Offer
 
On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offer outstanding notes that are validly tendered and not validly withdrawn prior to the expiration date. Outstanding notes may only be tendered in denominations of $5,000 and integral multiples of $1,000. We will issue $5,000 principal amount or an integral multiple of $1,000 in exchange for a corresponding principal amount of outstanding notes surrendered in the exchange offer.
 
The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture under which the outstanding notes were issued, and the exchange notes and the outstanding notes will constitute a single class and series of notes for all purposes under the indenture. For a description of the indenture, please see “Description of the Notes.”
 
The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.
 
As of the date of this prospectus, $250,000,000 aggregate principal amount of the outstanding notes is outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.
 
We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits that such holders have under the indenture relating to such holders’ outstanding notes, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.
 
We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offer and to refuse to accept the occurrence of any of the conditions specified below under “— Conditions to the Exchange Offer.”
 
Expiration Date; Extensions, Amendments
 
As used in this prospectus, the term “expiration date” means 12:00 a.m. midnight, New York City time, on [ • ], 2007. However, if we, in our sole discretion, extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which we shall have extended the expiration of the exchange offer.
 
To extend the period of time during which the exchange offer is open, we will notify the exchange agent of any extension by oral or written notice, followed by notification to the registered holders of the outstanding notes no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.
 
We reserve the right, in our sole discretion:
 
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  •  to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under “— Conditions to the Exchange Offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; and
 
  •  subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.
 
Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of the outstanding notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of outstanding notes of that amendment.
 
Conditions to the Exchange Offer
 
Despite any other term of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes, and we may terminate or amend the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange, if:
 
  •  the exchange offer, or the making of any exchange by a holder of outstanding notes, violates any applicable law or interpretation of the staff of the SEC;
 
  •  any action or proceeding shall have been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, and any material adverse development shall have occurred in any existing action or proceeding with respect to us;
 
  •  all governmental approvals shall not have been obtained, which approvals we deem necessary for the consummation of the exchange offer.
 
In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:
 
  •  the representations described under “— Purpose and Effect of the Exchange Offer” and “— Procedures for Tendering Outstanding Notes”; and
 
  •  any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.
 
We expressly reserve the right at any time or at various times to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of such extension to their holders. During any such extensions, all outstanding notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.
 
We expressly reserve the right to amend or terminate the exchange offer and to reject for exchange any outstanding notes not previously accepted for exchange upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.
 
These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.


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Procedures for Tendering Outstanding Notes
 
Only a holder of outstanding notes may tender their outstanding notes in the exchange offer. To tender in the exchange offer, a holder must comply with either of the following:
 
  •  complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or
 
  •  comply with DTC’s Automated Tender Offer Program procedures described below.
 
In addition, either:
 
  •  the exchange agent must receive outstanding notes along with the letter of transmittal; or
 
  •  prior to the expiration date, the exchange agent must receive a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message; or
 
  •  the holder must comply with the guaranteed delivery procedures described below.
 
To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” prior to the expiration date.
 
A tender to us that is not withdrawn prior to the expiration date constitutes an agreement between us and the tendering holder upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.
 
The method of delivery of outstanding notes, letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Holders should not send letters of transmittal or certificates representing outstanding notes to us. Holders may request that their respective brokers, dealers, commercial banks, trust companies or other nominees effect the above transactions for them.
 
If you are a beneficial owner whose outstanding notes are held in the name of a broker, dealer, commercial bank, trust company, or other nominee who wishes to participate in the exchange offer, you should promptly contact such party and instruct such person to tender outstanding notes on your behalf.
 
You must make these arrangements or follow these procedures before completing and executing the letter of transmittal and delivering the outstanding notes.
 
Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding notes surrendered for exchange are tendered:
 
  •  by a registered holder of the outstanding notes who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
 
  •  for the account of an eligible guarantor institution.
 
If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, such outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the outstanding notes and an eligible guarantor institution must guarantee the signature on the bond power.


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If the letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.
 
The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange, electronically transmit their acceptance of the exchange by causing DTC to transfer the outstanding notes to the exchange agent in accordance with DTC’s Automated Tender Offer Program procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, that states that:
 
  •  DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;
 
  •  the participant has received and agrees to be bound by the terms of the letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, such participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and
 
  •  we may enforce that agreement against such participant.
 
Book-Entry Delivery Procedures
 
Promptly after the date of this prospectus, the exchange agent will establish an account with respect to the outstanding notes at DTC, as the book-entry transfer facility, for purposes of the exchange offer. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer those outstanding notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for such transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer, a “book-entry confirmation,” prior to the expiration date. In addition, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent’s account at the book-entry transfer facility, the letter of transmittal or a manually signed facsimile thereof, together with any required signature guarantees and any other required documents, or an “agent’s message,” as defined below, in connection with a book-entry transfer, must, in any case, be delivered or transmitted to and received by the exchange agent at its address set forth on the cover page of the letter of transmittal prior to the expiration date to receive exchange notes for tendered outstanding notes, or the guaranteed delivery procedure described below must be complied with. Tender will not be deemed made until such documents are received by the exchange agent. Delivery of documents to the book-entry transfer facility does not constitute delivery to the exchange agent.
 
Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent’s account at the book-entry transfer facility or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.
 
Acceptance of Exchange Notes
 
In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:
 
  •  outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at the book-entry transfer facility; and
 
  •  a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.


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By tendering outstanding notes pursuant to the exchange offer, each holder will represent to us that, among other things:
 
  •  the holder is acquiring the exchange notes in the ordinary course of its business;
 
  •  the holder does not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;
 
  •  the holder is not one of our affiliates within the meaning of Rule 405 under the Securities Act; and
 
  •  the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.
 
If the holder is not acquiring the exchange notes in the ordinary course of its business, or if the holder does have an arrangement or understanding with any person to participate in, or is engaging in or intends to engage in, a distribution of the exchange notes, or if the holder is one of our affiliates , then:
 
  •  the holder cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc.  (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and
 
  •  in the absence of an exception from the position stated immediately above, the holder must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
 
In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for outstanding notes must represent that such outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of Distribution.”
 
We will interpret the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of any particular outstanding notes not properly tendered or to not accept any particular outstanding notes if the acceptance might, in our or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular outstanding notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer.
 
Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within such reasonable period of time as we determine. Neither we, nor the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, without cost to the holder, unless otherwise provided in the letter of transmittal, as soon as practicable after the expiration date.
 
Guaranteed Delivery Procedures
 
Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automatic Tender Offer Program prior to the expiration date may still tender if:
 
  •  the tender is made through an eligible guarantor institution;


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  •  prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail, or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:
 
  •  setting forth the name and address of the holder, the registered number(s)of such outstanding notes and the principal amount of outstanding notes tendered;
 
  •  stating that the tender is being made thereby;
 
  •  guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and
 
  •  the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered outstanding notes in proper form for transfer or a book-entry confirmation of transfer of the outstanding notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.
 
Withdrawal Rights
 
Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tender of outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.
 
For a withdrawal to be effective:
 
  •  the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at one of the addresses set forth below under “— Exchange Agent”; or
 
  •  holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program system.
 
Any notice of withdrawal must:
 
  •  specify the name of the person who tendered the outstanding notes to be withdrawn;
 
  •  identify the outstanding notes to be withdrawn, including the principal amount of the outstanding notes; and
 
  •  where certificates for outstanding notes have been transmitted, specify the name in which such outstanding notes were registered, if different from that of the withdrawing holder.
 
If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:
 
  •  the serial numbers of the particular certificates to be withdrawn; and
 
  •  a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution unless such holder is an eligible guarantor institution.
 
If outstanding notes have been tendered pursuant to the procedures for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, and eligibility, including time of receipt, of notices of withdrawal, and our determination will be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder, without cost to the holder, or, in the case of book-entry transfer, the outstanding notes will be credited to an account maintained with the book-entry transfer facility as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes


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may be retendered by following the procedures described under “— Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.
 
Exchange Agent
 
Wells Fargo Bank, N.A. has been appointed as the exchange agent for the exchange offer for the notes. Wells Fargo also acts as trustee under the indenture governing the outstanding notes, which is the same indenture that will govern the exchange notes. You should direct all executed letters of transmittal and all questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal, and requests for notices of guaranteed delivery to the exchange agents addressed as follows:
 
         
By registered mail or certified mail:   By regular mail or overnight courier:   By Hand:
Wells Fargo Bank, N.A.
MAC — N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Attn.: Reorg. 		  Wells Fargo Bank, N.A.
MAC — N9303-121
Corporate Trust Operations
Sixth & Marquette Avenue
Minneapolis, MN 55479
Attn.: Reorg. 		  Wells Fargo Bank, N.A.
Northstar East Building -
12th floor
Corporate Trust Services
608 Second Avenue South
Minneapolis, MN 55402
Attn.: Reorg.
 
Facsimile (eligible institutions only): (612) 667-4927
Telephone Inquiries: (800) 344-5128
 
If you deliver the letter of transmittal to an address other than as set forth above or
transmit instructions via facsimile other than as set forth above,
that delivery or those instructions will not be effective.
 
Fees and Expenses
 
We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail by the exchange agent. We may make additional solicitations by facsimile, telephone or in person by our officers and regular employees and our affiliates.
 
We have not retained any dealer-manager in connection with the exchange offer and will not make any payment to broker-dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related, reasonable out-of-pocket expenses.
 
We will pay the estimated cash expenses to be incurred in connection with the exchange offer. The expenses are estimated in the aggregate to be approximately $700,000. They include:
 
  •  SEC registration fees;
 
  •  fees and expenses of the exchange agent and trustee;
 
  •  accounting and legal fees and printing costs; and
 
  •  related fees and expenses.
 
Accounting Treatment
 
We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will capitalize the expenses of the exchange offer as prepaid debt issuance costs and expense them over the remaining life of the notes.


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Transfer Taxes
 
We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:
 
  •  certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;
 
  •  tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or
 
  •  a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.
 
If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.
 
Holders who tender their outstanding notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.
 
Consequences of Failure to Exchange
 
Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of such outstanding notes:
 
  •  as set forth in the legend printed on the notes as a consequence of the issuance of the outstanding notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and
 
  •  as otherwise set forth in the prospectus distributed in connection with the private offering of the outstanding notes.
 
In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the staff of the SEC, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any holder that is an “affiliate” of CMP within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
 
  •  the holder is acquiring the exchange notes in the ordinary course of its business;
 
  •  the holder does not have an arrangement or understanding with any person to participate in a distribution of the exchange notes; and
 
  •  the holder is not engaged in, and does not intend to engage in, a distribution of the exchange notes.
 
Any holder who tenders outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes:
 
  •  cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley & Co., Inc.  (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters; and


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  •  in the absence of an exception from the position stated immediately above, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.
 
Other
 
Participating in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.
 
We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.
 
DESCRIPTION OF THE NOTES
 
General
 
This Issuer issued the outstanding notes, and will issue the exchange notes described in this prospectus, under an indenture dated May 5, 2006 (the “Indenture”) among the Issuer, the Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The outstanding notes were, and the exchange notes will be, issued as a separate series, but, except as otherwise provided below, are or will be, as applicable, treated as a single class for all purposes under the Indenture. Except as set forth herein, the terms of the Notes will be substantially identical and include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. For more information, please review the Indenture, which is filed as an exhibit to the registration statement of which this prospectus is a part.
 
Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, unless otherwise indicated, (i) the terms “we,” “our” and “us” each refer to CMP Susquehanna Corp. (the “Issuer”) and not any of its Subsidiaries, (ii) the term “Radio Holdings” refers to CMP Susquehanna Radio Holdings Corp., a Delaware corporation and the holder of 100% of the capital stock of the Issuer, (iii) the term “Holdings” refers to CMP Susquehanna Holdings Corp., a Delaware corporation and the holder of 100% of the capital stock of Radio Holdings, and (iv) the term “Notes” refers to both the outstanding notes and the exchange notes.
 
The following description is only a summary of the material provisions of the Indenture, does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture because it, not this description, defines your rights as Holders of the Notes. You may request copies of the Indenture at our address set forth under the heading “Summary — Additional Information.”
 
The form and terms of the exchange notes and the outstanding notes are identical in all material respects, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the Registration Rights Agreement.
 
Brief Description of Notes
 
The Notes:
 
  •  are unsecured senior subordinated obligations of the Issuer;
 
  •  are subordinated in right of payment to all existing and future Senior Indebtedness (including the Senior Credit Facilities) of the Issuer;
 
  •  are effectively subordinated to all secured Indebtedness of the Issuer (including the Senior Credit Facilities);


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  •  are senior in right of payment to any future Subordinated Indebtedness (as defined with respect to the Notes) of the Issuer; and
 
  •  are guaranteed on an unsecured senior subordinated basis by our direct parent, Radio Holdings, and each Restricted Subsidiary that guarantees the Senior Credit Facilities.
 
Guarantees
 
The Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee, on an unsecured senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of or interest on or Additional Interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.
 
Our direct parent, Radio Holdings, and each of our Restricted Subsidiaries guarantee the Notes. Each Guarantee of the Notes is a general unsecured obligation of each Guarantor, is subordinated in right of payment to all existing and future Senior Indebtedness of each such entity and is effectively subordinated to all secured Indebtedness of each such entity, including each Guarantor’s guarantee of our obligations under the Senior Credit Facilities. The Notes are structurally subordinated to Indebtedness of Subsidiaries of the Issuer that do not Guarantee the Notes.
 
As of the Issue Date, all of the Issuer’s Subsidiaries guaranteed the Notes. No future Subsidiaries of the Issuer that are Foreign Subsidiaries or non-Wholly Owned Subsidiaries will Guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any such non-guarantor Subsidiary, such non-guarantor Subsidiary will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer.
 
The obligations of each Guarantor under its Guarantee are limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law.
 
Any entity that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.
 
If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors — Risks Related to the Notes — Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payments on the notes.”
 
Each Guarantee provides by its terms that it shall be automatically and unconditionally released and discharged upon:
 
(1) (a) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;
 
(b) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;
 
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(d) the Issuer exercising its legal defeasance option or covenant defeasance option as described under “— Legal Defeasance and Covenant Defeasance” or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and
 
(2) delivery by such Guarantor to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
 
Holding Company Structure
 
The Issuer is a holding company for its Subsidiaries, with no material operations of its own and only limited assets. Accordingly, the Issuer is dependent upon the distribution of the earnings of its Subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations, to service its debt obligations.
 
Ranking
 
Senior Indebtedness Versus the Notes
 
The payment of the principal of, premium, if any, and interest on and all other Obligations owing in respect of the Notes and the payment of any Guarantee will be subordinated in right of payment to the prior payment in cash in full of all existing and future Senior Indebtedness of the Issuer or the relevant Guarantor, as the case may be, including the obligations of the Issuer and such Guarantor under the Senior Credit Facilities. The Notes and the Guarantees are effectively subordinated to all of the Issuer’s and the Guarantors’ existing and future Secured Indebtedness to the extent of the value of the assets securing such Indebtedness. As of March 31, 2007, the Issuer had $669.8 million of Senior Indebtedness to which the Notes are subordinate, all of which is secured Indebtedness, consisting entirely of secured Indebtedness under the Senior Credit Facilities. We also have an additional $100 million of borrowing capacity under the revolving portion of the Senior Credit Facilities.
 
Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer and the Subsidiary Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”
 
Paying Agent and Registrar for the Notes
 
The paying agent and registrar for the Notes is the Trustee.
 
The registrar maintains a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuer.
 
The Issuer may change the paying agents or the registrars without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a paying agent or registrar.
 
Subordination of the Notes
 
Only Indebtedness of the Issuer or a Guarantor that is Senior Indebtedness will rank senior to the Notes and the Guarantees in accordance with the provisions of the Indenture. The Notes and Guarantees will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuer and the relevant Guarantor, respectively.
 
We agreed in the Indenture that the Issuer and the Subsidiary Guarantors will not incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior


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Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.
 
Neither the Issuer nor any Guarantor is permitted to pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under “— Legal Defeasance and Covenant Defeasance” or “— Satisfaction and Discharge” below and may not purchase, redeem or otherwise retire or acquire for cash or property any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):
 
(1) any Obligation on any Designated Senior Indebtedness of the Issuer is not paid in full in cash when due; or
 
(2) any other default on Designated Senior Indebtedness of the Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;
 
unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been discharged or paid in full in cash. Regardless of the foregoing, the Issuer is permitted to pay the Notes if the Issuer and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.
 
During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuer is not permitted to pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:
 
(1) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice;
 
(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or
 
(3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.
 
Notwithstanding the provisions described above (but subject to the subordination provisions of the immediately succeeding paragraph), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuer and related Guarantors are permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period, irrespective of the number of Non-Payment Defaults with respect to Designated Senior Indebtedness during such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period will be, or be made, the basis for the commencement of a subsequent Payment Blockage Period unless such default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during such initial Payment Blockage Period, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).


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In the event of any payment or distribution of the assets of the Issuer upon a total or partial liquidation, insolvency or bankruptcy, or dissolution or reorganization of or similar proceeding relating to the Issuer or its property:
 
(1) the holders of Senior Indebtedness of the Issuer will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the Notes are entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes; and
 
(2) until the Senior Indebtedness of the Issuer is paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of Notes may receive Permitted Junior Securities.
 
If a distribution is made to Holders of the Notes that, due to the subordination provisions, should not have been made to them, such Holders of the Notes will be required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it over to them as their interests may appear.
 
The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Issuer to pay interest or principal with respect to the Notes when due by their terms. If payment of the Notes is accelerated because of an Event of Default, the Issuer must promptly notify the holders of Designated Senior Indebtedness or the Representative of Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the subordination provisions described herein. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the Representative thereunder unless otherwise agreed to in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of the Issuer is outstanding, neither the Issuer nor any Guarantor may pay the Notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if the Indenture otherwise permits payment at that time.
 
Each Guarantor’s obligations under its Guarantee are senior subordinated obligations of that Guarantor. As such, the rights of Holders to receive payment pursuant to such Guarantee are subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Issuer’s obligations under the Notes apply equally to the obligations of such Guarantor under its Guarantee.
 
A Holder by its acceptance of Notes agrees to be bound by the provisions described in this section and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose.
 
By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Issuer or a Guarantor who are holders of Senior Indebtedness of the Issuer or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the Notes.
 
The terms of the subordination provisions described above will not apply to payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under “— Legal Defeasance and Covenant Defeasance” or “— Satisfaction and Discharge,” if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions and the respective deposit in the trust was otherwise made in accordance with such provisions.
 
Transfer and Exchange
 
A Holder may transfer or exchange Notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer will not be required to transfer


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or exchange any Note selected for redemption. Also, the Issuer will not be required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.
 
Principal, Maturity and Interest
 
The Issuer issued $250,000,000 of Notes. The Notes will mature on May 15, 2014. Subject to compliance with the covenant described below under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuer may issue additional Notes from time to time after this offering under the Indenture (“Additional Notes”). The Notes offered by the Issuer and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture and this “Description of the Notes” include any Additional Notes that are actually issued.
 
Interest on the Notes will accrue at the rate of 97/8% per annum and will be payable semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2006 to the Holders of Notes of record on the immediately preceding May 1 and November 1. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest on the Notes will be computed on the basis of a 360 day year comprised of twelve 30-day months.
 
Additional Interest
 
Additional Interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the Notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office will be the office of the Trustee maintained for such purpose.
 
Mandatory Redemption; Offers to Purchase; Open Market Purchases
 
The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase the Notes as described under “— Repurchase at the Option of Holders.” The Issuer may at any time and from time to time purchase Notes in the open market or otherwise.
 
Optional Redemption
 
Except as set forth below, the Issuer will not be entitled to redeem the Notes at its option prior to May 15, 2010.
 
At any time prior to May 15, 2010, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail, with a copy to the Trustee, to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.
 
On and after May 15, 2010 the Issuer may redeem the Notes, in whole or in part, upon notice as described under “— Repurchase at the Option of Holders — Selection and Notice” at the redemption prices


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(expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below:
 
         
Year
  Percentage  
 
2010
    104.938%  
2011
    102.469%  
2012 and thereafter
    100.000%  
 
In addition, at any time prior to May 15, 2009, the Issuer may redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 109.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by it from one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.
 
Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.
 
If the Issuer redeems less than all of the outstanding Notes, the Trustee shall select the Notes to be purchased in the manner described under “— Repurchase at the Option of Holders — Selection and Notice.”
 
Repurchase at the Option of Holders
 
Change of Control
 
The Notes provide that if a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under “— Optional Redemption,” the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder to the registered address of such Holder (or otherwise delivered in accordance with the procedures of DTC) with the following information:
 
(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;
 
(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
 
(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
 
(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
 
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in


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the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
 
(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
 
(7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered (which must be equal to $1,000 or an integral multiple thereof); and
 
(8) the other instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow.
 
The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.
 
On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,
 
(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,
 
(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
 
(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
 
The Senior Credit Facilities prohibit or limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to permit the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes after any applicable notice and lapse of time would constitute an Event of Default under the Indenture. The Senior Credit Facilities provide that certain change of control events with respect to the Issuer would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable.
 
The Indenture provides that in the event a Change of Control occurs at a time when the Issuer is prohibited by the terms of any Senior Indebtedness from purchasing Notes, then prior to the mailing of the notice of a Change of Control to holders of Notes but in any event within 45 days following any Change of Control, the Issuer undertakes to (1) repay in full all Obligations, and terminate all commitments, under the Senior Credit Facilities and all other Senior Indebtedness, the terms of which require repayment and/or termination of commitments upon a Change of Control or offer to repay in full all Obligations, and terminate all commitments, under the Senior Credit Facilities and all other such Senior Indebtedness and to repay the Obligations owed to (and terminate all commitments of) each lender which has accepted such offer or


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(2) obtain the requisite consents under the agreements governing such Senior Indebtedness to permit the repurchase of the Notes. If such a consent is not obtained or borrowings repaid, the Issuer will remain prohibited from purchasing the Notes.
 
The Issuer shall first comply with the covenant in the immediately preceding paragraph before it shall be required to repurchase Notes pursuant to the provisions described above. The Issuer’s failure to comply with the covenant described in the immediately preceding paragraph (and any failure to send a notice of Change of Control as a result of the prohibition in the preceding paragraph) may (with notice and lapse of time) constitute an Event of Default described in clause (3), but shall not constitute an Event of Default described in clause (1), under “Events of Default” below.
 
Our ability to pay cash to the Holders of Notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.
 
The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Certain Covenants — Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture does not contain any covenants or provisions that may afford Holders of the Notes protection in the event of a highly leveraged transaction.
 
We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
 
The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Issuer to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Issuer to make an offer to repurchase the Notes as described above.
 
The provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.


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Asset Sales
 
The Indenture provides that the Issuer will not, and will not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:
 
(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and
 
(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:
 
(a) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
 
(b) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and
 
(c) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
 
shall be deemed to be cash for purposes of this provision and for no other purpose.
 
Within 390 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,
 
(1) to permanently reduce:
 
(a) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto,
 
(b) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under “Optional Redemption,” by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or
 
(c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary,
 
(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, or
 
(3) to make an investment in (a) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it


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constitutes a Restricted Subsidiary, (b) properties or (c) acquisitions of other assets that, in each of (a), (b) and (c), replace the businesses, properties and/or assets that are the subject of such Asset Sale;
 
provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.
 
The Issuer and its Restricted Subsidiaries shall not be required to comply with this covenant if the Issuer or any of its Restricted Subsidiaries is required to transfer any asset into a trust for FCC regulatory purposes and such trust is then required by the FCC or other governmental entity to sell or otherwise dispose of such asset, so long as in each case any Net Proceeds received by the Issuer and its Restricted Subsidiaries are applied in accordance with this covenant.
 
Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $10.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.
 
To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness (which shall be selected at the direction of the Issuer) to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero.
 
Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.
 
The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.
 
The Senior Credit Facilities limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may prohibit or limit, the Issuer from purchasing any Notes pursuant to this Asset Sales covenant. In the event the Issuer is prohibited from purchasing the Notes, the Issuer could seek the consent of its lenders to the purchase of the Notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the Notes. In such case, the Issuer’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with


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respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the Notes under certain circumstances.
 
Selection and Notice
 
If the Issuer is redeeming less than all of the Notes issued by it at any time, the Trustee will select the Notes to be redeemed (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate.
 
Notices of purchase or redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes at such Holder’s registered address (or otherwise delivered in accordance with the procedures of DTC), except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.
 
The Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.
 
Certain Covenants
 
Limitation on Restricted Payments
 
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
 
(1) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:
 
(a) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or
 
(b) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;
 
(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;
 
(3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:
 
(a) Indebtedness permitted under clauses (6) and (7) of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or
 
(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or
 
(4) make any Restricted Investment,


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(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”) unless, at the time of such Restricted Payment:
 
(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;
 
(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” (the “Leverage Test”); and
 
(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2)(a), (3), (4), (5), (6), (7)(a) and (b), (8), (10), (11), (12) and (14) of the next succeeding paragraph), is less than the sum of (without duplication):
 
(a) (i) the aggregate EBITDA of the Issuer for the period (taken as one accounting period) from the beginning of the first full fiscal quarter following the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the event aggregate EBITDA for such period is a deficit, then minus such deficit) less (ii) 1.4 times the aggregate Cash Interest Expense of the Issuer for the same period; plus
 
(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property (other than StationCo (or any assets of StationCo as in existence on the Issue Date) or any successor thereto) received by the Issuer since immediately after the Issue Date (other than any such net cash proceeds used to incur Contribution Indebtedness) from the issue or sale of: (i) (A) Equity Interests of the Issuer, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:
 
(x) Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (5) of the next succeeding paragraph; and
 
(y) Designated Preferred Stock, and
 
(B) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (5) of the next succeeding paragraph); or
 
(ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;
 
provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus
 
(c) 100% of the aggregate amount of cash contributed and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property (other than StationCo (or any assets of StationCo as in existence on the Issue Date) or any successor thereto) to the capital of the Issuer following the Issue Date (other than any such net cash proceeds used to incur Contribution Indebtedness) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus


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(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:
 
(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or
 
(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary after the Issue Date; plus
 
(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $20.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent such Investment constituted a Permitted Investment;
 
provided, however, that, to the extent the property received under clause (b) or contributed under clause (c) includes a “stick” station or stations or Equity Interests of a Person whose assets include a “stick” station or stations, the fair market value of such property shall have been determined in writing by an Independent Financial Advisor.
 
The foregoing provisions will not prohibit:
 
(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;
 
(2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (7) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;
 
(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:
 
(a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;


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(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;
 
(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and
 
(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;
 
(4) Restricted Payments to Holdings for the payment to Cumulus Media Inc., a Delaware corporation, pursuant to the Management Agreement of (i) management fees in an aggregate amount in any fiscal year not to exceed the amount of the management fee set forth in the Management Agreement (which shall in no event exceed the greater of $4.0 million or 4% of “Adjusted EBITDA” (as defined in the Management Agreement as in effect on the Issue Date) for such fiscal year) for any fiscal year, (ii) any related expenses, including professional and similar third party expenses payable under the Management Agreement, (iii) any termination fees pursuant to the Management Agreement not to exceed the amount set forth in the Management Agreement as in effect on the Issue Date and (iv) any amounts described in (i) above, the payment of which has been deferred as set forth in the Management Agreement as in effect on the Issue Date, and interest accrued thereon;
 
(5) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (5) do not exceed in any calendar year $5.0 million (which shall increase to $10.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar year (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed:
 
(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus
 
(b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less
 
(c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (5);
 
and provided further that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;


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(6) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with the covenant described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” to the extent such dividends are included in the definition of “Cash Interest Expense”;
 
(7) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;
 
(b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or
 
(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;
 
provided, however, in the case of each of (a), (b) and (c) of this clause (7), that (x) such dividends are included in the definition of “Cash Interest Expense” and (y) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Leverage Ratio of no more than 7.50 to 1.00;
 
(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
 
(9) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;
 
(10) Restricted Payments that are made with Excluded Contributions;
 
(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed the greater of (x) $30.0 million or (y) 2.5% of Total Assets at the time made;
 
(12) any Restricted Payment used to fund the Transaction and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “— Transactions with Affiliates”;
 
(13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders — Change of Control” and “Repurchase at the Option of Holders — Asset Sales”; provided that all Notes validly tendered by Holders in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;
 
(14) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,
 
(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;


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(b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;
 
(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;
 
(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and
 
(e) reasonable fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and
 
(15) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents);
 
provided, however, that, at the time of and after giving effect to, any Restricted Payment permitted under clauses (6), (7), (11), (13) and (15) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.
 
As of the Issue Date, all of the Issuer’s Subsidiaries were Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (10) or (11) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.
 
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
 
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Leverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would not have been greater than 7.50 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.


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The foregoing limitations will not apply to:
 
(1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $800.0 million outstanding at any one time, less the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder after the Issue Date with Net Proceeds from an Asset Sale or series of related Asset Sales;
 
(2) the incurrence by the Issuer and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes);
 
(3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));
 
(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) not to exceed $10.0 million at any time outstanding, together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued and outstanding under this clause (4);
 
(5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;
 
(6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that
 
(a) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and
 
(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;
 
(7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any collateral agent under the Credit Facilities) shall be deemed, in each case, to be an incurrence of such Indebtedness;
 
(8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or


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another Restricted Subsidiary or any collateral agent under the Credit Facilities) shall be deemed, in each case, to be an incurrence of such Indebtedness;
 
(9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;
 
(10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness or exchange rate risk;
 
(11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;
 
(12) Contribution Indebtedness;
 
(13) the incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2), (3) and (4) above, this clause (13) and clause (14) below or any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance such Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:
 
(a) has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,
 
(b) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and
 
(c) shall not include:
 
(i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Guarantor;
 
(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or
 
(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;
 
and provided further that subclause (a) of this clause (13) will not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness.
 
(14) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that after giving effect to such acquisition or merger, either


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(a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Test, or
 
(b) the Leverage Ratio of the Issuer and the Restricted Subsidiaries is less than immediately prior to such acquisition or merger;
 
(15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;
 
(16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;
 
(17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or
 
(b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer provided that such guarantee is incurred in accordance with the covenant described below under “— Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;
 
(18) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;
 
(19) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (5) of the second paragraph under the caption “— Limitation on Restricted Payments”;
 
(20) Indebtedness of the Issuer or any Subsidiary Guarantor incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Issuer or such Subsidiary Guarantor of property used or useful in a Similar Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger, amalgamation or consolidation with, any Person owning such assets); provided that, after giving pro forma effect to such transaction and any related transactions, the Issuer and its Restricted Subsidiaries on a consolidated basis, for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred, (A) would have had a Leverage Ratio of not greater than the Leverage Ratio on the Issue Date and (B) would have had a Leverage Ratio lower than the Leverage Ratio for such period immediately prior to giving pro forma effect to such transaction and any related transactions; and
 
(21) incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount not to exceed $50.0 million at any time outstanding.
 
For purposes of determining compliance with this covenant:
 
(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer, in its sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and


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(2) at the time of incurrence, the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.
 
Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.
 
For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.
 
The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.
 
Liens
 
The Issuer will not, and will not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:
 
(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or
 
(2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the Notes and the related Guarantees and (b) Liens securing Senior Indebtedness of the Issuer or any Guarantor.
 
Merger, Consolidation or Sale of All or Substantially All Assets
 
The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
 
(1) the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);
 
(2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
 
(3) immediately after such transaction, no Default exists;


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(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,
 
(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Test, or
 
(b) the Leverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would not be greater than the Leverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;
 
(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (b) of the third succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the Notes and the Registration Rights Agreement; and
 
(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.
 
The Successor Company will succeed to, and be substituted for the Issuer, as the case may be, under the Indenture, the Guarantees and the Notes, as applicable.
 
Notwithstanding the foregoing clauses (3) and (4),
 
(1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and
 
(2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.
 
Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor will, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
 
(1) (a) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
 
(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
 
(c) immediately after such transaction, no Default exists; and
 
(d) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or
 
(2) the transaction is made in compliance with the covenant described under “— Repurchase at the Option of Holders — Asset Sales.”
 
Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantor’s Guarantee. Notwithstanding the


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foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.
 
Transactions with Affiliates
 
The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $2.0 million, unless:
 
(1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and
 
(2) the Issuer delivers to the Trustee:
 
(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $5.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above; and
 
(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view.
 
The foregoing provisions will not apply to the following:
 
(1) transactions between or among the Issuer or any of its Restricted Subsidiaries;
 
(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “— Limitation on Restricted Payments” and the definition of “Permitted Investments”;
 
(3) the payment to the applicable Affiliates of members of the Consortium pursuant to the Advisory Services Agreement of (i) co-advisory fees in an aggregate amount in any fiscal year not to exceed the amount of the ongoing advisory fee set forth in the Advisory Services Agreement as in effect on the Issue Date for such fiscal year, (ii) related expenses payable thereunder (calculated, solely for the purpose of this clause (3), assuming that such fees and related expenses had not been paid, when calculating Net Income), (plus any unpaid advisory fees within such amount, accrued interest thereon and related expenses accrued in any prior year), and (iii) any termination fees pursuant to the Advisory Services Agreement not to exceed the amount set forth in the Advisory Services Agreement as in effect on the Issue Date;
 
(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;
 
(5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
 
(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);


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(7) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in this prospectus;
 
(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
 
(9) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant;
 
(10) payments by the Issuer or any of its Restricted Subsidiaries to any of the members of the Consortium made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer in good faith;
 
(11) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith;
 
(12) investments by the members of the Consortium in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities;
 
(13) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; and
 
(14) transactions with Cumulus or any of its Affiliates involving or for the benefit of the Issuer and its Subsidiaries, including without any limitation any transactions regarding use of programming, network programming and sales, sales commissions, compensation to radio stations or the employment or compensation of personnel and contractors, including on air talent, in each case, in the ordinary course of business, which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the majority of disinterested members of the board of directors of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.
 
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
 
The Issuer will not, and will not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
 
(1) (a) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or
 
(b) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;
 
(2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or
 
(3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries,


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except (in each case) for such encumbrances or restrictions existing under or by reason of:
 
(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;
 
(b) the Indenture and the Notes;
 
(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;
 
(d) applicable law or any applicable rule, regulation or order;
 
(e) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;
 
(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
 
(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “— Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “— Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;
 
(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
 
(i) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;
 
(j) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business; and
 
(k) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (j) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
 
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
 
The Issuer will not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Subsidiary Guarantor, to guarantee the payment of any Indebtedness of the Issuer or any other Subsidiary Guarantor unless:
 
(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor:
 
(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and


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(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;
 
(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and
 
(3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:
 
(a) such Guarantee has been duly executed and authorized; and
 
(b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;
 
provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.
 
Limitation on Layering
 
The Indenture will provide that the Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is either:
 
(1) equal in right of payment with the Notes or such Subsidiary Guarantor’s Guarantee of the Notes, as the case may be; or
 
(2) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.
 
The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.
 
Reports and Other Information
 
Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture will require the Issuer to file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,
 
(1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
 
(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending June 30, 2006, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
 
(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and


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(4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;
 
in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes are outstanding, it will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
 
The Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to Radio Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Radio Holdings, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
 
Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.
 
Events of Default and Remedies
 
The Indenture provides that each of the following is an Event of Default:
 
(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture);
 
(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of the Indenture);
 
(3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the Notes;
 
(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:
 
(a) such default either results from the failure to pay any principal of such Indebtedness at its final Stated Maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its final Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity; and
 
(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final Stated Maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $15.0 million or more at any one time outstanding;


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(5) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $15.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
 
(6) certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary; or
 
(7) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.
 
If any Event of Default (other than of a type specified in clause (6) above with respect to the Issuer) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:
 
(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or
 
(2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under the Senior Credit Facilities.
 
Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice. The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.
 
The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:
 
(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or
 
(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or
 
(3) the default that is the basis for such Event of Default has been cured.
 
Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to


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enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:
 
(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;
 
(2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;
 
(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
 
(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
 
(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
 
Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding Notes have been given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.
 
The Indenture provides that the Issuer deliver to the Trustee annually a statement regarding compliance with the Indenture, and that the Issuer, within five Business Days, upon becoming aware of any Default, deliver to the Trustee a statement specifying such Default.
 
No Personal Liability of Directors, Officers, Employees and Stockholders
 
No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
 
Legal Defeasance and Covenant Defeasance
 
The obligations of the Issuer and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the Notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the Notes and have the Issuer and each Guarantor’s obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:
 
(1) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indenture;
 
(2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
 
(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and
 
(4) the Legal Defeasance provisions of the Indenture.
 
In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants that are described in the Indenture (“Covenant


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Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.
 
In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:
 
(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the date of Stated Maturity or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;
 
(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,
 
(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or
 
(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,
 
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
 
(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
 
(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;
 
(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;
 
(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;
 
(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and
 
(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


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Satisfaction and Discharge
 
The Indenture will be discharged and will cease to be of further effect as to all Notes, when either:
 
(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or
 
(2) (a) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;
 
(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;
 
(c) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and
 
(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.
 
In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
 
Amendment, Supplement and Waiver
 
Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or compliance with any provision of the Indenture or the Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the Notes).
 
The Indenture provides that, without the consent of each Holder of Notes, an amendment or waiver may not:
 
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
 
(2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);
 
(3) reduce the rate of or change the time for payment of interest on any Note;
 
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration,


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or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
 
(5) make any Note payable in money other than that stated therein;
 
(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
 
(7) make any change in these amendment and waiver provisions;
 
(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
 
(9) make any change in the subordination provisions thereof that would adversely affect the Holders; or
 
(10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.
 
Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or Notes without the consent of any Holder;
 
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
 
(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;
 
(3) to comply with the covenant relating to mergers, consolidations and sales of assets;
 
(4) to provide the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;
 
(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;
 
(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;
 
(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
 
(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;
 
(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;
 
(10) to add a Guarantor under the Indenture;
 
(11) to conform the text of the Indenture, Guarantees or the Notes to any provision of this “Description of the Notes” to the extent that such provision in this “Description of the Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or Notes; or
 
(12) making any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.
 
The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.


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Notices
 
Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.
 
Concerning the Trustee
 
The Indenture contains certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.
 
The Indenture provides that the Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.
 
Governing Law
 
The Indenture, the Notes and any Guarantee are governed by and construed in accordance with the laws of the State of New York.
 
Certain Definitions
 
Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.
 
“Acquired Indebtedness” means, with respect to any specified Person,
 
(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and
 
(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
 
“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.
 
“Advisory Services Agreement” means the advisory services agreement dated as of the Issue Date among Holdings, the Issuer, Cumulus Media Partners, LLC, a Delaware limited liability company, and affiliates of the members of the Consortium named therein, as amended, restated, supplemented or otherwise modified.
 
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.


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“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:
 
(1) 1.0% of the principal amount of such Note; and
 
(2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at May 15, 2010 (each such redemption price being set forth in the table appearing above under “Optional Redemption”), plus (ii) all required interest payments due on such Note through May 15, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.
 
“Asset Sale” means:
 
(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or
 
(2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;
 
in each case, other than:
 
(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;
 
(b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under “— Certain Covenants — Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;
 
(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants — Limitation on Restricted Payments”;
 
(d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;
 
(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;
 
(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
 
(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;
 
(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
 
(i) foreclosures on assets;
 
(j) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture; and
 
(k) the licensing of intellectual property.
 
“Business Day” means each day which is not a Legal Holiday.


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“Capital Stock” means:
 
(1) in the case of a corporation, corporate stock;
 
(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
 
(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
 
(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
 
“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.
 
“Cash Equivalents” means:
 
(1) United States dollars;
 
(2) securities issued or directly and fully and unconditionally guaranteed by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
 
(3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;
 
(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) entered into with any financial institution meeting the qualifications specified in clause (3) above;
 
(5) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;
 
(6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;
 
(7) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (6) above;
 
(8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;
 
(9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and
 
(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.
 
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into United States dollars as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.


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“Cash Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:
 
(1) the cash component of consolidated interest expense determined in accordance with GAAP of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding, without limitation, original issue discount, non-cash interest expense, amortization and write-off of debt issuance costs, the interest component of any deferred payment obligations and net payments, if any, pursuant to Hedging Obligations; plus
 
(2) the cash component of consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus
 
(3) any cash interest payment on Indebtedness of another person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon and limited to the amount of such Guarantee or the fair market value of the property secured by such Lien, as the case may be.
 
“Change of Control” means the occurrence of any of the following:
 
(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or
 
(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.
 
“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
 
“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:
 
(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges; plus
 
(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
 
(3) interest income for such period.


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For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
 
“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,
 
(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to December 31, 2006), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,
 
(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,
 
(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,
 
(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,
 
(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,
 
(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants — Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,
 
(7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,
 
(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,
 
(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,
 
(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,
 
(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness,


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issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and
 
(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.
 
Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants — Limitation on Restricted Payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.
 
“Consortium” means Bain Capital Partners, LLC, The Blackstone Group, Thomas H. Lee Partners, L.P. and Cumulus Media Inc. and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.
 
“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,
 
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
 
(2) to advance or supply funds
 
(a) for the purchase or payment of any such primary obligation, or
 
(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or
 
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
 
“Contribution Indebtedness” means Indebtedness of the Issuer or any Subsidiary Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Subsidiary Guarantor after the Issue Date; provided that such Contribution Indebtedness:
 
(1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the capital of the Issuer or such Subsidiary Guarantor, as applicable, the amount of such excess shall be (A)(x) Subordinated Indebtedness (other than Secured Indebtedness) or (y) Senior Subordinated Indebtedness (other than Secured Indebtedness) and (B) Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes, and
 
(2) (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the date of the incurrence thereof.
 
“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents,


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instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
 
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
 
“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
 
“Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of “— Certain Covenants — Limitation on Restricted Payments.”
 
“Designated Senior Indebtedness” means:
 
(1) any Indebtedness outstanding under the Senior Credit Facilities; and
 
(2) any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $25.0 million or more and that has been specifically designated by the Issuer in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of the Indenture.
 
“Dickey Family” means Lewis W. Dickey, Jr. and John W. Dickey.
 
“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.
 
“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period
 
(1) increased (without duplication) by:
 
(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
 
(b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent


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included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus
 
(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus
 
(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
 
(e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus
 
(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
 
(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
 
(h) the amount of advisory fees and related expenses (other than pursuant to the Management Agreement or any replacement thereof) paid in such period to members of the Consortium (or their Affiliates, as applicable) to the extent otherwise permitted under “Certain Covenants — Transactions with Affiliates”; plus
 
(i) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants — Limitation on Restricted Payments”; plus
 
(j) the amount of loss incurred by the Issuer or any Restricted Subsidiary in connection with acquiring “stick” stations or commencing operations under an owned, but not operated, license, in each case as a direct result of the acquisition of such station or initiation of such license within 24 months of the acquisition of the applicable station or initiation of operations in respect of the applicable license in an aggregate amount for all such stations and licenses not to exceed $5.0 million in any four fiscal quarter period,
 
(2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and
 
(3) increased or decreased by (without duplication):
 
(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,


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(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
 
“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
 
“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:
 
(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;
 
(2) issuances to any Subsidiary of the Issuer; and
 
(3) any such public or private sale that constitutes an Excluded Contribution.
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
 
“Excluded Contribution” means net cash proceeds or marketable securities received by the Issuer from
 
(1) contributions to its common equity capital, and
 
(2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,
 
in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants — Limitation on Restricted Payments.”
 
“FCC” means the U.S. Federal Communications Commission.
 
“Fixed Charges” means, with respect to any Person for any period, the sum of:
 
(1) Consolidated Interest Expense of such Person for such period;
 
(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and
 
(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.
 
“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.
 
“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.
 
“Government Securities” means securities that are:
 
(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
 
(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
 
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with


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respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
 
“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.
 
“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under the Indenture.
 
“Guarantor” means Radio Holdings and each Subsidiary Guarantor.
 
“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.
 
“Holder” means the Person in whose name a Note is registered on the registrar’s books.
 
“Indebtedness” means, with respect to any Person, without duplication:
 
(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:
 
(a) in respect of borrowed money;
 
(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);
 
(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or
 
(d) representing any Hedging Obligations;
 
if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
 
(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
 
(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person.
 
“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.
 
“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., UBS Securities LLC, Goldman, Sachs & Co. and Banc of America Securities LLC.
 
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.


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“Investment Grade Securities” means:
 
(1) securities issued or directly and fully guaranteed by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
 
(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries; and
 
(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution.
 
“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “— Certain Covenants — Limitation on Restricted Payments”:
 
(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:
 
(a) the Issuer “Investment” in such Subsidiary at the time of such redesignation; less
 
(b) the portion (proportionate to the Issuer equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
 
(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.
 
“Issue Date” means May 5, 2006.
 
“Issuer” has the meaning set forth in the first paragraph under “General”; provided that when used in the context of determining the fair market value of an asset or liability under the Indenture, “Issuer” shall be deemed to mean the board of directors of the Issuer when the fair market value is equal to or in excess of $20.0 million (unless otherwise expressly stated).
 
“KC Divestiture Trust” means KCHZ Trust, a Delaware trust the sole assets of which are the FCC radio broadcast license for KCHZ-FM and related assets contributed thereto on the Issue Date.
 
“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or the city in which the Corporate Trust Office or Paying Agent is located.
 
“Leverage Ratio” means, with respect to any specified Person on any date of determination (the “Calculation Date”), the ratio, on a pro forma basis, of (1) the sum of the aggregate outstanding amount of Indebtedness plus the aggregate liquidation preference of all outstanding Disqualified Stock and Preferred Stock (except Preferred Stock issued to the Issuer or a Restricted Subsidiary) of such Person and its Restricted Subsidiaries as of the Calculation Date determined on a consolidated basis in accordance with GAAP to (2) the EBITDA of such Person and its Restricted Subsidiaries attributable to continuing operations and businesses for the four full fiscal quarters ended most recently prior to the Calculation Date.


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For purposes of calculating the Leverage Ratio:
 
(1) acquisitions, including Investments, that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, and any incurrence or repayment of other Indebtedness or preferred stock, at any time subsequent to the beginning of the four quarter reference period and on or prior to the date of determination, as if such incurrence or issuance, or the repayment, as the case may be, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average balance of such Indebtedness at the end of each month during such period),
 
(2) For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuer as set forth in an officers’ certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition or merger (including, to the extent applicable, from the Transaction) and (2) all adjustments used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote (8) to the “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data” in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period,
 
(3) transactions giving rise to the need to calculate the Leverage Ratio shall be assumed to have occurred on the first day of the four-quarter reference period;
 
(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and
 
(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.
 
Furthermore, in calculating Consolidated Interest Expense for purposes of the calculation of EBITDA, (a) interest on Indebtedness determined on a fluctuating basis as of the date of determination (including Indebtedness actually incurred on the date of the transaction giving rise to the need to calculate the Leverage Ratio) and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness as in effect on the date of determination and (b) notwithstanding clause (a) above, interest determined on a fluctuating basis, to the extent such interest is covered by Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.
 
“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.
 
“Management Agreement” means the management agreement dated as of the Issue Date between Cumulus Media Inc., a Delaware corporation, and Holdings, as amended, restated, supplemented or otherwise modified.
 
“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
 
“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.


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“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders — Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
 
“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
 
“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.
 
“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in the Indenture.
 
“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.
 
“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders — Asset Sales” covenant.
 
“Permitted Holders” means (i) each of the members of the Consortium on the Issue Date, (ii) members of the Dickey Family, (iii) members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies); provided that if such members of management own beneficially or of record more than 10% of the outstanding voting stock of the Issuer in the aggregate, they shall be treated as Permitted Holders of only 10% of the outstanding voting stock of the Issuer at such time, and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, persons identified in clauses (i) and (ii), collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.
 
“Permitted Investments” means:
 
(1) any Investment in the Issuer or any of its Restricted Subsidiaries;
 
(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;


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(3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:
 
(a) such Person becomes a Restricted Subsidiary; or
 
(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,
 
and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;
 
(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders — Asset Sales” or any other disposition of assets not constituting an Asset Sale;
 
(5) any Investment existing on the Issue Date;
 
(6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:
 
(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or
 
(b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
 
(7) Hedging Obligations permitted under clause (10) of the covenant described in “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
 
(8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants — Limitation on Restricted Payments”;
 
(9) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
 
(10) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;
 
(11) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (11) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
 
(12) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding at any one time, in the aggregate;
 
(13) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices; and
 
(14) Investments in Permitted Joint Ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14), that are at that time outstanding not to exceed 1.0% of Total Assets at the time of such Investment (with the fair market value being measured at the time made and without giving effect to subsequent changes in value).


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“Permitted Joint Ventures” means a corporation, partnership or other entity (other than a Subsidiary) engaged in one or more Similar Businesses in respect of which the Issuer or a Restricted Subsidiary (a) beneficially owns at least 20% of the Equity Interests of such entity and (b) either is a party to an agreement empowering one or more parties to such agreement (which may or may not be the Issuer or a Subsidiary), or is a member of a group that, pursuant to the constituent documents of the applicable corporation, partnership or other entity, has the power, to direct the policies, management and affairs of such entity.
 
“Permitted Junior Securities” means:
 
(1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or
 
(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under the Indenture;
 
provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of the Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.
 
“Permitted Liens” means, with respect to any Person:
 
(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;
 
(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
 
(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
 
(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;
 
(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
 
(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of the second paragraph under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
 
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(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;
 
(9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;
 
(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;
 
(11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;
 
(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
 
(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;
 
(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;
 
(15) Liens in favor of the Issuer or any Guarantor;
 
(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;
 
(17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
 
(18) deposits made in the ordinary course of business to secure liability to insurance carriers;
 
(19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $7.5 million at any one time outstanding;
 
(20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
 
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(22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
 
(23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “— Certain Covenants — Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
 
(24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and
 
(25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.
 
For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.
 
“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
 
“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
 
“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.
 
“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers.
 
“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
 
“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer.
 
“Restricted Investment” means an Investment other than a Permitted Investment.
 
“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
 
“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
 
“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be


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sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.
 
“SEC” means the U.S. Securities and Exchange Commission.
 
“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.
 
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
 
“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuer, the guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank Trust Company Americas, as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.
 
“Senior Indebtedness” means:
 
(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;
 
(2) all Hedging Obligations (and guarantees thereof);
 
(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and
 
(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);
 
provided, however, that Senior Indebtedness shall not include:
 
(a) any obligation of such Person to the Issuer or any of its Subsidiaries;
 
(b) any liability for federal, state, local or other taxes owed or owing by such Person;
 
(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);
 
(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or
 
(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of the Indenture for purposes of this clause if such Indebtedness is incurred under any of the Credit Facilities, and the holder(s) of such Indebtedness of their agent or representative shall have received a certificate from an officer of the Issuer to the effect that the incurrence of such Indebtedness does not (or, in the case of a revolving credit facility thereunder, the incurrence of the entire committed


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amount thereof at the date on which the initial borrowing thereunder is made would not) violate the provisions of the Indenture.
 
“Senior Subordinated Indebtedness” means:
 
(1) with respect to the Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuer; and
 
(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of the Notes.
 
“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.
 
“Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.
 
“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
 
“StationCo” means CMP KC, LLC, a Delaware limited liability company.
 
“Subordinated Indebtedness” means, with respect to the Notes,
 
(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and
 
(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.
 
“Subsidiary” means, with respect to any Person:
 
(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and
 
(2) any partnership, joint venture, limited liability company or similar entity of which
 
(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and
 
(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
 
“Subsidiary Guarantor” means, each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of the Indenture.
 
“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated.
 
“Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.


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“Transaction Agreement” means (i) the Agreement and Plan of Merger dated as of October 31, 2005 among the Issuer, CMP Merger Co., a Delaware corporation, Susquehanna Pfaltzgraff Co., a Delaware corporation, and the stockholders’ representative named therein and (ii) the Asset Purchase Agreement dated as of October 31, 2005 among CMP KC Corp., a Delaware corporation, Susquehanna Radio Corp., a Pennsylvania corporation, 1051FM, LLC, a Kansas limited liability company, Susquehanna Kansas City Partnership, a Pennsylvania partnership, and the stockholders named therein, as the same may be amended prior to the Issue Date.
 
“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 15, 2010; provided, however, that if the period from the Redemption Date to May 15, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
 
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).
 
“Unrestricted Subsidiary” means:
 
(1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and
 
(2) any Subsidiary of an Unrestricted Subsidiary.
 
The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that
 
(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;
 
(2) such designation complies with the covenants described under “Certain Covenants — Limitation on Restricted Payments”; and
 
(3) each of:
 
(a) the Subsidiary to be so designated; and
 
(b) its Subsidiaries
 
has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.
 
The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:
 
(1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Leverage Test; or
 
(2) the Leverage Ratio for the Issuer its Restricted Subsidiaries would not be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,
 
in each case on a pro forma basis taking into account such designation.


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Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.
 
“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.
 
“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
 
(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
 
(2) the sum of all such payments.
 
“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.
 
EXCHANGE OFFER; REGISTRATION RIGHTS
 
CMP, the guarantors of the notes and the initial purchasers entered into a registration rights agreement on the original issue date of the notes. In the registration rights agreement, each of CMP and the guarantors agreed that they would, at their expense, for the benefit of the holders of the notes, (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange the outstanding notes for new exchange notes guaranteed by the guarantors on a senior subordinated basis, with terms substantially identical in all material respects to the outstanding notes (except that the exchange notes will not contain terms with respect to transfer restrictions), and (ii) use their reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act and to consummate the exchange offer within 360 days of the original issue date of the notes. Upon the exchange offer registration statement being declared effective, we will offer the exchange notes (and the related guarantees) in exchange for surrender of the notes. We will keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the holders. For each of the notes surrendered to us pursuant to the exchange offer, the holder who surrendered such note will receive a related exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the note surrendered in exchange therefor or (ii) if the note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such note, from the original issue date of the notes.
 
Under existing interpretations of the SEC contained in several no-action letters to third parties, the exchange notes and the related guarantees will be freely transferable by holders thereof (other than our affiliates) after the applicable exchange offer without further registration under the Securities Act; provided, however, that each holder that wishes to exchange its notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that, at the time of the commencement of the exchange offer, it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of ours, (iv) if such holder is not a broker-dealer, that is not engaged in, and does not intend to engage in, the distribution of exchange notes and (v) if such holder is a broker-dealer, that will receive exchange notes for its own account in exchange for notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We will agree to make available, during the period required by the Securities Act, a prospectus meeting the


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requirements of the Securities Act for use by participating broker-dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.
 
If (i) because of any change in law or in currently prevailing interpretations of the Staff of the SEC, we are not permitted to effect an exchange offer, (ii) an exchange offer is not consummated within 360 days of the original issue date of the notes, (iii) in certain circumstances, certain holders of unregistered exchange notes so request, or (iv) in the case of any holder that participates in an exchange offer, such holder does not receive exchange notes 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 ours within the meaning of the Securities Act), then, in each case, we will (x) promptly deliver to the holders and applicable trustee written notice thereof and (y) at our sole expense, (a) promptly file a shelf registration statement covering resales of the notes and (b) use our reasonable best efforts to keep effective such shelf registration statement until the earliest of (i) two years after the original issue date of the notes, (ii) such time as all of the notes have been sold thereunder or (iii) the date upon which all notes covered by such shelf registration statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144. We will, in the event that a shelf registration statement is filed, provide to each holder whose notes are registered under such shelf registration statement copies of the prospectus that is a part of such shelf registration statement, notify each such holder when such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A holder that sells notes pursuant to a shelf registration statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder (including certain indemnification rights and obligations).
 
The registration rights agreement provides that if (A) we have not exchanged exchange notes for all notes validly tendered in accordance with the terms of an exchange offer on or prior to the 360th day after the original issue date of the notes or (B) if applicable, a shelf registration statement covering resales of the notes has been declared effective and such shelf registration statement ceases to be effective at any time during the shelf registration period (subject to certain exceptions), 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) commencing on (x) the 361st day after the original issue date of the notes, in the case of (A) above, or (y) the day such shelf registration statement ceases to be effective, in the case of (B) above; provided, however, that upon the exchange of exchange notes for all notes tendered (in the case of clause (A) above), or upon the effectiveness of a shelf registration statement that had ceased to remain effective (in the case of clause (B) above), additional interest on such notes as a result of such clause (or the relevant sub-clause thereof), as the case may be, shall cease to accrue. As a result of the exchange offer not having been consummated by April 30, 2007, additional interest did begin to accrue pursuant to the foregoing requirement. Upon completion of the exchange offer, such additional interest shall cease to accrue.
 
Any amounts of additional interest due will be payable in cash on the same original interest payment dates as interest on the notes is payable.
 
The exchange notes will be accepted for clearance through The Depository Trust Company.
 
This summary of the provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, which is filed as an exhibit to the registration statement of which this prospectus is a part.


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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
 
The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor, and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.
 
In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of the any other taxing jurisdictions.
 
CERTAIN ERISA CONSIDERATIONS
 
Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Code prohibit employee benefit plans and certain other retirement plans, accounts and arrangements that are subject to Title I of ERISA or Section 4975 of the Code (“ERISA Plans”) from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a nonexempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engages in such a nonexempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of the notes (or exchange notes) by an ERISA Plan with respect to which we or the initial purchasers are considered a party in interest or disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions (“PTCEs”) that may apply to the acquisition and holding of the notes or exchange notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.
 
Because of the foregoing, the notes (and exchange notes) should not be purchased or held by any person investing “plan assets” of any plan, unless such purchase and holding (and the exchange of the notes for exchange notes) will not constitute a non-exempt prohibited transaction under ERISA and the Code or violation of any applicable laws or regulations that are similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (collectively, “Similar Laws”).
 
Accordingly, by acceptance of a note (or an exchange note), each purchaser and subsequent transferee will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the notes (or exchange notes) constitutes assets of any Plan or (ii) the purchase and holding of the notes (and exchange notes) and the exchange of notes for exchange notes, by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.
 
The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing the notes (and holding the notes or exchange notes) on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such transactions and whether an exemption would be applicable to the purchase and holding of the notes (and the exchange of the notes for exchange notes).


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PLAN OF DISTRIBUTION
 
Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer, we have agreed that for a period of up to 90 days, we will use our reasonable best efforts to make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will deliver as many additional copies of this prospectus and each amendment or supplement to this prospectus and any documents incorporated by reference in this prospectus as such broker-dealer may reasonably request.
 
We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
 
We have agreed to pay all expenses incident to the exchange offer and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.
 
LEGAL MATTERS
 
The validity of the exchange notes and the guarantees will be passed upon by Jones Day, Atlanta, Georgia. In rendering this opinion, Jones Day will rely upon the opinion of Krieg DeVault as to all matters governed by the laws of the State of Indiana and Kolesar & Leatham, Chtd. as to all matters governed by the laws of the State of Nevada.
 
EXPERTS
 
The consolidated financial statements and schedule of CMP Susquehanna Radio Holdings Corp. and subsidiaries as of December 31, 2006 and for the period from May 5, 2006 (date of inception) through December 31, 2006, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
 
The consolidated financial statements and schedule of Susquehanna Pfaltzgraff Co. and subsidiaries as of December 31, 2005 and for the period from January 1, 2006 through May 4, 2006 and the years ended December 31, 2005 and 2004, have been included herein in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.


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AVAILABLE INFORMATION
 
We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit to which reference is hereby made. We are not currently subject to the informational requirements of the Exchange Act. As a result of the offering of the exchange notes, we will become subject to the informational requirements of the Exchange Act and, in accordance therewith, will file reports and other information with the SEC. The registration statement and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).


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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
         
Annual Consolidated Financial Statements
   
  F-2
  F-3
  F-4
  F-5
  F-6
  F-7
  F-9
     
Unaudited Condensed Consolidated Financial Statements
   
  F-39
  F-40
  F-41
  F-42


F-1

Table of Contents

 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors
CMP Susquehanna Radio Holdings Corp.:
 
We have audited the accompanying consolidated balance sheet of CMP Susquehanna Radio Holdings Corp. and subsidiaries (“Radio Holdings”) as of December 31, 2006 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the period from May 5, 2006 (date of inception) through December 31, 2006. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule of consolidated valuation accounts for the period from May 5, 2006 (date of inception) through December 31, 2006. These consolidated financial statements and financial statement schedule are the responsibility of Radio Holdings’ management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CMP Susquehanna Radio Holdings Corp. and subsidiaries as of December 31, 2006 and the results of their operations and their cash flows for the period from May 5, 2006 (date of inception) through December 31, 2006 in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
 
/s/  KPMG LLP
 
Atlanta, GA
April 30, 2007


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Independent Auditors’ Report
 
The Board of Directors
CMP Susquehanna Radio Holdings Corp. (formerly Susquehanna Pfaltzgraff Co., the Predecessor):
 
We have audited the accompanying consolidated balance sheet of Susquehanna Pfaltzgraff Co. and subsidiaries (“Susquehanna”) as of December 31, 2005 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the period from January 1, 2006 through May 4, 2006 and the years ended December 31, 2005 and 2004. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule of consolidated valuation accounts for the period from January 1, 2006 through May 4, 2006 and the years ended December 31, 2005 and 2004. These consolidated financial statements and financial statement schedule are the responsibility of Susquehanna’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.
 
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Susquehanna’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Susquehanna Pfaltzgraff Co. and subsidiaries as of December 31, 2005 and the results of their operations and their cash flows for the period from January 1, 2006 through May 4, 2006 and the years ended December 31, 2005 and 2004, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
 
/s/  KPMG LLP
 
Harrisburg, PA
February 23, 2007


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Table of Contents

CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

CONSOLIDATED BALANCE SHEETS
 
                   
    (In thousands)  
    Radio Holdings       Predecessor  
    December 31,
 		      December 31,
 		 
    2006       2005  
ASSETS
CURRENT ASSETS
                 
Cash and cash equivalents
  $ 7,848       $ 7,337  
Accounts receivable, less allowance for doubtful accounts of $1,509 in 2006 and $878 in 2005
    50,329         46,112  
Deferred income taxes
    927         24,948  
Prepaid expenses and other current assets
    2,714         2,965  
Assets held for sale, discontinued operations
    —         384,933  
                   
Total Current Assets
    61,818         466,295  
                   
Property, plant and equipment, net
    41,389         36,006  
                   
Intangible assets, net (including goodwill of $550,163 in 2006 and $6,456 in 2005)
    1,364,424         352,400  
                   
Other assets
    36,230         24,095  
                   
    $ 1,503,861       $ 878,796  
                   
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                   
                   
                   
CURRENT LIABILITIES
                 
Accounts payable
  $ 2,023       $ 5,166  
Current portion of long-term debt
    7,000         9,236  
Accrued interest
    6,437         7,030  
Accrued income taxes
    2,355         27,597  
Other current liabilities
    11,401         58,381  
Liabilities held for sale
    —         367,099  
                   
Total Current Liabilities
    29,216         474,509  
                   
Long-term debt
    924,500         246,092  
                   
Other liabilities
    8,689         162  
                   
Deferred income taxes
    250,716         52,887  
                   
Minority interest
    —         31,028  
                   
Total Liabilities
    1,213,121         804,678  
Stockholders’ equity
                 
CMP Susquehanna Radio Holdings Corp. Common stock — Voting $.01 par value, authorized 1,000 shares and issued 100 shares
    —         —  
Susquehanna Pfaltzgraff Co. and subsidiaries Common stock — Voting $.01 par value, authorized 40,000,000 shares
    —         182  
Susquehanna Pfaltzgraff Co. and subsidiaries Common stock — Class “A” Non-voting, $.01 par value, authorized 10,000,000 shares
    —         20  
Susquehanna Pfaltzgraff Co. and subsidiaries ESOP common stock — $.01 par value, authorized 50,000,000 shares
    —         66  
Additional paid-in capital
    309,161         162,197  
Retained earnings (accumulated deficit)
    (18,603 )       45,106  
Susquehanna Pfaltzgraff Co. and subsidiaries Unearned ESOP Shares
    —         (124,489 )
Accumulated other comprehensive income (loss)
    182         (8,964 )
                   
Total Stockholders’ Equity
    290,740         74,118  
                   
Total liabilities and stockholders’ equity
  $ 1,503,861       $ 878,796  
                   
 
The accompanying notes are an integral part of the consolidated financial statements.


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Table of Contents

CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

CONSOLIDATED STATEMENTS OF OPERATIONS
 
                                   
            (In thousands)              
    Radio Holdings                      
    May 5, 2006
 		      Predecessor  
    through
 		      January 1, 2006
 		             
    December 31,
 		      through May 4,
 		    Year Ended December 31,  
    2006       2006     2005     2004  
Net revenues
  $ 156,704       $ 65,987     $ 231,587     $ 231,058  
                                   
Operating expenses:
                                 
Station operating expense excluding depreciation amortization and including non-cash contract termination costs of $6,723 for the period May 5, 2006 through December 31, 2006
    92,660         49,510       152,542       147,608  
Corporate general and administrative expenses
    4,106         31,029       24,708       20,297  
Depreciation and amortization , including pre-sold advertising amortization of $23,023 for the period May 5, 2006 through December 31, 2006
    30,963         2,421       7,401       7,759  
Gain on sale of assets
    —         —       (300 )     (10,151 )
Costs related to sale of business, principally advisory fees
    —         14,513       —       —  
                                   
Total operating expenses
    127,729         97,473       184,351       165,513  
                                   
Operating income (loss) from continuing operations
    28,975         (31,486 )     47,236       65,545  
Non-operating income (expense) from continuing operations:
                                 
Interest expense, net
    (54,061 )       (4,638 )     (17,141 )     (19,841 )
Loss on early extinguishment of debt
    —         (6,492 )     —       (3,024 )
Other income (expense)
    (1,702 )       —       —       261  
                                   
Income (loss) from continuing operations before income taxes and minority interest
    (26,788 )       (42,616 )     30,095       42,941  
Provision (benefit) for income taxes
    (8,185 )       (16,640 )     4,541       17,543  
Minority interest income (expense)
    —         (1,368 )     1,795       (8,507 )
                                   
Earnings (loss) from continuing operations
    (18,603 )       (27,344 )     27,349       16,891  
                                   
Discontinued operations:
                                 
Gain (loss) from operations of discontinued operations (including gain on sale of $498,387 in 2006)
    —         502,718       (19,659 )     (12,866 )
Provision (benefit) for income taxes
    —         195,647       (9,765 )     (2,321 )
Minority interest income (expense)
    —         (73,966 )     (1,446 )     (997 )
                                   
Gain (loss) on discontinued operations
    —         233,105       (11,340 )     (11,542 )
                                   
Net income (loss)
  $ (18,603 )     $ 205,761     $ 16,009     $ 5,349  
                                   
 
The accompanying notes are an integral part of the consolidated financial statements.


F-5

Table of Contents

CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
for the period May 5, 2006 through December 31, 2006
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)
for the period January 1, 2006 through May 4, 2006 and years ended December 31, 2005 and 2004

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
 
                                                 
                Retained
 		    Accumulated
 		             
          Additional
 		    Earnings
 		    Comprehensive
 		    Unearned
 		    Total
 		 
    Common
 		    Paid-In
 		    (Accumulated
 		    Income
 		    ESOP
 		    Stockholders’
 		 
    Stock     Capital     Deficit)     (Loss)     Shares     Equity  
    (In thousands)  
 
Balance as of January 1, 2004
  $ 273     $ 145,248     $ 37,510     $ —     $ (143,641 )   $ 39,390  
Net income and other comprehensive income
    —       —       5,349       —       —       5,349  
Class “A” common shares repurchased
    —       (30 )     (21 )     —       —       (51 )
ESOP common shares repurchased
    (1 )     (2,764 )     (2,354 )     —       —       (5,119 )
Allocation of ESOP common shares
    —       10,713       —       —       9,576       20,289  
Cash dividends
    —       —       (2,293 )     —       —       (2,293 )
                                                 
Balance as of December 31, 2004
  $ 272     $ 153,167     $ 38,191     $ —     $ (134,065 )   $ 57,565  
Net income
    —       —       16,009       —       —       16,009  
Other comprehensive income (loss):
                                               
Additional minimum pension liability, net of income taxes
    —       —       —       (8,964 )     —       (8,964 )
                                                 
Total comprehensive income (loss)
                    16,009       (8,964 )             7,045  
                                                 
Class “A” common shares repurchased
    (1 )     (1,825 )     (1,885 )     —       —       (3,711 )
Tax benefit of lapse in restrictions on class “A” common shares
    —       6,161       —       —       —       6,161  
Common shares repurchased
    (2 )     (34 )     (1,941 )     —       —       (1,977 )
ESOP common shares repurchased
    (1 )     (3,773 )     (2,700 )     —       —       (6,474 )
Allocation of ESOP common shares
    —       8,501       —       —       9,576       18,077  
Cash dividends
    —       —       (2,568 )     —       —       (2,568 )
                                                 
Balance as of December 31, 2005
  $ 268     $ 162,197     $ 45,106     $ (8,964 )   $ (124,489 )   $ 74,118  
Net income
    —       —       205,761       —       —       205,761  
Cash dividends
    —       —       (268 )     —       —       (268 )
Distribution of net equity in subsidiaries to Trusts
    —       887       (129,884 )     8,964       —       (120,033 )
Purchase of Radio minority interest from control group
    —       —       (59,959 )     —       —       (59,959 )
ESOP shares repurchased
    (1 )     (35 )     (22 )     —       —       (58 )
Return of ESOP shares
    (2 )     (10,558 )     —       —       10,560       —  
Stock options
    —       186       —       —       —       186  
                                                 
Balance as of May 4, 2006
    265       152,677       60,734       —       (113,929 )     99,747  
                                                 
Eliminate Predecessor balances upon acquisition
    (265 )     (152,677 )     (60,734 )     —       113,929       (99,747 )
                                                 
Subtotal
    —       —       —       —       —       —  
Contribution of assets
    —       9,233       —       —       —       9,233  
Contributed capital, net
    —       299,928       —       —       —       299,928  
                                                 
Balance as of May 5, 2006
    —       309,161       —       —       —       309,161  
Net loss
    —       —       (18,603 )     —       —       (18,603 )
Other comprehensive income: Change in fair value of derivative
    —       —       —       182       —       182  
                                                 
Total comprehensive income (loss)
    —       —       (18,603 )     182       —       (18,421 )
                                                 
Balance as of December 31, 2006
  $ —     $ 309,161     $ (18,603 )   $ 182     $ —     $ 290,740  
                                                 
 
The accompanying notes are an integral part of the consolidated financial statements.


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Table of Contents

CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                   
            (In thousands)
 		 
    Radio Holdings       Predecessor  
    May 5, 2006
 		      January 1,
 		             
    through
 		      2006 to
 		    Year Ended
 		 
    December 31,
 		      May 4,
 		    December 31,  
    2006       2006     2005     2004  
CASH FLOWS FROM OPERATING ACTIVITIES
                                 
Net income (loss)
  $ (18,603 )     $ 205,761     $ 16,009     $ 5,349  
Adjustments to reconcile net income(loss) to net cash provided (used in) by operating activities:
                                 
Depreciation and amortization
    30,963         15,143       49,033       50,425  
Non-cash contract termination charge
    6,723         —       —       —  
ESOP benefit expense
    —         —       13,962       15,296  
Cable Performance Share Plan
    —         —       —       2,401  
Radio Employee Stock Plan
    —         118       —       289  
Pfaltzgraff restructuring and closing costs
    —         —       —       3,431  
Loss on impairment
    —         —       10,631       —  
Loss on extinguishment of debt
    —         6,492       —       2,690  
Loss (gain) on sale of properties
    —         —       1,436       1,735  
Loss (gain) on sale of WABZ-FM,
                                 
SusQtech and Pfaltzgraff
    —         (498,528 )     1,590       (10,151 )
Deferred income taxes
    (11,025 )       2,633       5,753       14,092  
Minority interests
    —         75,334       (349 )     9,505  
Deferred financing amortization
    2,314         197       902       1,574  
Changes in assets and liabilities:
                                 
Decrease (increase) in accounts receivable, net
    (7,774 )       825       2,844       3,908  
Decrease (increase) in inventories
    —         —       (5,665 )     7,996  
Decrease (increase) in prepaid and other current assets
    (2,727 )       (8,694 )     3,966       (1,978 )
Decrease (increase) in other assets
    5,065         —                  
Increase(decrease) in accounts payable
    1,481         (28,643 )     (5,625 )     (65 )
Increase (decrease) in accrued interest
    6,437         (6,775 )     (572 )     2,897  
Increase (decrease) in accrued income taxes
    2,355         (5,461 )     (9,924 )     2,425  
Increase (decrease) in other liabilities
    1,966         (20,125 )     (19,777 )     (1,027 )
Increase (decrease) in other current liabilities
    5,481         57,714       (3,723 )     9,111  
                                   
Net cash provided by(used in) operating activities
    22,656         (204,009 )     60,491       119,903  
                                   
CASH FLOWS FROM INVESTING ACTIVITIES
                                 
Purchase of property, plant and equipment, net
    (472 )       (8,522 )     (35,018 )     (44,658 )
(Acquisitions) dispositions
    (1,220,043 )       728,328       —       (125,404 )
Proceeds from sale of Pfaltzgraff assets
    —         —       32,500       —  
Proceeds from sale of WABZ-FM
    —         —       300       11,500  
Proceeds from sale of real estate properties
    —         —       2,878       2,077  
Increase in FCC Licenses due to judgment
    —         —       —       (10,000 )
Decrease (increase) in intangible assets, investments and other assets
    —         —       (3,851 )     (3,383 )
                                   
Net cash provided by (used in) investing activities
    (1,220,515 )       719,806       (3,191 )     (169,868 )
                                   


F-7

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

CONSOLIDATED STATEMENTS OF CASH FLOWS
 — (Continued)

                                   
            (In thousands)
 		 
    Radio Holdings       Predecessor  
    May 5, 2006
 		      January 1,
 		             
    through
 		      2006 to
 		             
    December 31,
 		      May 4,
 		    Year Ended December 31,  
    2006       2006     2005     2004  
CASH FLOWS FROM FINANCING ACTIVITIES
                                 
Net decrease in revolving credit borrowings
    —         —       (33,338 )     (15,594 )
Increase in cash overdrafts
    —         2,214       —       —  
Long-term borrowings
    700,000         (466,219 )     248,750       400,000  
Subordinated debt
    250,000         —       —       —  
Increase in revolving credit facilities
    —         113,200       —       —  
Construction loan repayments
    —         —       (931 )     (543 )
Redemption of Senior Subordinated Notes
    —         —       —       (150,000 )
Repayment of long-term debt
    (18,500 )       —       (252,767 )     (175,324 )
Capital contributions
    299,928         —       —       —  
Payment of debt issuance costs
    (25,721 )       —       —       —  
Subsidiary common stock transactions
    —         —       (3,256 )     (5,113 )
Repurchase of ESOP shares
    —         (58 )     (6,474 )     (5,119 )
Proceeds from stock options
    —         186       —       —  
Repurchase of common stock
    —         —       (1,977 )     —  
Class “A” common stock transactions
    —         —       (3,711 )     (51 )
Payment of dividends
    —         (268 )     (2,568 )     (2,293 )
Distribution of cash accounts to Trusts
    —         (48,579 )     —       —  
Purchase of minority interest
    —         (123,610 )     —       —  
Payments to minority interests
    —         —       (494 )     (494 )
                                   
Net cash provided by (used in) by financing activities
    1,205,707         (523,134 )     (56,766 )     45,469  
                                   
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    7,848         (7,337 )     534       (4,496 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    —         7,337       8,708       13,204  
                                   
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 7,848       $ —     $ 9,242     $ 8,708  
                                   
Supplemental disclosures of cash flow information
                                 
Interest paid
  $ 44,017       $ 17,309     $ 35,100     $ 33,800  
Taxes paid
  $ —       $ 219,600     $ 2,200     $ 5,500  
Non-cash distribution to Trusts
  $ —       $ 81,305     $ —     $ —   

 
The accompanying notes are an integral part of the consolidated financial statements.


F-8

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.   Formation, Nature of Operations and Financial Statement Presentation
 
Formation and Nature of Operations of CMP Susquehanna Radio Holdings Corp.
 
CMP Susquehanna Radio Holdings Corp. and Subsidiaries ( “Radio Holdings” ) is a radio broadcasting corporation incorporated in the state of Delaware, focused on acquiring, operating and developing commercial radio stations in the top 50 radio markets in the United States. Radio Holdings is a second — tier subsidiary of Cumulus Media Partners LLC (“CMP”). CMP came into existence on October 31, 2005, when Cumulus Media Inc., (“Cumulus”) together with Bain Capital Partners (“Bain”), The Blackstone Group (“Blackstone”) and Thomas H. Lee Partners (“THLee”), formed a new private partnership. Cumulus, Bain, Blackstone and THLee entered into a definitive capital contribution agreement with CMP in order to provide for the capitalization of CMP and its subsidiaries. CMP was created by Cumulus and the equity partners to acquire the radio broadcasting business of Susquehanna Pfaltzgraff Co. and subsidiaries (“Predecessor”) through one of its subsidiaries. Each of the equity partners initially holds a 25% equity ownership in CMP. A total of one hundred common shares were issued and distributed equally to the equity partners in the ratio of their capital contributions.
 
In connection with the formation of CMP, Cumulus contributed four radio stations (including related licenses and assets) in the Houston, Texas and Kansas City, Missouri markets with a fair value of approximately $75 million plus $6.2 million in cash, in exchange for its 25% initial membership interest. The other partners contributed approximately $243.8 million in cash for the remaining 75% (25% each) equity interest in CMP. In connection with the transaction, CMP paid $14.2 million to the partners for their equity raising efforts; these payments were netted against the contributed capital.
 
Radio Holdings is a second — tier subsidiary of CMP and the 100% owner of CMP Susquehanna Corp. (“CMPSC”), which is the principal operating subsidiary of CMP. Radio Holdings received and recorded as equity: the capital raised as described above, one radio station contributed by Cumulus with a fair value of approximately $9.2 million, and proceeds from third party financing of the three radio stations contributed by Cumulus (approximately $64.1 million) and established in a separate second-tier subsidiary (CMP KC, LLC). Radio Holdings acquired Predecessor on May 5, 2006 (see Note 8). Subsequent to the acquisition, Radio Holdings allocated the purchase price to the acquired tangible and intangible assets of the Predecessor. The acquired assets were allocated based upon standard valuation methodology (primarily discounted cash flow for intangibles and actual value of the tangible assets). Management is responsible for the value assigned to the assets, and was assisted by an independent external appraiser. This purchase accounting allocation established the new basis of accounting. For tax purposes, Radio Holdings assumed the tax basis of the Predecessor which was substantially less than the acquisition price.
 
Nature of Operations and Sales of Businesses of Susquehanna Pfaltzgraff Co.
 
Susquehanna Pfaltzgraff Co. (“Predecessor”) had two major subsidiaries, Susquehanna Media Co. (Media”) and TPC York Inc., formerly The Pfaltzgraff Co. (“Pfaltzgraff”).
 
Media had two major subsidiaries, Susquehanna Radio Corp. (“Radio”) and Susquehanna Cable Co. (“Cable”). Radio operated radio stations in major domestic markets. Cable operated cable television systems in Pennsylvania, Maine, Mississippi, Illinois, New York and Indiana. Pfaltzgraff sold the majority of its assets in 2005. Pfaltzgraff formerly manufactured, wholesaled and retailed dinnerware and complementary housewares, primarily in the United States.
 
A Predecessor operation developed commercial and residential real estate and leased real estate to businesses and individuals (“Real Estate”), and another operation provided consulting services (“SusQtech”).


F-9

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
On October 31, 2005, the Predecessor agreed to sell its Cable assets to Comcast, Inc., which owned 30% of Cable.
 
On October 31, 2005 the Predecessor’s shareholders entered into a definitive agreement to sell its Radio business to CMP. Prior to the merger transaction, the Predecessor sold, or otherwise disposed of, any non-Radio assets and liabilities, including the distribution to other entities (Trusts) owned by the Predecessor’s former shareholders. In addition, minority interests of the Predecessor’s Radio operations were acquired by Radio from parties related to the Predecessor’s controlling shareholder group. This transaction was accounted for at historical cost and the difference of approximately $60 million was treated as an equity transaction.
 
Since Predecessor’s stockholders agreed to sell Predecessor’s Radio operations in a stock transaction, Radio and general corporate activities are classified as continuing operations. All other operations are classified as discontinued operations. Prior periods have been reclassified for comparability. The statement of cash flows includes both continuing and discontinued operations.
 
Financial Statement Presentation
 
The Predecessor’s financial statements have been presented since Radio Holdings did not previously have its own operations. The post-acquisition financial statements of Radio Holdings reflect the new basis of accounting. The principal intangibles arising from the acquisition are broadcast licenses, goodwill and pre-sold advertising contracts. Radio Holdings and Predecessor together are referred to as “Company” or “Companies.”
 
2.   Significant Accounting Policies
 
The Companies’ significant policies are as follows:
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Companies and their wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
 
Use of Estimates in the Preparation of Financial Statements
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, intangible assets, derivative financial instruments, income taxes, and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
 
Accounts Receivable and Concentration of Credit Risks
 
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s


F-10

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

existing accounts receivable. The Company determines the allowance based on historical write-off experience and trends. The Company reviews its allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company performs ongoing credit evaluations of its customers and believes that adequate allowances for any uncollectible accounts receivable are maintained.
 
Property, Plant and Equipment
 
Property, plant and equipment are stated at cost. Property, plant and equipment acquired in business combinations are recorded at their estimated fair values on the date of acquisition under the purchase method of accounting. Equipment under capital leases is stated at the present value of minimum lease payments.
 
Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the remaining term of the lease. Routine maintenance and repairs are expensed as incurred.
 
Accounting for National Advertising Agency Contract
 
During the fourth quarter of 2006, Radio Holdings was released from its pre-existing national advertising sales agency contract and engaged Katz Media Group, Inc (“Katz”) as its new national advertising sales agent The contract has several economic elements which principally reduce the overall expected commission rate below the stated base rate. Radio Holdings estimates the overall expected commission rate over the entire contract period and applies that rate to commissionable revenue throughout the contract period with the goal of estimating and recording a stable commission rate over the life of the contract.
 
The following are the principal economic elements of the contract that can affect the base commission rate:
 
  •  A $6.7 million non-cash charge recorded by Radio Holdings related to the termination of our contract with our former national advertising agent.
 
  •  Potential commission rebates from Katz should national revenue not meet certain targets for certain periods during the contract term. These amounts are measured annually with settlement to occur shortly thereafter. The rebate amounts currently deemed probable of settlement relate to the first year of the contract.
 
  •  Potential additional commissions in excess of the base rates if Katz should exceed certain revenue targets. No additional commission payments have been assumed.
 
The potential commission adjustments are estimated and combined in the balance sheet with the contractual termination liability. That liability is accreted to commission expense to effectuate the stable commission rate over the course of the Katz contract.
 
Radio Holdings’ accounting for and calculation of commission expense to be realized over the life of the Katz contract requires management to make estimates and judgments that affect reported amounts of commission expense. Actual results may differ from management’s estimates. Over the course of Radio Holdings’ contractual relationship with Katz, management will continually update its assessment of the effective commission expense attributable to national sales in an effort to record a consistent commission rate over the term of the Katz contract.


F-11

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Fair Values of Financial Instruments
 
The carrying values of receivables, payables, and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying value of our term loan long term debt approximates its fair value. At December 31, 2006, the senior subordinated debt had a fair value of 99.5% of face value.
 
Valuation of Long-Lived and Indefinite-Lived Intangible Assets
 
The Company evaluates the recoverability of its long-lived assets including property, plant and equipment and intangible assets subject to amortization whenever events or circumstances suggest their carrying values may not be recoverable. Analyses based on undiscounted cash flows generated by the related operations and appraisals, trends or other indicators of fair value are used in these evaluations. If an asset’s carrying value exceeds the indicated fair value, a loss is recognized for the difference between the indicated fair value and the asset’s carrying value.
 
The Company evaluates the recoverability of its indefinite-lived intangible assets and goodwill annually or more frequently if events or changes in circumstances suggest that an asset may be impaired. Federal Communications Commission (“FCC”) radio broadcast licenses are considered indefinite-lived intangible assets. Their values are determined at acquisition by valuation techniques. Indefinite-lived intangible assets are generally evaluated using discounted cash flow analyses, projections, trends, appraisals, and multiples evidenced in the reporting units’ businesses. Comparable current market transactions, estimated future operating results, appraisals, trends and other profitability information may be utilized in these evaluations. If the carrying value of an asset is greater than its indicated fair value, an impairment charge is recognized to reduce carrying value to indicated fair value.
 
Derivative Financial Instruments
 
Derivative financial instruments are used solely to limit interest rate exposure on variable rate debt. No derivative financial instruments are held for trading purposes. The Company is not a party to any leveraged instruments. Interest swaps and floors may either be treated as hedges or marked-to-market as elected on a contract-by-contract basis. The Company enters into interest rate swaps and floors to limit its exposure to interest rate changes on a portion of its variable rate debt. The Company accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This standard requires the Company to recognize all derivatives on the balance sheet at fair value. Fair value changes are recorded in income for any contracts not classified as qualifying hedging instruments. For derivatives qualifying as cash flow hedge instruments, the effective portion of the derivative fair value change must be recorded through other comprehensive income, a component of stockholders’ equity.
 
Debt Issuance Costs
 
The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the related debt. For the periods from acquisition through December 31, 2006, the period from January 1, 2006 through May 4, 2006, and the years ended December 31, 2005 and 2004, the Company recognized amortization expense of debt issuance costs of $2.3 million, $0.2 million, $0.9 million and $1.6 million, respectively.
 
Revenue
 
Revenue is derived primarily from the sale of commercial airtime to local and national advertisers. Revenue is recognized as advertisements are broadcast.


F-12

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Station Operating Expenses
 
Station operating expenses include direct operating, selling and general and administrative expenses incurred at the market cluster excluding depreciation and amortization expense. Station operating expenses do not include corporate general and administrative expenses for centralized corporate business support and other expenses not directly incurred at the market cluster level. Prior to May 5, 2006, ESOP expense and other retirement costs for station employees are included in station operating expenses.
 
Advertising
 
Advertising costs are expensed as incurred.
 
Comprehensive Income
 
SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting comprehensive income. Comprehensive income includes net income as currently reported under accounting principles generally accepted in the United States of America, and also considers the effect of additional economic events that are not required to be reported in determining net income, but rather are reported as a separate component of stockholders’ equity. Radio Holdings reports changes in the fair value of derivatives qualifying as cash flow hedges as a component of comprehensive income.
 
Income Taxes
 
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
Stock-Based Compensation
 
Compensation expense is recognized in accordance with Statement of Financial Accounting Standard No. 123R, Share-Based Payment, which was implemented on January 1, 2006. Compensation expense on options was recognized using “minimum value”, which excludes any volatility. Since the Predecessor previously adopted SFAS 123, Accounting for Stock-Based Compensation, and all outstanding options were fully vested as of December 31, 2005, no transition provisions apply and furthermore, management did not intend to modify previously granted, repurchased or cancelled options after adopting SFAS 123R. Subsequent to the acquisition there have been no share-based arrangements entered into nor are their any outstanding.
 
Extinguishment of Debt
 
The Predecessor’s losses on extinguishment of debt have been reflected as a component of income (loss) from continuing operations, consistent with the provisions of SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. Losses recognized during 2006 and 2004 relate to the retirement of certain term loan borrowings under the Predecessor’s credit facilities.


F-13

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Recent Accounting Pronouncements
 
FIN 48. In July 2006, the FASB issued SFAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of SFAS Statement No. 109. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include the following:
 
  •  a decision not to file a tax return in a particular jurisdiction for which a return might be required,
 
  •  an allocation or a shift of income between taxing jurisdictions,
 
  •  the characterization of income or a decision to exclude reporting taxable income in a tax return, or
 
  •  a decision to classify a transaction, entity, or other position in a tax return as tax exempt.
 
FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is “more likely than not” that a company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. This is a change from current practice, whereby companies may recognize a tax benefit only if it is probable a tax position will be sustained.
 
This statement is effective and will be adopted by Radio Holdings in the first quarter of 2007.
 
SFAS No. 155.  In February 2006, the Financial Accounting Standards Board issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement is effective for all financial instruments acquired or issued after the beginning of Radio Holdings’ fiscal year 2007 and is not expected to have a material impact on its consolidated financial statements.
 
SFAS 157.  In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement. SFAS 157 establishes a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements. However, it eliminates inconsistencies in the guidance provided in previous accounting pronouncements.
 
SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. All valuation adjustments will be recognized as cumulative-effect adjustments to the opening balance of retained earnings for the fiscal year in which SFAS 157 is initially applied. Radio Holdings is currently evaluating the impact that SFAS 157 will have on its consolidated financial statements.
 
SFAS No. 159.  In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115, which becomes effective for fiscal periods beginning after November 15, 2007. Under SFAS No. 159 companies may elect to measure specified financial instruments and warranty and insurance contracts at fair value on a contract-by-contract basis, with changes in fair value recognized in earnings each reporting period. The election called


F-14

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the “fair value option” will enable some companies to reduce volatility in reported earnings caused by measuring related assets and liabilities differently. Radio Holdings does not expect this issue to have a material impact on its consolidated financial statements.
 
SAB No. 108.  In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides guidance on how prior year misstatements should be considered when quantifying misstatements in the current year financial statements. The SAB requires registrants to quantify misstatements using both a balance sheet and an income statement approach and evaluate whether either approach results in quantifying a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. SAB 108 does not change the guidance in SAB 99, Materiality, when evaluating the materiality of misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006. Upon initial application, SAB 108 permits a one-time cumulative effect adjustment to beginning retained earnings. Effective May 5, 2006, Radio Holdings adopted SAB 108 which did not have an impact on its 2006 consolidated financial statements.
 
3.   Discontinued Operations of the Predecessor
 
Discontinued operations of the Predecessor include Cable, Pfaltzgraff, SusQtech and Real Estate. Continuing operations include radio broadcasting and certain general corporate overhead.
 
2006
 
On May 1, 2006, the Predecessor sold the assets of its cable business to Comcast Corporation (“Comcast”) for approximately $772 million cash. Cable subsequently redeemed Susquehanna’s stock ownership for approximately $185 million cash. A pretax gain of approximately $490 million and related income taxes of approximately $190 million were recognized related to the sale.
 
Pursuant to the terms of the acquisition merger agreement (Note 1), substantially all non-Radio assets and liabilities were distributed to entities (Trusts) owned by the Predecessor’s former shareholders prior to May 4, 2006.
 
Included in the gain from operations of discontinued subsidiaries for the period from January 1, 2006 through May 4, 2006 are (in thousands):
 
         
Revenues from discontinued operations
  $ 70,394  
Interest expense, net
  $ 6,065  
 
Disposals included in discontinued operations for the period from January 1, 2006 through May 4, 2006 are as follows (in thousands):
 
         
Gain on disposal of businesses included in discontinued operations before income taxes and minority interests
  $ 498,387  
Income taxes related to gain on disposal of businesses included in discontinued operations
    (194,371 )
         
Gain on disposal of business, net
  $ 304,016  
         
 
2005
 
Based on indications that the fair value of certain long-lived assets might be impaired, the Predecessor evaluated the goodwill and property, plant and equipment of its SusQtech operation for impairment as of June 30, 2005. Based on that impairment review, a $1.9 million goodwill impairment charge was recognized at


F-15

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

June 30, 2005. A $0.2 million impairment of SusQtech’s property, plant and equipment was also recognized. Fair value was based upon estimated selling prices for these assets. The value of SusQtech’s accounts receivable and other current assets was also reduced by $0.7 million (estimated realizable value at June 30, 2005). All SusQtech assets were subsequently sold without further loss.
 
On July 11, 2005, the Predecessor sold most of the assets of its wholesale and retail Pfaltzgraff business to Lifetime Brands, Inc. (“Lifetime”) for $32.5 million cash. Pfaltzgraff’s manufacturing facilities and its distribution center were not included in the sale of assets to Lifetime. A pretax loss of approximately $6.9 million was recognized on the sale. In November 2005, the Predecessor sold manufacturing equipment for $1.5 million cash and recognized a $2.2 million loss.
 
On October 1, 2005, the Predecessor sold its general partnership interest in Susquehanna Adelphia Business Solutions to the other general partner for approximately $2.3 million cash. A $0.5 million gain was recognized on the sale. Coincident with the closing of this transaction, Cable leased 80% of the fiber optic network formerly leased by the partnership to the other general partner for $4.0 million cash. No gain or loss was recognized. The lease had a twenty-year term and required the Predecessor to purchase approximately $1.2 million in services over the next two years.
 
Items included in loss from discontinued operations for the years ended December 31, 2005 and 2004 are shown below (in thousands):
 
                 
    2005     2004  
 
Revenues from discontinued operations
  $ 259,019     $ 333,161  
Depreciation and amortization
    41,632       42,666  
Impairment losses
    10,631       —  
ESOP expense
    3,601       5,454  
Interest expense, net
    17,533       18,018  
Loss from early extinguishment of debt
    —       6,040  
 
Disposals included in discontinued operations are as follows (in thousands):
 
         
    2005  
 
Losses on disposal of businesses included in loss from discontinued operations before income taxes and minority interests
  $ (11,193 )
Benefit for income taxes on disposal of businesses
    4,029  
         
Loss on disposal of businesses
  $ (7,164 )
         
 
There were no disposals in discontinued operations in 2004.


F-16

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The carrying amounts of the major classes of assets and liabilities included in discontinued operations as of December 31, 2005 are shown below (in thousands):
 
         
    2005  
 
ASSETS
Cash and cash equivalents
  $ 1,905  
Accounts receivable, net
    6,305  
Prepaid income taxes
    29,389  
Property, plant and equipment, net
    178,352  
Intangible assets, net
    156,297  
Investments and other assets
    8,957  
Other
    3,728  
         
Total assets held for sale
  $ 384,933  
         
 
LIABILITIES
Accounts payable
  $ 7,132  
Other current liabilities
    16,223  
Long-term debt
    305,843  
Deferred income taxes
    26,214  
Minority interests
    7,651  
Other liabilities
    4,036  
         
Total liabilities held for sale
  $ 367,099  
         
 
The Susquehanna Cable Co. Performance Share Plan was a non-qualified deferred compensation plan for certain key employees. Participants were granted performance share rights that were purchased by deferring compensation. Cable performance shares (“Shares”) were accounted for as stock appreciation rights. Share value changed annually on April 1. Share value was based on Cable’s value in the Predecessor’s annual ESOP valuation. Changes in Share value were recognized as general and administrative expenses for discontinued operations in the consolidated statement of operations. Based on Cable’s values in the Predecessor’s ESOP valuations performed as of December 31, 2004 and 2003, a $1.9 million expense and $2.4 million expense reduction were recognized in discontinued operations as of April 1, 2005, and 2004, respectively. The asset sale agreement for Cable requires the redemption of all Shares prior to closing. On December 6, 2005, the Board approved the redemption of all outstanding Shares for $19.6 million. All outstanding Shares were redeemed for cash before December 31, 2005. Existing credit facilities were utilized to fund the redemption.
 
As of December 31, 2005, cash and cash equivalents classified as discontinued operations include $3.5 million restricted cash that collateralized letters of credit required to self-insure Pennsylvania workers compensation coverage.
 
In July 2005, the New York State Department of Environmental Conservation (“DEC”) issued a Record of Decision with respect to remediation of industrial contamination of Lake Onondaga. Syracuse China, a former Pfaltzgraff subsidiary sold in 1995, was previously notified that it was considered a potentially responsible party in the lake’s contamination. As part of the Syracuse China sales agreement, Pfaltzgraff retained responsibility for up to $4.2 million of Syracuse China’s environmental liability related to this matter. Although it was probable that Syracuse China would be a party to the remediation of Lake Onondaga, it was not possible to estimate Pfaltzgraff’s share of costs. Pfaltzgraff did not share in initial costs related to this matter.


F-17

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
4.   Property, Plant and Equipment
 
Property, plant and equipment consist of the following as of December 31, 2006 and 2005 (in thousands):
 
                           
    Estimated Useful
 		    Radio Holdings
 		      Predecessor
 		 
    Life     2006       2005  
Land
          $ 6,420       $ 5,766  
Machinery and equipment
    3 to 20 years       30,949         59,599  
Buildings and improvements
    10 to 40 years       7,794         21,179  
Construction in progress
            —         518  
                           
              45,163         87,062  
Less accumulated depreciation
            (3,774 )       (51,056 )
                           
            $ 41,389       $ 36,006  
                           
 
                         
 
Depreciation expense for continuing operations was $3.8 million, $2.2 million, $7.1 million, and $7.3 million for the period May 5 through December 31, 2006, January 1 through May 4, 2006, and the years 2005 and 2004, respectively.
 
5.   Long-term Debt
 
Total long-term debt for continuing and discontinued operations as of December 31, included (in thousands):
 
                   
    Radio Holdings
 		      Predecessor
 		 
    2006       2005  
9.875% Senior subordinated notes
  $ 250,000       $ —  
Term loan
    681,500         —  
7.375% Senior subordinated notes
    —         150,000  
Term loan “A”
    —         150,000  
Term loan “C”
    —         248,125  
Radio notes payable
    —         3,484  
Other
    —         9,563  
                   
Total
  $ 931,500       $ 561,172  
                   
Debt classified as continuing operations:
                 
9.875% Senior subordinated notes
  $ 250,000       $ —  
Term loan
    681,500         —  
7.375% Senior subordinated notes
    —         68,793  
Term loan “A”
    —         68,793  
Term loan “C”
    —         113,796  
Radio notes payable
    —         3,484  
Other
    —         462  
                   
Total
    931,500         255,328  
Less amounts payable within one year
    7,000         9,236  
                   
    $ 924,500       $ 246,092  
                   


F-18

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A summary of the future maturities of long-term debt for continuing operations follows (in thousands):
 
         
2007
  $ 7,000  
2008
    7,000  
2009
    7,000  
2010
    7,000  
2011
    7,000  
Thereafter
    896,500  
         
    $ 931,500  
         
 
2006
 
Pursuant to the acquisition of Predecessor, CMPSC raised $250 million in senior subordinated notes and established a $700 million term loan and $100 million in revolving bank facilities. At the acquisition closing, only the $700 million term loan was drawn on and $3.3 million in letters of credit were issued to cover pre-existing workers’ compensation claims, reducing revolving bank facilities capacity to $96.7 million. CMPSC is charged a commitment fee of 0.5% on the unused portion of the revolver. All proceeds of the financing were used to fund the acquisition of the Predecessor stock. In connection with the acquisition and closing $208.1 million outstanding under Predecessor’s credit facilities were repaid and a loss on extinguishment of debt was recorded for the unamortized deferred loan costs.
 
As of December 31, 2006, there were no outstanding amounts on the revolving credit facility. The revolving loan rate is variable based on the levels of leverage, and range from 1.75% to 2.25% above LIBOR and from 0.75% to 1.25% above the alternate base rate. The spreads for the term loan are 2% above LIBOR (5.438% at December 31, 2006) or 1% above the alternate base rate. At December 31, 2006, CMPSC’s effective interest rate, excluding the interest rate swap discussed below, on the loan amounts outstanding under CMPSC’s credit facilities was 8.052%. In August, 2006 CMPSC entered into an interest rate swap agreement that effectively fixed the interest rate, based on LIBOR, on $225.0 million of floating rate bank borrowings for a one year period. As a result, including the fixed component of the swap at December 31, 2006, CMPSC’s effective interest rate on the loan amounts outstanding under the credit agreement was 7.509%.
 
CMPSC’s obligations under the credit facility are collateralized by substantially all of its assets in which a security interest may lawfully be granted (including FCC licenses held by its subsidiaries), including, without limitation, intellectual property and all of the capital stock of Radio Holdings’ direct and indirect domestic subsidiaries. In addition, CMPSC’s obligations under the credit facility are guaranteed by its subsidiaries.
 
The term loan has a repayment schedule which requires quarterly principal payments of 0.25% of the original loan beginning September 30, 2006. The term loan also has required payments based on the excess cash flow as defined in the agreement. The unpaid balance of the term loan is due May, 2013 and the revolving loan is due May, 2012.
 
The senior subordinated notes have a rate of 9.875% and mature in May, 2014. Pursuant to the registration rights agreement entered into with respect to the senior subordinated notes at the time of original issuance, because CMPSC did not consummate a registered exchange offer for such notes within 360 days after their issue date, commencing on May 1, 2007 additional interest began to accrue at a rate of 0.25% per annum, subject to certain additional upward adjustments until the exchange offer is consummated. Upon completion of the exchange offer, any such additional interest shall cease to accrue.


F-19

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
The senior subordinated notes are unsecured and the bank term loan is secured by a blanket lien over all assets of Radio Holdings. Under the bank credit agreement, there are a number of standard financial covenants that restrict CMPSC’s ability to incur additional indebtedness, pay dividends, sell off pledged assets and make capital expenditures. CMPSC’s long-term debt is subject to various covenants, restrictions and other requirements. As of December 31, 2006, CMPSC was in compliance with all covenants for its long-term debt. The terms of the bank credit agreement, and the indenture governing the notes, require that the Company deliver audited financial statements accompanied by an unqualified opinion of its independent registered public accounting firm by certain specified dates. Because the Company did not deliver the required information within the required dates, CMPSC technically was not in compliance with the bank credit agreement and the indenture governing the notes. Under the bank credit agreement and the indenture, the non-compliance would not have constituted an event of default until the giving of notice and expiration of the applicable cure period. The Company will cure any non-compliance under those agreements with the filing with the Securities and Exchange Commission of these consolidated financial statements and the accompanying report of the independent registered public accounting firm. At December 31, 2006 the senior subordinated notes had a fair value of 99.5% of face value.
 
A committed bridge line was terminated with the closing of the senior subordinated notes and a $1.7 million commitment fee was expensed in May, 2006. In connection with the new credit facilities, Radio Holdings capitalized approximately $25.1 million of debt issuance costs, which is being amortized to interest expense over the life of the debt.
 
2005
 
The Media, Pfaltzgraff and Real Estate businesses of Predecessor were separately financed. Media debt allocated to continuing operations and to discontinued operations was determined based on each business’s intercompany balances and included a pro rata share of each shared Media borrowing.
 
Media’s $150.0 million, 8.5% senior subordinated notes were due in 2009. Interest was payable semi-annually. Media called the 8.5% senior subordinated notes (“Notes”) as of May 15, 2004. On May 17, 2004, a total of $162.75 million was paid to bondholders. The amount paid included the Notes’ $150.0 million principal balance, a $6.375 million call premium and $6.375 million of accrued interest. Continuing operations recognized a $3.0 million loss on debt extinguishment which included a $0.9 million charge for unamortized deferred financing costs. The redemption was funded using Media’s “Facilities” described below.
 
Media funded an acquisition on March 9, 2004 utilizing credit facilities from a group of banks (“Facilities”) totaling $600 million that replaced its prior $450 million senior credit facilities (“Old Facilities”). Proceeds from the Facilities were used to repay all of the Old Facilities (approximately $195 million) and to repurchase the 8.5% notes in May 2004. The Facilities, effective March 9, 2004, included a $200 million revolving credit loan commitment, a $150 million term “A” loan, a $250 million term “B” loan and an unused incremental $200 million term “C” loan.
 
The Facilities’ Amendment No. 1 and Waiver to Credit Agreement (“Amendment”) became effective December 21, 2005. The Amendment increased the term “C” loan facility from $200 million to $248.75 million, allowed the Facilities to remain in place prior to closing of the CMP merger transaction and allowed the proceeds from borrowings under term “C” loan to repay term “B” loan borrowings without penalty. Deferred financing costs incurred for this amendment were approximately $0.5 million.
 
The Facilities’ revolving credit loan and term “A” loan borrowings bore interest based on either a base rate plus an applicable margin (0.0% — 1.0%) or on LIBOR plus an applicable margin (1.00% — 2.25%) based on leverage. Term “B” loan borrowings bore interest based on either a base rate plus an applicable margin (0.50% — 0.75%) or LIBOR plus an applicable margin (1.75% — 2.00%) based on leverage. Interest on all loans was payable quarterly or on the maturity of a LIBOR-based borrowing. The effective interest rate


F-20

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on the term “A” loan was 5.62% as of December 31, 2005. The effective interest rate on term “C” loan (LIBOR plus 1.5%) was 5.87% as of December 31, 2005.
 
Media’s revolving credit loan did not amortize and was scheduled to mature in March 2011. The term “A” loan was scheduled to begin amortizing in June 2006 and to mature in March 2011. The term “C” loan began amortizing in 2005 and was scheduled to mature in March 2012. As of December 31, 2005, $200.0 million was available for borrowing under the revolving credit loan.
 
The Facilities’ covenants required Media to maintain ratios such as interest coverage, leverage, and fixed charges coverage at prescribed levels. Media had agreed to restrict its payment of dividends and management fees, investment transactions with affiliates, ownership changes, the sale of assets and the issuance of additional debt. The Facilities were guaranteed by Media’s subsidiaries and were collateralized by Media’s assets (except for real estate and vehicles), a pledge of Media’s equity in all subsidiaries and a pledge of the Predecessor’s stock of Media.
 
On April 23, 2003, Media issued $150.0 million of 7.375% senior subordinated notes (“Notes”) at par. The Notes were due in 2013. Interest was payable semi-annually. In June 2003, Media exchanged the notes for senior subordinated exchange notes, with the same terms and maturity, which were registered with the Securities and Exchange Commission. The fair value of the notes was $160.5 million as of December 31, 2005.
 
On February 1, 2006, Media redeemed all the Notes for $162.3 million. The $12.3 million in redemption cost over face value, the $1.4 million charge for unamortized deferred financing costs and $0.2 million in associated costs were recognized as a loss on early extinguishment of debt in the period from January 1, 2006 through May 4, 2006.
 
Unamortized deferred financing expense for continuing operations was $4.1 million at December 31, 2005.
 
6.   Derivative Financial Instruments
 
The Company accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This standard requires the Company to recognize all derivatives on the balance sheet at fair value. Derivative value changes are recorded in income for any contracts not classified as qualifying hedging instruments. For derivatives qualifying as cash flow hedge instruments, the effective portion of the derivative fair value change must be recorded through accumulated other comprehensive income, a component of stockholders’ equity. Derivative financial instruments are used solely to limit interest rate exposure and are not used for trading purposes.
 
CMPSC entered into an interest rate swap arrangement in August, 2006 to manage fluctuations in cash flows resulting from interest rate risk attributable to changes in the benchmark interest rate of LIBOR. The transaction has an effective date of November 9, 2006 and locks in the future interest expense at 5.2075% for the first $225.0 million of bank borrowings through November 9, 2007. The transaction is accounted for as a qualifying cash flow hedge of the future variable rate interest payments in accordance with SFAS No. 133. As of December 31, 2006 the fair value of the derivative was $0.2 million.
 
The fair value of the August 2006 Swap is determined periodically by obtaining quotations from the financial institution that is the counterparty to the swap arrangement. The fair value represents an estimate of the net amount that CMPSC would receive if the agreement was transferred to another party or cancelled as of the date of the valuation. Changes in the fair value of the August 2006 Swap are reported in accumulated other comprehensive income, or AOCI, which is an element of stockholders’ equity.


F-21

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
As of December 31, 2005, the Predecessor was party to swaps with notional values totaling $50 million, expiring in 2007. The Predecessor was also party to a 2.5% interest floor with a $50 million notional value. The Predecessor did not elect hedge accounting for these instruments. As of December 31, 2005, the fair values of these instruments were recognized as a $0.6 million asset. Interest expense increased (decreased) for the years ended December 31, 2005, and 2004 by $(1.0) million, and $0.1 million, respectively, due to the changes in fair value of these instruments. On February 1, 2006, the Predecessor settled its interest swap and floor at a gain of $0.6 million.
 
7.   Income Taxes
 
Total income tax expense (benefit) for the years were allocated as follows (in thousands):
 
                                   
    Radio Holdings             Predecessor        
    Period from May 5,
 		      Period from January 1,
 		             
    2006 through
 		      2006 through
 		             
    December 31,
 		      May 4,
 		             
    2006       2006     2005     2004  
Income tax expense (benefit) from continuing operations
  $ (8,185 )     $ (16,640 )   $ 4,541     $ 17,543  
Income tax expense (benefit) from discontinued operations
    —         195,647       (9,765 )     (2,321 )
                                   
Total income tax expense (benefit)
  $ (8,185 )     $ 179,007     $ (5,224 )   $ 15,222  
                                   
 
Income taxes for continuing operations are summarized as follows (in thousands):
 
                                   
    Radio Holdings             Predecessor        
    Period from May 5,
 		      Period from January 1,
             
    2006 through
 		      2006 through
             
    December 31,
 		      May 4,
 		             
    2006       2006     2005     2004  
Current:
                                 
Federal
  $ 557       $ 4,839     $ 555     $ 12,092  
State
    2,283         854       169       722  
                                   
Total current
    2,840         5,693       724       12,814  
                                   
Deferred:
                                 
Federal
    (9,455 )       (18,983 )     (309 )     5,596  
State
    (1,570 )       (3,350 )     4,126       (867 )
                                   
Total deferred
    (11,025 )       (22,333 )     3,817       4,729  
                                   
Income tax expense (benefit)
  $ (8,185 )     $ (16,640 )   $ 4,541     $ 17,543  
                                   
 
Prior to the acquisition on May 5, 2006, all members of the Predecessor’s consolidated federal income tax returns were party to a tax sharing agreement. The tax sharing agreement required each member’s federal income taxes to be computed initially on a separate return basis. Consolidated return member losses utilized in the consolidated return could reduce other members’ tax payments. A member’s income taxes receivable or payable were required to be settled on exit from the federal consolidated return group. Income taxes on continuing operations and discontinued operations have been calculated separately for the Predecessor.


F-22

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
In 2005, the Predecessor Board removed restrictions on the Predecessor’s previously-issued Class “A” common stock. The lapse of these restrictions created a $45.6 million compensation deduction for tax purposes of which $28.0 million affected income taxes for continuing operations.
 
On October 23, 2004, a Radio subsidiary received a $2.1 million state income tax refund that included approximately $0.6 million of interest on the refund. The refund represented settlement of an income tax audit covering the years 1997 through 2000. Due to significant uncertainties concerning the audit’s outcome, no income tax benefit was previously recognized.
 
Reconciliations of the difference between income taxes at the U.S. statutory rate and the effective book income tax rate for continuing operations follow (in thousands):
 
                                   
    Radio Holdings
 		            Predecessor        
    Period from May 5, 2006
 		      Period from January 1,
 		             
    through
 		      2006 through
 		             
    December 31,
 		      May 4,
 		             
    2006       2006     2005     2004  
U.S. statutory rate
  $ (9,376 )     $ (14,916 )   $ 10,533     $ 15,029  
Permanent differences
    727                            
State income taxes, net of Federal income tax effect
    464         (1,622 )     2,799       945  
Compensation deduction
    —         —       (9,840 )     —  
Other
    —         (102 )     1,049       1,569  
                                   
Income tax expense (benefit)
  $ (8,185 )     $ (16,640 )   $ 4,541     $ 17,543  
                                   


F-23

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2006 and 2005, deferred tax assets and liabilities for continuing operations resulted from the following temporary differences (in thousands):
 
                   
    Radio Holdings
 		      Predecessor
 		 
    2006       2005  
Current deferred tax assets:
                 
Allowance for doubtful accounts
  $ 581       $ 450  
Accrued expenses
    346         3,824  
                   
Current deferred tax assets
    927         4,274  
Valuation Allowance
    —         —  
                   
Net current deferred tax assets
    927         4,274  
Non-current deferred tax assets:
                 
Non-cash contract termination cost
    2,273         1,180  
Net operating loss and other carryforwards
    16,621         34,749  
Pension benefits & deferred compensation
    —         12,926  
Tangible assets
    —         188  
                   
Noncurrent deferred tax assets
    18,894         49,043  
Valuation Allowance
    (16,621 )       (16,755 )
                   
      2,273         32,288  
                   
Deferred tax liabilities:
                 
Pension benefits
    —         6,434  
Tangible assets, primarily property & equipment
    5,765         3,973  
Intangible assets
    247,224         51,035  
Investments in flow-through entities
    —         2,833  
Other liabilities
    —         226  
                   
Noncurrent deferred tax liabilities
    252,989         64,501  
                   
Net Noncurrent deferred tax liabilities
  $ 250,716       $ 32,213  
                   
Net deferred tax liabilities
  $ 249,789       $ 27,939  
                   
 
As of December 31, 2006, Radio Holdings had no federal net operating loss carryforwards and $190.0 million of state net operating loss carryforwards. A utilization of the state net operating loss carryforwards was uncertain and a full valuation allowance was recorded. The valuation allowance decreased by $0.1 million for the period from May 5, 2006 to December 31, 2006.
 
Management believes that it is more likely than not that the results of future operations will generate significant taxable income to realize the deferred tax assets. Taxable income for the period May 5, 2006 through December 31, 2006 was approximately $3.9 million.
 
8.   Acquisitions and Dispositions
 
Acquisition of Predecessor
 
On May 5, 2006, a subsidiary of Radio Holdings acquired the stock of the Predecessor with only radio assets remaining, for approximately $1.2 billion. This acquisition gave Radio Holdings station platforms in 7 of the top 50 radio markets in the country. Subsequent to the acquisition, Radio Holdings allocated the


F-24

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

purchase price to the tangible and intangible assets of the Predecessor, according to fair value appraisals performed after the closing. The difference between purchase price and the appraised values assigned to tangible and intangibles assets was recorded as goodwill. This purchase accounting allocation of the acquisition price established the new basis of accounting. Included in intangible assets are FCC licenses and goodwill, neither of which are amortized. Other intangibles consist primarily of pre-sold advertising contracts which were substantially fully amortized by December 31, 2006.
 
The purchase price and the purchase price allocation for the acquisition are summarized below (in thousands):
 
         
Purchase price
  $ 1,207,991  
Acquisition costs
    12,052  
         
Total purchase price consideration
  $ 1,220,043  
Allocated to:
       
Current assets
    (47,776 )
Property, plant & equipment, net
    (44,081 )
Broadcast licenses, non-amortizable
    (795,572 )
Other intangible assets, amortizable
    (37,612 )
Investments & other assets (including assets held for sale of $13,500)
    (17,640 )
Current liabilities and long-term liabilities
    6,294  
Income tax holdback
    5,692  
Deferred income taxes
    260,815  
         
Allocation of excess purchase price
       
over the assets acquired
  $ 550,163  
         
 
The table below reflects unaudited pro forma results of Radio Holdings for the years ended December 31, 2006 and 2005 as if the acquisition and related financing had taken place on January 1. The pro-forma results are not necessarily indicative of the results that would have occurred if the acquisition had been in effect for the periods presented. In addition, the pro-forma results are not intended to be a projection of future results. Radio Holdings results of operations for 2006 include 4 months of the acquired operations of the Predecessor.
 
                 
    (In thousands)  
    2006     2005  
 
Net revenues
  $ 223,109     $ 233,089  
Loss before cumulative effect of change in accounting principle
    (65,205 )     (49,359 )
Net loss
  $ (65,205 )   $ (49,359 )
 
The net loss for 2006 and 2005 includes non-recurring amortization of approximately $16.0 million net of taxes.
 
As indicated above, Radio Holdings acquired the stock of the Predecessor on May 5, 2006. Proceeds for the May 5, 2006 acquisition were derived from bank financing, high yield unsecured notes, and $250 million in sponsor equity. In addition, Radio Holdings obtained $64 million of cash as equity from the asset-based financing, by a third party, of CMP KC, LLC’s radio assets which were three radio stations contributed by Cumulus as part of their equity contribution to CMP. Management consulted the guidelines issued by the SEC staff under Staff Accounting Bulletin 73 and determined the cash from CMP KC, LLC constituted equity in Radio Holdings.


F-25

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
In addition, Radio Holdings recognized approximately $1.5 million in exit activity costs for employee severance, and contract termination costs. In accordance with the guidance set forth in Emerging Issue Task Force 95-3 Recognition of Liabilities in Connection with a purchase business combination Radio Holdings capitalized these costs on the consolidated balance sheet and at December 31, 2006 had paid out approximately $1.0 million.
 
In conjunction with the acquisition, management made the decision to sell the programming assets of a station consisting of: (i) intellectual property rights and goodwill, (ii) rights to music library and (iii) rights to certain other assets for $5.0 million. The transaction was completed on September 20, 2006 and recorded as a reduction of goodwill. Radio Holdings also has recorded in purchase accounting an asset held for sale for $8.5 million, relating primarily to a note receivable from another radio company.
 
Concurrently with the consummation of the acquisition, the parent company of Radio Holdings entered into a management agreement with Cumulus pursuant to which Cumulus’ management manages the operations of CMP’s subsidiaries. The agreement provides for CMP’s subsidiaries to, on a quarterly basis, pay a management fee that is 4% of CMP’s annual EBITDA or $4.0 million, whichever is greater. For the year ended December 31, 2006, Radio Holdings recognized approximately $2.6 million in management fee expense. CMP’s subsidiaries also have an agreement with the equity investors, excluding Cumulus, under which the total of the greater of $1.0 million or 1% of EBITDA is paid to cover ongoing investor expenses. This payment is made quarterly.
 
Acquisitions and Dispositions
 
The Company has entered into an agreement to exchange a station for another company’s oldies station in Cincinnati. The Company anticipates the exchange will be completed during the second quarter of 2007.
 
On November 12, 2004, the Predecessor’s radio subsidiary sold the assets of radio station WABZ-FM, licensed to Albemarle, North Carolina for $11.5 million cash. A $10.2 million gain on the sale was recognized. An additional $0.3 million gain was recognized in 2005 after resolution of a gain contingency.
 
The Predecessor’s radio subsidiary purchased Jesscom Inc.’s (“Jesscom”) sixty percent in 1051FM, LLC for $14.8 million cash. Predecessor’s radio subsidiary then completely owned and operated KCJK-FM, formerly KFME-FM. Existing credit facilities were used to fund the acquisition. Under the terms of a prior joint operating agreement that terminated April 1, 2004, Media sold commercial airtime on the station and Jesscom programmed and operated the station. KCJK-FM is licensed to Garden City, Missouri and serves the Kansas City market.


F-26

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
9.   Intangible Assets
 
Intangible assets of continuing operations are comprised of the following at December 31, (in thousands):
 
                   
    Radio Holdings
 		      Predecessor
 		 
    2006       2005  
Indefinite-lived, at carrying value:
                 
Federal Communications Commission licenses (including KCHZ-FM)
  $ 803,741       $ 344,688  
Goodwill
    550,163         6,456  
                   
Subtotal
    1,353,904         351,144  
                   
Definite-lived Favorable leases
    2,413         3,348  
Other, primarily pre-sold advertising
    35,295         1,278  
                   
      37,708         4,626  
Less accumulated amortization
    (27,188 )       (3,370 )
                   
Subtotal
    10,520         1,256  
                   
    $ 1,364,424       $ 352,400  
                   
 
Changes in the carrying value of the Predecessor’s goodwill and indefinite-lived intangible assets for continuing operations were as follows (in thousands):
 
                 
    Predecessor
 		       
    Federal Communications
 		    Predecessor
 		 
    Commission Licenses     Goodwill  
 
Balance January 1, 2005
  $ 340,771     $ 6,456  
Acquisitions
    3,917       —  
                 
Ending Balance December 31, 2005
  $ 344,688     $ 6,456  
                 
 
Favorable leases and pre-sold advertising contracts are amortized using the straight-line method over their respective terms. Total amortization for continuing operations for the periods from May 5, 2006 through December 31, 2006, from January 1, 2006 through May 4, 2006, and the years ended December 31, 2005 and 2004, was approximately $27.2 million, $0.2 million, $0.2 million, and $0.5 million, respectively.
 
Amortization expense relative to intangible assets, for the periods shown, are estimated to be as follows (in thousands):
 
         
Years ended December 31,
       
2007
  $ 4,094  
2008
    1,717  
2009
    774  
2010
    530  
2011
    466  
Thereafter
    2,939  
         
    $ 10,520  
         
 
In connection with the acquisition of the Predecessor discussed in Note 8, Radio Holdings allocated portions of the purchase price to identifiable intangible assets consisting of (1) broadcast licenses, (2) pre-sold commercial advertising contracts, (3) on-air talent agreements, (4) favorable transmitter site leasehold interests


F-27

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and (5) others. Radio Holdings also recorded a deferred tax liability of $260.8 million for the difference between the fair value of book basis for the assets acquired and their tax basis. In addition to the identifiable intangibles, goodwill has been recorded in the amount by which the purchase price exceeded the fair value of the net assets acquired, including identified intangibles.
 
Radio Holdings accounts for goodwill and intangible assets in accordance with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. The provisions of SFAS No. 142 (i) prohibit the amortization of goodwill and indefinite-lived intangible assets, (ii) require that goodwill and indefinite-lived intangible assets be tested annually for impairment (and in interim periods if certain events occur indicating that the carrying value may be impaired), and (iii) require that reporting units be identified for the purpose of assessing potential future impairments of goodwill.
 
At December 31, 2006, goodwill and intangible assets consist of (in thousands):
 
                 
Goodwill
          $ 550,163  
Intangible assets:
               
Broadcast licenses
            803,741  
Pre-sold commercial advertising contracts
            23,125  
On-air talent agreements
            8,326  
Favorable transmitter site leasehold interests
            2,413  
Other
            3,844  
Less: accumulated amortization
            (27,188 )
                 
Goodwill and intangible assets, net
          $ 1,364,424  
                 
 
Amortization expense related to intangible assets (excluding broadcast licenses) was $27.2 million for the period from May 5, 2006 to December 31, 2006. The majority of amortization expense is related to pre-sold advertising contracts which were fully amortized as of December 31, 2006.
 
10.   Other Current Liabilities
 
Other current liabilities classified as continuing operations are comprised of the following (in thousands):
 
                   
    Radio Holdings
 		      Predecessor
 		 
    2006       2005  
Accrued employee-related costs
  $ 1,887       $ 42,745  
Deferred income
    114         888  
Judgment payable
    —         10,134  
Trade expense payable
    1,171         —  
Other accrued expenses
    8,229         4,614  
                   
    $ 11,401       $ 58,381  
                   
 
The liability pertaining to the summary judgment ordered by the United States District Court for the Northern District of Georgia awarding BCI $10.0 million was not assumed by Radio Holdings, see discussion below for further details.
 
Radio moved WHMA-FM from Anniston, Alabama in 2001 to serve the Atlanta, Georgia metropolitan area based upon a FCC Report and Order. The original purchase agreement provided that if a Final Order was received by May 2003, Media would pay the sellers an additional $10.0 million. A Final Order was not issued by that date. On July 29, 2004, Bridge Capital Investors II (“BCI”) sued Radio for $10.0 million alleging


F-28

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

breach of contract and unjust enrichment in connection with the acquisition of Radio Station WHMA-FM. On January 26, 2005, the United States District Court for the Northern District of Georgia granted summary judgment in favor of BCI against Radio. The summary judgment granted BCI $10.0 million plus interest at 9% per annum from January 22, 2001 and recovery of attorney’s costs. Indefinite-lived intangible assets (FCC licenses) for continuing operations were increased by $10.0 million as of December 31, 2004. On February 22, 2005, Predecessor appealed the judgment. Oral arguments were heard on March 14, 2006 and the grant of summary judgement was affirmed by the appellate court on August 1, 2006. Under the SPC Merger Agreement, we placed into an escrow account at the closing of the Acquisition an amount estimated to be sufficient to cover anticipated losses relating to this litigation matter. On or around August 15, 2006, a satisfaction of judgment, costs, attorneys’ fees and expenses were paid in full out of the escrow agreement with the remaining amount in escrow distributed to the SPC selling stockholders, and satisfaction of judgment was filed with the United States District Court in the Atlanta Division of the Northern District of Georgia on August 16, 2006. Continuing operations for the period from January 1, 2006 through May 4, 2006, and the year ended December 31, 2005 includes $1.2 million and $0.9 million of interest expense, respectively, related to this judgment. As of December 31, 2005, a $10.1 million liability was included in other current liabilities for continuing operations. Accrued interest for continuing operations as of December 31, 2005 included $4.5 million related to this judgment.
 
11.   Predecessor Employee Stock Plan
 
Prior to the acquisition, the Predecessor maintained an Employee Stock Plan (the “Plan”) as described below, all the shares of which were redeemed in conjunction with the acquisition by Radio Holdings. The Plan allowed certain key employees to purchase Susquehanna Radio Corp. Class “B” non-voting common stock at a formula value set by the Plan. With each share purchased, a participant received an immediately-vested option to purchase two additional shares at the same price. Total shares and options offered could not exceed 4,000,000 shares. Options expired ten years and one month after grant date. Options awarded may be subject to settlement in cash. Shares were subject to repurchase by Radio, generally at values determined annually by the Plan agreement. Radio had a right of first refusal to purchase outstanding shares and could require a terminated employee to resell outstanding shares at then current value. An employee who died or became disabled, who retired on or after the age of 60, or who terminated employment at or after age 60 may require Radio to repurchase his/her Plan shares. Participants could require Radio to repurchase Plan shares on a change of control. The Plan’s transaction year was April 1 through March 31. Although Radio could modify, suspend or terminate the Plan at any time, previously offered purchase rights or options were not subject to adverse change.
 
Plan share value was based generally on Radio’s value based upon the Predecessor’s annual independent valuation for ESOP purposes. Share value changed annually on April 1 based on the prior year’s December 31 valuation. The $4.0 million decrease and $5.3 million increase in the value of outstanding Radio Employee Stock Plan shares as of April 1, 2005 and 2004 respectively were recognized as minority interests for continuing operations in the consolidated statement of operations.
 
As of December 31, 2005 the total value of outstanding Plan shares for continuing operations was approximately $36.3 million. The total liability as of December 31, 2005 was included in accrued employee-related costs. The Predecessor redeemed approximately $5.2 million of Plan shares in 2005 from retirees and employees. Approximately $1.9 million of redeemed Plan shares were exchanged for notes payable included in long-term debt for continuing operations. Existing credit facilities were utilized to fund the cash redemptions.


F-29

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
12.   Predecessor Employee Benefits
 
Prior to the acquisition, the Predecessor had two noncontributory qualified defined benefit pension plans as described below, whereby the Plan’s liabilities were distributed to other entities (Trusts) owned by Predecessor’s former shareholders prior to May 4, 2006.
 
Certain full-time employees of the Predecessor were covered by two noncontributory qualified defined benefit pension plans. Benefits under the Plans were based on employees’ years of service and earnings over part or all of their careers through April 30, 1999, when benefit accruals ceased. The ESOP was created as of May 1, 1999. Only the Salaried Plan (“Plan”) covered employees in continuing operations. The Hourly Plan covered only Pfaltzgraff employees and was classified with discontinued operations.
 
A plan curtailment occurred due to a decrease in plan participants resulting from the July 11, 2005 sale of Pfaltzgraff (Note 3). Prior to the curtailment, the discount rate and assumed long-term rate of return on assets were 5.74% and 8.75% respectively. After the curtailment, the discount rate and assumed rate of return on assets was 5.28% and 4.00%, respectively. The Predecessor Board voted on September 22, 2005 to terminate the Plan effective December 31, 2005.
 
As of December 31, 2005, the Plan’s accumulated benefit obligation exceeded Plan assets. Accordingly, an additional minimum pension liability of approximately $15.0 million and an intangible asset of $0.4 million were recognized. An additional minimum pension liability charge (other comprehensive loss) of $14.6 million, net of a $5.6 million tax benefit, was recognized for the year ended December 31, 2005.
 
The funded status of the Plan as of December 31 was as follows (in thousands):
 
         
    2005  
 
Reconciliation of Funded Status
       
Projected Benefit Obligation (PBO)
  $ (40,210 )
Fair value of Plan assets
    37,430  
         
PBO (in excess of) or less than Plan assets
    (2,780 )
Unrecognized prior service cost
    383  
Unrecognized net loss
    14,609  
         
Net amount recognized
  $ 12,212  
         
Amounts Recognized in the Consolidated Balance Sheet
       
Prepaid benefit cost
  $ 12,212  
Accumulated other comprehensive loss
    (14,992 )
         
Net amount recognized
  $ (2,780 )
         
Projected Benefit Obligation
  $ 40,210  
Accumulated Benefit Obligation
    40,210  
Fair Value of Assets
    37,430  


F-30

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net periodic pension cost for the year ended December 31, 2005 was as follows (in thousands):
 
                 
    2005     2004  
 
Net Periodic Pension Cost
               
Service cost
  $ 201     $ 180  
Interest cost
    2,054       2,005  
Expected return on assets
    (2,442 )     (3,303 )
Amortization of prior service cost
    39       44  
Amortization of loss
    534       156  
                 
Net Periodic Pension Cost
    386       (918 )
Curtailment Charge
    109       —  
                 
Total
  $ 495     $ (918 )
                 
Other Comprehensive Loss
               
Change in intangible asset
  $ (383 )   $ —  
Additional minimum pension liability
    14,992       —  
                 
Total
  $ 14,609     $ —  
                 
 
Changes in the Plan’s projected benefit obligation and fair value of assets for the year ended December 31, 2005 was as follows (in thousands):
 
         
    2005  
 
Reconciliation of Changes in Benefit Obligation
       
Projected benefit obligation, beginning of year
  $ 36,226  
Service cost
    —  
Interest cost
    2,054  
Actuarial losses
    3,701  
Benefits paid
    (1,771 )
         
Projected benefit obligation, end of year
  $ 40,210  
         
Reconciliation of Changes in Fair Value of Assets
       
Fair value of assets, beginning of year
  $ 38,701  
Actual Return on Plan Assets
    500  
Contributions by the Employer
    —  
Benefits Paid
    (1,771 )
         
Fair Value of Assets, end of year
  $ 37,430  
         
 
The Plan’s liabilities were distributed to other entities (Trusts) owned by the Predecessor’s former shareholders prior to May 4, 2006.
 
The Predecessor’s funding policy was to make contributions as required by various regulations, not to exceed the maximum amounts deductible for federal income tax purposes. No contributions were made in 2005 or 2004. A contribution of approximately $4.0 million was made in the first quarter of in 2006. Plan assets are held by independent trustees.
 


F-31

Table of Contents

CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                 
Actuarial Assumptions Used to Determine Plan
 		           
Benefit Obligations as of December 31,               
  2005     2004  
 
Discount rate
    5.28 %     5.74 %
Compensation increases
    N/A       N/A  
Measurement Date
    12/31/2005       12/31/2004  
Expected long-term return on assets
    4.00 %     8.75 %
                 
Actuarial Assumptions Used to Determine
Net Periodic Benefit Cost for Years Ended December 31, 		               
Discount rate
    5.74 %     6.10 %
Compensation increases
    N/A       N/A  
Expected long-term return on assets
    4.00 %     8.75 %

 
The discount rate as of December 31, 2005 reflected the expected cost of annuities to settle the Plan.
 
The Predecessor historically employed a building block approach in determining the long-term rate of return for plan assets. Historical markets were studied and long-term historical relationships between equities and fixed-income are preserved consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors such as inflation and interest rates were evaluated before long-term capital market assumptions were determined. The long-term portfolio return was established via building block approach with proper consideration of diversification and rebalancing. Peer data and historical returns were reviewed to check for reasonability and appropriateness.
 
Net Plan assets available as of December 31, 2005 were (in thousands)
 
         
    2005  
 
Cash and Money Market
  $ 37,084  
Other
    346  
         
Total
  $ 37,430  
         
 
The Predecessor also sponsored a defined contribution (401k) plan, which covered all full-time employees. The Predecessor matched 75% of the first 2% of a participant’s eligible compensation. The Predecessor’s continuing operations contributed approximately $0.8 million to this plan for each of the years ended December 31, 2005 and 2004, respectively.
 
13.   Predecessor’s Employee Stock Ownership Plan and Class “A” Nonvoting Common Stock
 
The Predecessor had an Employee Stock Ownership Plan (“ESOP”) as described below, which was disbanded and all outstanding shares were purchased in the CMP merger transaction on May 5, 2006.
 
In 2004, substantially all full-time employees participated in the Susquehanna Pfaltzgraff Co. ESOP. Effective January 1, 2005, only Media and Corporate employees participated in the ESOP.
 
The Predecessor accounted for the ESOP in accordance with the American Institute of Certified Public Accountants Statement of Position 93-6 “Employer’s Accounting for Employee Stock Ownership Plans” (SOP 93-6”). ESOP shares were released annually to participant accounts at their fair value for dividends and for current compensation. Shares released for dividends on allocated shares were recorded as dividends. Shares released for compensation were distributed based on participants’ eligible compensation and their businesses’ operating results. Shares released for compensation were charged to expense in the statement of operations.
 
The ESOP borrowed $175.3 million at 6% from the Predecessor in 1999 and $14.6 million at 61/2% from the Predecessor in 2001. Both notes were due in 2018 and were payable in equal installments of principal and interest annually on December 30.

F-32

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Remaining unallocated ESOP shares were scheduled for release in fourteen annual installments of 353,432 shares through 2018. Allocated shares were subject to required repurchase by the Predecessor at their fair market value. There were 1,968,413 allocated shares in the ESOP trust as of December 31, 2005. Total compensation expense recognized for both continuing operations and discontinued operations for 2005 and 2004 was $14.0 million and $15.3 million, respectively. The total value of allocated shares subject to mandatory repurchase by the Predecessor as of December 31, 2005 was $85.0 million. General and administrative expenses for continuing operations includes ESOP expense of $10.0 million and $9.0 million for the years ended December 31, 2005 and 2004, respectively.
 
Terminated participants could require the Predecessor to repurchase ESOP shares at fair value. During 2005, the Predecessor repurchased and retired 140,611 ESOP shares at a cost of $6.5 million. Regular common dividends declared for the year ended December 31, 2005 were $0.04 per share. ESOP common shares received an additional $1.04 special dividend per share in 2005. ESOP shares were entitled to annual special dividends through 2008.
 
The fair value of unearned ESOP shares as of December 31, 2005 was $198.5 million.
 
The Predecessor’s Class “A” common non-voting shares were subject to mandatory repurchase by the Predecessor. Shares are subject to repurchase generally at values determined annually by the plan agreement. The Predecessor had a right of first refusal to purchase outstanding shares and could require a terminated employee to resell outstanding shares at the current formula value. An employee who died or became disabled, who retired on or after the age of 60, or who terminated employment at or after age 60 could require the Predecessor to repurchase outstanding shares. Redemption of shares may be required on a change of control. The plan’s transaction year is April 1 through March 31. Although the Predecessor may modify, suspend, or terminate the plan at any time, previously offered purchase rights or options were not subject to change. In 2005, Media’s former president retired and redeemed 82,654 Class “A” common shares for $3.7 million. There were no options outstanding as of December 31, 2005. As of December 31, 2005, issued and outstanding Class “A” nonvoting shares had a fair value of $86.8 million.
 
The number of common shares issued and outstanding for the Predecessor as of December 31, 2005 were:
 
         
    2005  
 
Voting common stock
    18,195,185  
Class “A” non voting common stock
    2,047,932  
ESOP voting common stock
    6,564,448  
 
14.   Lease Commitments
 
Total operating lease expense for continuing operations was $3.8 million, $1.8 million, $5.3 million and $5.1 million for the period from May 5, 2006 through December 31, 2006, the period from January 1, 2006


F-33

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

through May 4, 2006, the years ended December 31, 2005 and 2004, respectively. Annual aggregate minimum rental commitments under non-cancelable operating leases as are as follows (in thousands):
 
         
Year Ending December 31,
       
2007
  $ 4,753  
2008
    4,879  
2009
    4,456  
2010
    4,328  
2011
    3,290  
Thereafter
    14,223  
 
15.   Commitments and Contingencies
 
Radio Holdings is a defendant from time to time in various lawsuits, which are generally incidental to its business. Radio Holdings is vigorously contesting all matters and believes that their ultimate resolution will not have a material adverse effect on its condensed consolidated financial position, results of operations or cash flow. Radio Holdings is not a party to any lawsuit or proceeding, which, in our opinion, is likely to have a material adverse effect on the Company’s consolidated financial statements.
 
Radio Holdings is a limited partner in San Francisco Baseball Associates L.P. On June 7, 2004, the Predecessor renewed its broadcast rights to broadcast San Francisco Giants games for the 2005 through 2009 baseball seasons. Required rights fees range from $7.6 million in 2005 to $8.7 million in 2009. The Company concurrently invested an additional $1.5 million in the partnership that owns the Giants. The Company expensed rights payments of $8.0 million, $7.6 million and $6.0 million during the 2006, 2005 and 2004 baseball seasons.
 
Radio Holdings has the broadcast rights for the Kansas City Chiefs NFL franchise through the 2009 football season. The contract requires minimum rights payments of $2.8 million, $2.9 million, and $3.0 million for the 2007, 2008 and 2009 football seasons, respectively.
 
The radio broadcast industry’s principal ratings service is Arbitron, which publishes periodic ratings surveys for domestic radio markets. Radio Holdings has a five-year agreement with Arbitron under which we receive programming ratings materials in a majority of our markets. Radio Holdings remaining obligation under the agreement with Arbitron totals approximately $12.4 million as of December 31, 2006 and will be paid in accordance with the agreement through March 2010.
 
The contract with Katz contains termination provisions which, if exercised by Radio Holdings during the term of the contract, would obligate Radio Holdings to pay a termination fee to Katz, calculated based upon a formula set forth in the contract.
 
16.   Segment Information for Continuing Operations
 
After the acquisition Radio Holdings’ new management has identified one segment, which is consistent with the new management of the business and its internal reporting structure.
 
Prior to the acquisition, the Predecessor continuing operations were comprised of two segments, Radio and Other. Radio includes all radio broadcasting operations and corporate general and administrative costs allocated to Radio based on management’s best estimates of percentage of effort expended on radio-related tasks or incremental costs incurred, whichever is deemed most appropriate in the circumstances. Other represents corporate general and administrative activities classified as continuing operations. The business


F-34

Table of Contents

 
CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (“Predecessor”)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

segments were consistent with the Predecessor’s management of its businesses and its internal financial reporting structure. Consolidated revenues are Radio revenues. Segment information for the year ended December 31, 2004 has been reclassified for comparability with 2005.
 
Segment information for the Predecessor’s continuing operations follows (in thousands):
 
                         
    Radio     Other     Total  
 
For the Year Ended December 31, 2005
                       
Operating income (loss)
  $ 60,230     $ (13,294 )   $ 46,936  
Interest expense
    4,142       12,999       17,141  
Depreciation and amortization
    6,165       1,236       7,401  
Income (loss) before income taxes and minority interests
    56,387       (26,292 )     30,095  
Identifiable assets
    447,463       46,400       493,863  
Capital expenditures
    6,944       294       7,238  
For the Year Ended December 31, 2004
                       
Operating income (loss)
  $ 64,022     $ (8,628 )   $ 55,394  
Interest expense
    7,975       11,866       19,841  
Depreciation and amortization
    6,605       1,154       7,759  
Income (loss) before income taxes and minority interests
    64,379       (21,438 )     42,941  
Identifiable assets
    441,206       43,816       485,022  
Capital expenditures
    6,772       1,048       7,820  
 
17.   Guarantor and Non Guarantor Financial Information
 
In connection with the sale of our $250 million 9.875% senior subordinated notes due 2014, all except one of our wholly-owned subsidiaries (the “Guarantor Companies”) jointly, severally and unconditionally guaranteed the payment obligations under the senior subordinated notes. The following supplemental financial information sets forth on a consolidating basis the balance sheet, statement of operations and cash flow information for Radio Holdings, for the Guarantor Companies and for Radio Holdings’ other subsidiary (“Non-guarantor Company”).
 
The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in annual financial statements, although we believe that the disclosures made are adequate to make the information presented not misleading. The principal eliminating entries eliminate investments in subsidiaries and intercompany balances; there are no intercompany revenues and expenses. Allocation of the income taxes was made on a basis of specific income / (loss) by guarantor and non-guarantor companies.


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CMP Susquehanna Radio Holdings Corp.
Supplemental Condensed Consolidating Balance Sheet
As of December 31, 2006
 
                                         
    (In thousands)
 
    Parent
 		    Guarantor
 		    Non-guarantor
 		             
    Company     Companies     Company     Eliminations     Consolidated  
 
ASSETS
CURRENT ASSETS
                                       
Cash and cash equivalents
  $ —     $ 7,898     $ (49 )   $ —     $ 7,848  
Accounts receivable, net
    —       49,041       1,289       —       50,329  
Deferred income taxes & prepaids
    —       4,115       (474 )     —       3,641  
Intercompany receivable
    —       180,374       248       (180,622 )     —  
                                         
Total Current Assets
    —       241,427       1,013       (180,622 )     61,818  
PROPERTY, PLANT AND EQUIPMENT, AT COST
                                       
Property and equipment, net
    —       40,851       538       —       41,389  
Goodwill and intangible assets, net
    —       1,356,251       8,173       —       1,364,424  
Receivable from CMP
    —       —       —       —       —  
Other assets
    —       36,230       —       —       36,230  
Intercompany investment
    290,740       —       —       (290,740 )     —  
                                         
TOTAL ASSETS
  $ 290,740     $ 1,674,759     $ 9,724     $ (471,362 )   $ 1,503,861  
                                         
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                                         
                                         
                                         
CURRENT LIABILITIES
                                       
Accounts payable
  $ —     $ 2,023     $ —     $ —     $ 2,023  
Current portion of long-term debt
    —       7,000       —       —       7,000  
Other current liabilities
    —       20,136       57       —       20,193  
Intercompany payable
    —       180,374       248       (180,622 )     —  
                                         
Total Current Liabilities
    —       209,533       305       (180,622 )     29,216  
LONG-TERM DEBT
    —       924,500       —       —       924,500  
PAYABLE TO AFFILIATE, CMP KC LLC
    —       —       —       —       —  
PAYABLE TO PARENT CO
    —       —       —       —       —  
OTHER LIABILITIES
    —       8,598       91       —       8,689  
DEFERRED INCOME TAXES
    —       250,625       91       —       250,716  
                                         
TOTAL LIABILITIES
    —       1,393,256       487       (180,622 )     1,213,121  
STOCKHOLDERS’ EQUITY
                                       
Common stock
                    —       —       —  
Additional paid-in capital
    309,161       299,928       9,233       (309,161 )     309,161  
Retained earnings/(Accumulated deficit)
    (18,603 )     (18,607 )     3       18,604       (18,603 )
Accumulated other comprehensive loss
    182       182       —       (182 )     182  
                                         
Total Stockholders’ Equity
    290,740       281,503       9,237       (290,740 )     290,740  
                                         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 290,740     $ 1,674,759     $ 9,724     $ (471,362 )   $ 1,503,861  
                                         


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CMP Susquehanna Radio Holdings Corp.
Supplemental Condensed Consolidating Statement of Operations
For the period from May 5, 2006 (date of inception) to December 31, 2006
 
                                         
    (In thousands)
 
    Parent
 		    Guarantor
 		    Non-guarantor
 		             
    Company     Companies     Company     Eliminations     Consolidated  
 
Net revenues
  $ —     $ 155,607     $ 1,097     $ —     $ 156,704  
Operating expenses:
                                       
Station operating expenses, excluding depreciation and amortization
    —       91,870       790       —       92,660  
Corporate general and administrative
    —       4,106       —       —       4,106  
Depreciation and amortization
    —       30,798       165       —       30,963  
                                         
Total operating expenses
    —       126,774       955       —       127,729  
                                         
Operating income
    —       28,833       142       —       28,975  
                                         
Non-operating income (expense):
                                       
Interest expense, net
    —       (54,061 )     —               (54,061 )
Other income (expense), net
    (18,603 )     (1,667 )     (35 )     18,603       (1,702 )
                                         
Total non-operating expenses, net
    (18,603 )     (55,728 )     (35 )     18,603       (55,763 )
                                         
Income before income taxes
    (18,603 )     (26,895 )     107       18,603       (26,788 )
                                         
Income tax benefit (expense)
    —       8,276       (91 )     —       8,185  
                                         
Net income (loss)
  $ (18,603 )   $ (18,619 )   $ 16     $ 18,603     $ (18,603 )
                                         


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CMP Susquehanna Radio Holdings Corp.
Supplemental Condensed Consolidating Statement of Cash Flows
For the period from May 5, 2006 (date of inception) to December 31, 2006
 
                                         
    (In thousands)
 
    Parent
 		    Guarantor
 		    Non-guarantor
 		             
    Company     Companies     Company     Eliminations     Consolidated  
 
Net cash provided by operating activities
  $ —     $ 22,705     $ (49 )   $ —     $ 22,656  
                                         
Cash flows from investing activities:
                                    —  
Investment in subsidiary
    (299,928 )     —       —       299,928       —  
Acquisitions
    —       (1,220,043 )     —       —       (1,220,043 )
Acquisition costs
    —       —       —       —       —  
Loans to affiliates
    —       —       —       —       —  
Capital expenditures
    —       (472 )     —       —       (472 )
                                         
Net cash used in investing activities
    (299,928 )     (1,220,515 )     —       299,928       (1,220,515 )
                                         
Cash flows from financing activities:
                                       
Proceeds from bank credit facility
    —       700,000       —       —       700,000  
Proceeds from senior subordinated notes
    —       250,000       —       —       250,000  
Repayments of borrowings from credit facility
    —       (18,500 )     —       —       (18,500 )
Proceeds from affiliate borrowings
    —       —       —       —       —  
Payments for debt issuance costs
    —       (25,721 )     —       —       (25,721 )
Proceeds from contributed capital
    299,928       299,928       —       (299,928 )     299,928  
                                         
Net cash provided by (used in) financing activities
    299,928       1,205,707       —       (299,928 )     1,205,707  
                                         
Net increase (decrease) in cash and cash equivalents
    —       7,898       (49 )     —       7,848  
Cash and cash equivalents, beginning of period
    —       —       —       —       —  
                                         
Cash and cash equivalents, end of period
  $ —     $ 7,898     $ (49 )   $ —     $ 7,848  
                                         


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CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (“Radio Holdings”)
 
(Dollars in thousands)
 
(Unaudited)
 
                 
    Radio Holdings  
    March 31,
 		    December 31,
 		 
    2007     2006  
 
ASSETS
CURRENT ASSETS
               
Cash and cash equivalents
  $ 2,762     $ 7,848  
Accounts receivable, less allowance for doubtful accounts of $2,012 in 2007 and $1,509 in 2006
    41,211       50,329  
Deferred income taxes
    4,460       927  
Prepaid expenses and other current assets
    7,092       2,714  
                 
Total Current Assets
    55,525       61,818  
                 
Property, plant and equipment, net
    40,144       41,389  
Intangible assets, net (including goodwill of $550,163 in 2007 and $550,163 in 2006)
    1,363,014       1,364,424  
Other assets
    34,935       36,230  
                 
Total assets
  $ 1,493,618     $ 1,503,861  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
               
Accounts payable
  $ 1,310     $ 2,023  
Current portion of long-term debt
    7,000       7,000  
Accrued interest
    12,340       6,437  
Accrued income taxes
    510       2,355  
Other current liabilities
    9,749       11,401  
                 
Total Current Liabilities
    30,909       29,216  
                 
Long-term debt
    912,750       924,500  
Other liabilities
    9,220       8,689  
Deferred income taxes
    252,393       250,716  
                 
Total liabilities
    1,205,272       1,213,121  
STOCKHOLDERS’ EQUITY:
               
Common Stock — Voting $.01 par value, authorized 1,000 shares and issued 100 shares
    —       —  
Additional paid-in capital
    309,161       309,161  
Retained earnings/(Accumulated deficit)
    (20,927 )     (18,603 )
Accumulated other comprehensive income
    112       182  
                 
Total Stockholders’ Equity
    288,346       290,740  
                 
Total Liabilities and Stockholders’ Equity
  $ 1,493,618     $ 1,503,861  
                 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.


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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
 
                   
    Radio Holdings
 		      Predecessor
 		 
    Three Months
 		      Three Months
 		 
    Ended March 31,
 		      Ended March 31,
 		 
    2007       2006  
Net revenues
  $ 46,667       $ 49,211  
Operating expenses:
                 
Station operating expense excluding depreciation amortization
    26,813         31,771  
Corporate general and administrative expenses
    1,683         6,254  
Depreciation and amortization
    2,834         1,790  
                   
Total operating expenses
    31,330         39,815  
                   
Operating income from continuing operations
    15,337         9,396  
Non-operating income (expense) from continuing operations:
                 
Interest expense, net
    (19,508 )       (4,466 )
Loss on early extinguishment of debt
    —         (6,492 )
Other income (expense)
    (9 )       225  
                   
Loss from continuing operations before income taxes and minority interest
    (4,180 )       (1,337 )
Provision (benefit) for income taxes
    (1,856 )       109  
Minority interest income (expense)
    —         (471 )
                   
Loss from continuing operations
    (2,324 )       (1,917 )
                   
Discontinued operations:
                 
Gain from operations of discontinued operations
    —         3,922  
Provision for income taxes
    —         1,725  
Minority interest income
    —         37  
                   
Gain on discontinued operations
    —         2,234  
                   
Net income (loss)
  $ (2,324 )     $ 317  
                   
 
                 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.


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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
                   
    Radio Holdings
 		      Predecessor
 		 
    March 31,
 		      March 31,
 		 
    2007       2006  
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net income (loss)
  $ (2,324 )     $ 317  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
                 
Depreciation and amortization
    2,834         2,013  
Loss (gain) on sale of properties
    —         472  
Deferred income taxes
    (1,856 )       (15,975 )
Minority interests
    —         434  
Loss on equity investments
    —         188  
Deferred financing amortization
    1,225         183  
Changes in assets and liabilities:
                 
Decrease (increase) in accounts receivable, net
    9,118         8,927  
Decrease (increase) in other assets
    (4,377 )       (2,828 )
Increase (decrease) in accounts payable and accrued expenses
    3,539         (4,362 )
Increase (decrease) in prepaid and accrued income taxes
    (1,845 )       18,675  
Increase (decrease) in other liabilities
    529         (149 )
Increase (decrease) in other current liabilities
    —         (3,460 )
                   
Net cash provided by operating activities
    6,843         4,435  
CASH FLOWS FROM INVESTING ACTIVITIES
                 
Purchase of property, plant and equipment, net
    (179 )       (6,098 )
Intangible assets, investments and other assets
    —         (1,872 )
                   
Net cash used in investing activities
    (179 )       (7,970 )
CASH FLOWS FROM FINANCING ACTIVITIES
                 
Net increase in revolving credit borrowings
    —         156,301  
Construction loan repayments
    —         (209 )
Repayment of long-term debt
    (11,750 )       (152,674 )
Subsidiary common stock transactions
    —         (7,050 )
Payment of dividends
    —         (254 )
                   
Net cash used in financing activities
    (11,750 )       (3,886 )
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (5,086 )       (7,422 )
                   
CASH AND CASH EQUIVALENTS, at beginning of period
    7,848         9,242  
                   
CASH AND CASH EQUIVALENTS, at end of period
  $ 2,762       $ 1,820  
                   
Supplemental disclosures of cash flow information
                 
Interest paid
  $ 12,846       $ 5,768  
Income taxes paid
  $ —       $ —  
 
                 
 
The accompanying notes are an integral part of the condensed consolidated financial statements.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
1.   Interim Financial Data and Basis of Presentation
 
Interim Financial Data
 
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of CMP Susquehanna Radio Holdings Corp. and subsidiaries (“Radio Holdings”) and Susquehanna Pfaltzgraff Co. and subsidiaries (“Predecessor” or “SPC”; and, together with Radio Holdings, the “Company”) and the notes thereto included in the Company’s consolidated audited financial statements for the year ended December 31, 2006 appearing elsewhere in this prospectus. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of results of the interim periods have been made and such adjustments were of a normal and recurring nature. The results of operations and cash flows for the three months ended March 31, 2007 are not necessarily indicative of the results that can be expected for the entire fiscal year ending December 31, 2007.
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, intangible assets, derivative financial instruments, income taxes, restructuring and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
 
Since Predecessor’s stockholders agreed to sell Predecessor’s Radio operations in a stock transaction, Radio and general corporate activities are classified as continuing operations. All other operations are classified as discontinued operations.
 
Radio Holdings is a second-tier subsidiary of Cumulus Media Partners, LLC (“CMP”) and the 100% owner of CMP Susquehanna Corp. (“CMPSC”), which is the principal operating subsidiary of CMP.
 
Financial Statement Presentation
 
The Predecessor’s financial statements have been presented since Radio Holdings did not previously have its own operations. The post-acquisition financial statements of Radio Holdings reflect the new basis of accounting. The principal intangibles arising from the acquisition are broadcast licenses, goodwill and pre-sold advertising contracts. Radio Holdings and Predecessor together are referred to as “Company” or “Companies”. In accordance with SEC guidance, the Predecessor company elected not to prepare the 2006 Statement of Cash Flows on a discontinued operations basis. Therefore, certain items such as depreciation expense and cash will differ from financial statements prepared on a discontinued operations basis.
 
  Recent Accounting Pronouncement
 
FIN 48.  In July 2006, the FASB issued SFAS Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of SFAS Statement No. 109. FIN 48 applies to all “tax positions” accounted for under SFAS 109. FIN 48 refers to “tax positions” as positions taken in a previously filed tax return or positions expected to be taken in a future tax return that are reflected in measuring current or deferred income tax assets and liabilities reported in the financial statements. FIN 48 further clarifies a tax position to include the following:
 
  •  a decision not to file a tax return in a particular jurisdiction for which a return might be required,


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

 
  •  an allocation or a shift of income between taxing jurisdictions,
 
  •  the characterization of income or a decision to exclude reporting taxable income in a tax return, or
 
  •  a decision to classify a transaction, entity, or other position in a tax return as tax exempt.
 
FIN 48 clarifies that a tax benefit may be reflected in the financial statements only if it is “more likely than not” that a company will be able to sustain the tax return position, based on its technical merits. If a tax benefit meets this criterion, it should be measured and recognized based on the largest amount of benefit that is cumulatively greater than 50% likely to be realized. This is a change from prior practice, whereby companies were able to recognize a tax benefit only if it is probable a tax position will be sustained.
 
The Company adopted the provisions of FIN 48 on January 1, 2007. The Company classifies interest and penalties relating to uncertain tax positions in income taxes. The Company files numerous income tax returns at the United States federal jurisdiction and for various state jurisdictions. Radio Holdings is indemnified by Predecessor’s selling stockholders against realized tax uncertainties for periods prior to acquisition (May 5, 2006). Radio Holdings has evaluated its exposure for tax uncertainties considering these indemnities. Consequently, it has recorded no reserve for tax uncertainties as it believes all of its net open positions are “more likely than not” to be sustained based on technical merits. Accordingly, it expects no change in its unrecognized tax benefits for the next 12 months. Due to the presence of net operating losses incurred in recent years, Radio Holdings is subject to examination for prior years. Its liability resulting from any examinations would consider of the indemnities described above.
 
2.   Discontinued Operations of the Predecessor
 
Discontinued operations of the Predecessor include Cable, Pfaltzgraff, SusQtech and Real Estate. Continuing operations include radio broadcasting and certain general corporate overhead.
 
On May 1, 2006, the Predecessor sold the assets of its cable business to Comcast Corporation (“Comcast”) for approximately $772 million cash. Substantially all of the gain from operations of discontinued subsidiaries is attributable to the operations of Cable.
 
Included in the gain from operations of discontinued subsidiaries for the three months ended March 31, 2006 are (in thousands):
 
         
Revenues from discontinued operations
  $ 53,221  
         
Interest expense, net
  $ 4,738  
         
 
3.   Long-term Debt
 
The Company’s long-term debt consisted of the following at March 31, 2007 and December 31, 2006 included (in thousands):
 
                 
    Radio Holdings  
    March 31,
 		    December 31,
 		 
    2007     2006  
 
Debt classified as continuing operations:
               
9.875% Senior subordinated notes
    250,000       250,000  
Term loan
    669,750       681,500  
                 
Total
    919,750       931,500  
Less amounts payable within one year
    7,000       7,000  
                 
      912,750       924,500  
                 
 
As of March 31, 2007, there were no outstanding amounts under the revolving credit facility. The revolving loan rate is variable based on the levels of leverage, and range from 1.75% to 2.25% above LIBOR


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

and from 0.75% to 1.25% above the alternate base rate. The spreads for the term loan are 2% above LIBOR (5.4% at March 31, 2007) or 1% above the alternate base rate. At March 31, 2007, CMPSC’s effective interest rate, excluding the interest rate swap discussed below, on the loan amounts outstanding under CMPSC’s credit facilities was 7.4%. In August, 2006 CMPSC entered into an interest rate swap agreement that effectively fixed the interest rate, based on LIBOR, on $225.0 million of floating rate bank borrowings for a one year period. As a result, including the fixed component of the swap at March 31, 2007, CMPSC’s effective interest rate on the loan amounts outstanding under CMPSC’s credit facilities was 7.56%.
 
CMPSC’s obligations under the credit facility are collateralized by substantially all of its assets in which a security interest may lawfully be granted (including FCC licenses held by its subsidiaries), including, without limitation, intellectual property and all of the capital stock of Radio Holdings’ direct and indirect domestic subsidiaries. In addition, CMPSC’s obligations under the credit facility are guaranteed by its subsidiaries.
 
The term loan has a repayment schedule which requires quarterly principal payments of 0.25% of the original loan which began on September 30, 2006. The term loan also has required payments based on the excess cash flow as defined in the agreement. The unpaid balance of the term loan is due May, 2013 and the revolving loan is due May, 2012.
 
The senior subordinated notes have a rate of 9.875% and mature in May, 2014. Pursuant to the registration rights agreement entered into with respect to the senior subordinated notes at the time of original issuance, because CMPSC did not consummate a registered exchange offer for such notes within 360 days after their issue date, commencing May 1, 2007 additional interest began to accrue at a rate of 0.25% per annum, subject to certain additional upward adjustments until the exchange offer is consummated. Upon completion of the exchange offer, any such additional interest shall cease to accrue.
 
The senior subordinated notes are unsecured and the bank term loan is secured by a blanket lien over all assets of Radio Holdings. Under the bank credit agreement, there are a number of standard financial covenants that restrict CMPSC’s ability to incur additional indebtedness, pay dividends, sell off pledged assets and make capital expenditures. CMPSC’s long-term debt is subject to various covenants, restrictions and other requirements. The terms of the bank credit agreement, and the indenture governing the notes, require that the Company deliver audited financial statements accompanied by an unqualified opinion of its independent registered public accounting firm by certain specified dates. Because the Company did not deliver the required information within the required dates, CMPSC technically was not in compliance with the bank credit agreement and the indenture governing the notes. Under the bank credit agreement and the indenture, the non-compliance would not have constituted an event of default until the giving of notice and expiration of the applicable cure period. The Company will cure any non-compliance under those agreements with the filing with the Securities and Exchange Commission of Radio Holdings’ audited consolidated financial statements for 2006 and the accompanying report of its independent registered public accounting firm at December 31, 2006.
 
4.   Derivative Financial Instruments
 
The Company accounts for derivative financial instruments in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. This standard requires the Company to recognize all derivatives on the balance sheet at fair value. Derivative value changes are recorded in income for any contracts not classified as qualifying hedging instruments. For derivatives qualifying as cash flow hedge instruments, the effective portion of the derivative fair value change must be recorded through Accumulated Other Comprehensive Income (“AOCI”), a component of stockholders’ equity. The Company uses derivative financial instruments solely to limit interest rate exposure and none are used for trading purposes.
 
Radio Holdings entered into an interest rate swap arrangement in August, 2006, to manage fluctuations in cash flows resulting from interest rate risk attributable to changes in the benchmark interest rate of LIBOR. The transaction has an effective date of November 9, 2006 and locks in the future interest expense at 5.2% for the first $225.0 million of bank borrowings through November 9, 2007. The transaction is accounted for as a qualifying cash flow hedge of the future variable rate interest payments in accordance with SFAS No. 133. As


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

of March 31, 2007 and December 31, 2006, the fair value of the derivative was $0.1 million and $0.2 million, respectively.
 
The fair value of the August 2006 Swap is determined periodically by obtaining quotations from the financial institution that is the counterparty to the swap arrangement. The fair value represents an estimate of the net amount that Radio Holdings would receive if the agreement was transferred to another party or cancelled as of the date of the valuation. Changes in the fair value of the August 2006 Swap are reported in AOCI.
 
During the three months ended March 31, 2006, the Predecessor was party to swaps with notional values totaling $50 million, expiring in 2007. The Predecessor was also party to a 2.5% interest floor with a $50 million notional value. The Predecessor did not elect hedge accounting for these instruments. On February 1, 2006, the Predecessor settled its interest swap and floor at a gain of $0.6 million.
 
5.   Contingencies
 
The Company is a defendant from time to time in various lawsuits, which are generally incidental to its business. Radio Holdings is vigorously contesting all matters and believes that their ultimate resolution will not have a material adverse effect on its condensed consolidated financial position, results of operations or cash flow. Radio Holdings is not a party to any lawsuit or proceeding, which, in our opinion, is likely to have a material adverse effect on the Company’s consolidated financial statements.
 
The Company’s national advertising sales agency contract with Katz Media Group, Inc. (“Katz”) contains termination provisions which, if exercised by Radio Holdings during the term of the contract, would obligate Radio Holdings to pay a termination fee to Katz, calculated based upon a formula set forth in the contract.
 
6.   Related Party
 
Concurrent with the consummation of the acquisition, CMP Susquehanna Holdings Corp., the parent company of Radio Holdings (“Holdings”), entered into a management agreement with Cumulus Media Inc. (“Cumulus”) to manage the operations of CMP’s subsidiaries. The agreement provides for Holdings to pay a management fee that is expected to be approximately 4% of Holdings’ and its subsidiaries’ annual EBITDA or $4.0 million, whichever is greater. In addition, Holdings also pays an investor fee of $1.0 million or 1% of EBITDA to cover ongoing investor expenses.
 
7.   Guarantor and Non Guarantor Financial Information
 
In connection with the sale of our $250 million 9.875% senior subordinated notes due 2014, all except one of our wholly-owned subsidiaries (the “Guarantor Companies”) jointly, severally and unconditionally guaranteed the payment obligations under the senior subordinated notes. The following supplemental financial information sets forth on a consolidating basis the balance sheet, statement of operations and cash flow information for Radio Holdings, for the Guarantor Companies and for Radio Holdings’ other subsidiary (“Non-guarantor Company”).
 
The supplemental condensed consolidating financial information has been prepared pursuant to the rules and regulations for condensed financial information and does not include all disclosures included in interim financial statements, although we believe that the disclosures made are adequate to make the information presented not misleading. The principal eliminating entries eliminate investments in subsidiaries and intercompany balances; there are no intercompany revenues and expenses. Allocation of the income taxes was made on a basis of specific income/ (loss) by guarantor and non-guarantor companies.


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
 
                                         
    (In thousands)
 
    Parent
 		    Guarantor
 		    Non-guarantor
 		             
    Company     Companies     Company     Eliminations     Consolidated  
 
ASSETS
CURRENT ASSETS
                                       
Cash and cash equivalents
  $ —     $ 3,001     $ (239 )   $ —     $ 2,762  
Accounts receivable, net
    —       40,755       456       —       41,211  
Deferred income taxes & prepaids
    —       10,598       1,111       (157 )     11,552  
Intercompany receivable
    —       266,439       312       (266,751 )     —  
                                         
Total Current Assets
    —       320,793       1,641       (266,909 )     55,525  
PROPERTY, PLANT AND EQUIPMENT, AT COST
                                       
Property and equipment, net
    —       39,643       501       —       40,144  
Goodwill and intangible assets, net
    —       1,354,844       8,170       —       1,363,014  
Receivable from CMP
    —       —       —       —       —  
Other assets
    —       34,935       —       —       34,935  
Intercompany investment
    288,346       —       —       (288,346 )     —  
                                         
    $ 288,346     $ 1,750,215     $ 10,312     $ (555,255 )   $ 1,493,618  
                                         
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
                                       
Accounts payable
    —       1,310       —       —       1,310  
Current portion of long-term debt
    —       7,000       —       —       7,000  
Other current liabilities
    —       22,508       91       —       22,599  
Intercompany payable
    —       266,145       763       (266,909 )     —  
                                         
Total Current Liabilities
    —       296,964       854       (266,909 )     30,909  
LONG-TERM DEBT
    —       912,750       —       —       912,750  
PAYABLE TO AFFILIATE, CMP KC LLC
    —       —       —       —       —  
PAYABLE TO PARENT CO
    —       —       —       —       —  
OTHER LIABILITIES
    —       9,128       92       —       9,220  
DEFERRED INCOME TAXES
    —       252,268       125       —       252,393  
                                         
Total Liabilities
    —       1,471,109       1,071       (266,909 )     1,205,272  
STOCKHOLDERS’ EQUITY
                                       
Common stock
            —       —               —  
Additional paid-in capital
    309,161       299,928       9,233       (309,161 )     309,161  
Retained earnings/(Accumulated deficit)
    (20,927 )     (20,935 )     8       20,927       (20,927 )
Accumulated other comprehensive income
    112       112       —       (112 )     112  
                                         
Total Stockholders’ Equity
    288,346       279,105       9,241       (288,346 )     288,346  
                                         
Total Liabilities and Stockholders’ Equity
  $ 288,346     $ 1,750,215     $ 10,312     $ (555,255 )   $ 1,493,618  
                                         


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
 

                                         
    (In thousands)
 
    Parent
 		    Guarantor
 		    Non-guarantor
 		             
    Company     Companies     Company     Eliminations     Consolidated  
 
Net Revenues
  $ —     $ 46,126     $ 541     $ —     $ 46,667  
Operating Expenses:
                                       
Station operating expenses, excluding depreciation and amortization
    —       26,553     $ 260       —       26,813  
Corporate general and administrative
    —       1,683     $ —       —       1,683  
Depreciation and amortization
    —       2,794     $ 40       —       2,834  
                                         
Total operating expenses
    —       31,030       300       —       31,330  
                                         
Operating income
    —       15,096       241       —       15,337  
                                         
Non-operating income (expense):
                                       
Interest expense, net
    —       (19,508 )     —               (19,508 )
Other income (expense), net
    (2,324 )     (9 )     —       2,324       (9 )
                                         
Total non-operating expenses, net
    (2,324 )     (19,517 )     —       2,324       (19,517 )
                                         
Income before income taxes
    (2,324 )     (4,421 )     241       2,324       (4,180 )
                                         
Income tax benefit (expense)
    —       2,093       (237 )     —       1,856  
                                         
Net income (loss)
  $ (2,324 )   $ (2,328 )   $ 4     $ 2,324     $ (2,324 )
                                         


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)
 

                                         
    (In thousands)
 
    Parent
 		    Guarantor
 		    Non-guarantor
 		             
    Company     Companies     Company     Eliminations     Consolidated  
 
Net cash provided by operating activities
  $ —     $ 7,033     $ (189 )           $ 6,843  
Cash flows from investing activities:
                                    —  
Investment in subsidiary
                            —       —  
Acquisitions
            —                       —  
Acquisition costs
                                    —  
Loans to affiliates
                                    —  
Capital expenditures
            (179 )     —               (179 )
                                         
Net cash used in investing activities
    —       (179 )     —       —       (179 )
                                         
Cash flows from financing activities:
                                       
Proceeds from bank credit facility
            —                       —  
Proceeds from senior subordinated notes
            —                       —  
Repayments of borrowings from credit facility
            (11,750 )                     (11,750 )
Proceeds from affiliate borrowings
                    —       —       —  
Payments for debt issuance costs
                                    —  
Proceeds from contributed capital
                                    —  
                                         
Net cash provided by (used in) financing activities
    —       (11,750 )     —       —       (11,750 )
                                         
Net increase (decrease) in cash and cash equivalents
    —       (4,897 )     (189 )     —       (5,086 )
Cash and cash equivalents, beginning of period
    —       7,898       (49 )     —       7,848  
Cash and cash equivalents, end of period
  $ —     $ 3,001     $ (239 )   $ —     $ 2,762  


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Schedule II
 
CMP Susquehanna Radio Holdings Corp.
Financial Statement Schedule
Valuation and Qualifying Accounts
 
 
                                 
    (In thousands)
 
    Balance at
 		    Provision for
 		             
    Beginning of
 		    Doubtful
 		          Balance at
 		 
    Year     Accounts     Write-offs     End of Year  
 
Fiscal Year
                               
2006, May 5 through December 31
                               
Allowance for Doubtful Accounts for Radio Holdings
  $ 578       1,010       (79 )   $ 1,509  
2006, January 1 through May 4
                               
Allowance for Doubtful Accounts for Predecessor
  $ 878       207       (507 )   $ 578  
2005
                               
Allowance for Doubtful Accounts for Predecessor
  $ 1,136       371       (629 )   $ 878  
2004
                               
Allowance for Doubtful Accounts for Predecessor
  $ 1,152       976       (992 )   $ 1,136  


S-1

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PROSPECTUS
 
 
(LOGO)
 
 
Offer to Exchange
 
 
$250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014,
which have been registered under the Securities Act of 1933, for any and all
outstanding 97/8% Senior Subordinated Notes due 2014
 
 
Until the date that is 90 days after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters with respect to their unsold allotments or subscriptions.
 
 
, 2007
 
 

Table of Contents

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 20.  Indemnification of Directors and Officers.
 
(a) CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., CMP KC Corp., Susquehanna Media Co., Susquehanna Pfaltzgraff Co., Bay Area Radio Corp., and KNBR, Inc. are each incorporated under the laws of Delaware.
 
Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
 
Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or (iv) for any transaction from which a director derived an improper personal benefit.
 
In accordance with these provisions, the certificates of incorporation and/or the bylaws of the above-named Delaware corporations each provide for indemnification of any person who is or was a director, officer, employee or agent of the corporation to the full extent permitted by the Delaware law, as amended from time to time.
 
(b) CMP Houston-KC, LLC is a limited liability company organized under the laws of Delaware.
 
Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.
 
The LLC agreement of CMP Houston-KC LLC provides that any members or managers of the company shall not be held liable to the company for any action taken in managing the business or affairs of the company if such duties are performed in a manner that the members or managers believe in good faith to be in the best interests of the company and with such care as an ordinarily prudent person in a like position would exercise under similar circumstances. The members or managers of the company shall not be liable to the company for any loss or damage sustained by the company, except loss or damage resulting from (i) intentional misconduct or knowing violation of law, (ii) a transaction in which the members or managers received a personal benefit in violation or breach of the provisions of the LLC agreement, or (iii) a failure to act in good faith and in a manner reasonably believed to be in the best interests of the company.
 
(c) Radio San Francisco, Inc. is incorporated under the laws of California.
 
Under Section 317 of the California General Corporation Law, a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.


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Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized under Section 317.
 
Neither the articles of incorporation nor the bylaws of Radio San Francisco, Inc. contain provisions indemnifying controlling persons, directors or officers of the company in any manner against liability incurred in their capacity as such.
 
(d) Sunnyside Communications, Inc., Radio Indianapolis, Inc., Indianapolis Radio License Co., and S.C.I. Broadcasting, Inc. are each incorporated under the laws of Indiana.
 
Under Section 23-1-37-8 of the Indiana Business Corporation Law, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (1) the individual’s conduct was in good faith; and (2) the individual reasonably believed: (A) in the case of conduct in the individual’s official capacity with the corporation, that the individual’s conduct was in its best interests; (B) in all other cases, that the individual’s conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the individual either: (a) had reasonable cause to believe the individual’s conduct was lawful; or (b) had no reasonable cause to believe the individual’s conduct was unlawful. A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(B).
 
The bylaws of Sunnyside Communications, Inc. and S.C.I. Broadcasting, Inc., provide for indemnification of current and former directors, officers and employees, and certain others, for reasonable expenses, including attorney’s fees, actually incurred in defense of a suit or proceeding, except in relation to matters which are adjudged in such action that such person is liable for negligence or misconduct in his duties. The bylaws also provide for indemnification for settlement expenses if it is determined by a majority of directors not involved in the matter that it was to the interests of the company for the settlement to be made, and that the person to be indemnified was not guilty of negligence or misconduct.
 
The bylaws of Radio Indianapolis, Inc., provide for indemnification of directors, officers, or employees of the company against acts taken by them in good faith if such persons (i) exercised the same degree of care that a prudent man would have exercised in the circumstances in the conduct of his own affairs, (ii) took or omitted to take such action on advice of counsel for the company or statements made or information furnished by officers or other employees of the company which he had reasonable grounds to believe, or based on a financial statement prepared by an officer or employee of the corporation or certified by a public accountant or an accounting firm, or (iii) in good faith considered the assets to be of their book value or followed what he believed to be sound accounting or business practices. The articles of incorporation of Radio Indianapolis, Inc., provide for indemnification of current and former officers, directors, employees and certain others, against reasonable expenses incurred in the defense of a suit or proceeding, including attorneys’ fees, except in connection with a proceeding in which it is adjudged that such person is liable for negligence of willful misconduct in the performance of his corporate duties. The bylaws also provide for indemnification against settlement expenses if it is determined by a majority of directors not involved in the matter that it was to the interests of the company for the settlement to be made, and that the person to be indemnified was not guilty of negligence or willful misconduct.
 
Neither the articles of incorporation nor the bylaws of Indianapolis Radio License Co. contain provisions indemnifying controlling persons, directors or officers of the company against liability incurred in their capacity as such.
 
(e) WSBA Lico, Inc., WVAE Lico, Inc., WNNX Lico, Inc., Radio Metroplex, Inc., KRBE Broadcasting, Inc., KLIF Broadcasting, Inc., KFFG Lico, Inc., KPLX Lico, Inc., WRRM Lico, Inc., WFMS Lico, Inc., Indy Lico, Inc., KRBE Lico, Inc., KNBR Lico, Inc., and KLIF Lico, Inc. are each incorporated under the laws of Nevada.


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Table of Contents

 
Section 78.7502 of the Nevada Revised Statutes (the “NRS”) permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (except an action by or in the right of the corporation), by reason of being or having been an officer, director, employee or agent of the corporation or serving in certain capacities at the request of the corporation. Indemnification may include attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of being or having been an officer, director, employee or agent of the corporation or serving in certain capacities at the request of the corporation except that indemnification may not be made for any claim, issue or matter as to which such a person has been finally adjudged by a court of competent jurisdiction to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that, in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. In either case, however, to be entitled to indemnification, the person to be indemnified must not be found to have breached his or her fiduciary duties with such breach involving intentional misconduct, fraud or a knowing violation of the law or must have acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
Section 78.7502 of the NRS also provides that to the extent a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any such action, he or she must be indemnified by the corporation against expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense.
 
Section 78.751 of the NRS permits a corporation, in its articles of incorporation, bylaws or other agreements, to provide for the payment of expenses incurred by an officer or director in defending any civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification.
 
Section 78.752 of the NRS permits a corporation to purchase and maintain insurance or make other financial arrangements on behalf of the corporation’s officers, directors, employees or agents, or any persons serving in certain capacities at the request of the corporation, for any liability and expenses incurred by them in their capacities as officers, directors, employees or agents or arising out of their status as such, whether or not the corporation has the authority to indemnify him, her or them against such liability and expenses.
 
The bylaws of each of the above-named Nevada corporations provide for indemnification to the fullest extent authorized by Nevada law, provided that the company will indemnify any person to be indemnified in connection with a proceeding initiated by that person only if such proceeding is authorized by the board of directors of the company. The bylaws provide for the advancement of expenses upon an undertaking by such individual to repay all such expenses if it is determined in a final judicial decision that such person is not entitled to be indemnified for such expenses, as well as for the right of such person to bring suit against the company for the unpaid amount of a claim within a certain time period after a written claim for those expenses has been received by the company.
 
(f) Radio Cincinnati, Inc. is incorporated under the laws of Ohio.
 
The Ohio Revised Code (the “Ohio Code”) authorizes Ohio corporations to indemnify officers and directors from liability if the officer or director acted in good faith and in a manner reasonably believed by the officer or director to be in or not opposed to the best interests of the corporation, and, with respect to any criminal actions, if the officer or director had no reason to believe his action was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made (1) if the person seeking indemnification is adjudged liable for negligence or misconduct, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification, or (2) if liability asserted


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against such person concerns certain unlawful distributions. The indemnification provisions of the Ohio Code require indemnification if a director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding that he or she was a party to by reason of the fact that he or she is or was a director or officer of the corporation. The indemnification authorized under Ohio law is not exclusive and is in addition to any other rights granted to officers and directors under the articles of incorporation or code of regulations of the corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer or director against any liability asserted against such person and incurred by person in his or her capacity, or arising out of the status, as an officer or director, whether or not the corporation would have the power to indemnify him against such liability under the Ohio Code.
 
Neither the articles of incorporation nor the bylaws of Radio Cincinnati, Inc. contain provisions indemnifying controlling persons, directors or officers of the company against liability incurred in their capacity as such.
 
(g) Susquehanna Radio Corp. and Susquehanna Radio Services, Inc. are both incorporated under the laws of Pennsylvania.
 
Sections 1741 and 1742 of the Pennsylvania Business Corporations Law (the “PBCL”) provide that a corporation may indemnify, under specified circumstances, persons who were or are directors, officers or employees of the corporation or who served or serve other business entities at the request of the corporation. Under these provisions, a person who is wholly successful in defending a claim will be indemnified for any reasonable expenses. To the extent a person is not successful in defending a claim, reasonable expenses of the defense and any liability incurred are to be indemnified under these provisions only where independent legal counsel or another disinterested person selected by the board of directors determines that such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation, and in addition with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Any expense incurred with respect to any claim may be advanced by the corporation if the recipient agrees to repay such amount if it is ultimately determined that such recipient is not entitled to be indemnified.
 
Section 1746 of the PBCL provides that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled. Section 1746 also provides for increased indemnification protections for directors, officers and others. Indemnification may be provided by Pennsylvania corporations in any case except where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
 
Section 1747 of the PBCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against that liability under the provisions of the PBCL described above.
 
Section 1713 of the PBCL also sets forth a framework whereby Pennsylvania corporations, with the approval of the shareholders, may limit the personal liability of directors for monetary damages except where the act or omission giving rise to a claim constitutes self-dealing, willful misconduct or recklessness. The section does not apply to a director’s responsibility or liability under a criminal or tax statute and may not apply to liability under Federal statutes, such as the Federal securities laws.
 
The bylaws of Susquehanna Radio Corp. provide for indemnification for current or former directors or officers and certain others against reasonable costs and expenses, including amounts paid in settlement and attorneys’ fees, incurred in connection with any civil, criminal or other action to which such person is made a party, except for those expenses attributable to such portions(s) of the matters involved as to which it is adjudged in such proceeding that such party has been liable for gross negligence or misconduct in the performance of his or her duties.


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The bylaws of Susquehanna Radio Services, Inc., provide for indemnification for current or former directors or officers and certain others to the fullest extent provided by Pennsylvania law.
 
(h) Susquehanna License Co., LLC is a limited liability company organized under the laws of Pennsylvania.
 
Section 8945 of the Pennsylvania Limited Liability Company Law (the “PLLCL”) provides that, subject to such standards and restrictions, if any, as are set forth in the operating agreement, a limited liability company may and shall have the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, except that indemnification shall not be made where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Any such indemnification may be granted for any action taken and may be made whether or not the company would have the power to indemnify the person under any other provision of law except as provided in Section 8945 and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the company.
 
Section 8945 of the PLLCL also provides that expenses incurred by a member, manager or other person in defending any action or proceeding against which indemnification may be made under Section 8945 may be paid by the company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company.
 
In accordance with these provisions, the limited liability company agreement of Susquehanna License Co., LLC provides for indemnification of any manager or member against any claims or demands to the fullest extent of the law, except that no indemnification may be made to such person if a final adjudication adverse to that person establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action or (ii) such person gained personally a financial profit or other advantage to which he or she was not legally entitled. The agreement also provides for advancement of expenses and provides protection regardless of whether such person remains a manager, member, employee or agent of the company.
 
(i) Texas Star Radio, Inc., KPLX Radio, Inc., KLIF Radio, Inc., and KRBE Radio, Inc. are each incorporated under the laws of Texas.
 
Article 2.02-1 of the Texas Business Corporation Act (“TBCA”) permits a Texas corporation to indemnify any present or former director, officer, employee or agent of the corporation against judgments, penalties, fines, settlements and reasonable expenses incurred in connection with a proceeding in which any such person was, is or is threatened to be, made a party by reason of holding such office or position. However, such reimbursement of reasonable expenses is limited to those actually incurred where (a) a person is found liable on the basis that a personal benefit was improperly received or (b) the person is found liable in a derivative suit brought on behalf of the corporation and the person was not liable for willful or intentional misconduct. Under the TBCA, a director or officer must be indemnified in cases in which he is wholly successful on the merits or in the defense of the proceedings. The TBCA authorizes corporations to maintain insurance to cover indemnification expenses on behalf of any person who is or was a director, officer, agent or employee of the corporation or was serving at the request of the corporation, regardless of whether the corporation would have the power to indemnify such person against liability under Article 2.02-1 of the TBCA.
 
The bylaws of KBRE Radio, Inc. provide for indemnification of current and former officers, directors, and certain other persons against reasonable costs and expenses incurred in connection with any suit or proceeding, except expenses attributable to portions of matters as to which it is adjudged that such person is liable for gross negligence or misconduct in the performance of his duties.
 
The bylaws of KPLX Radio, Inc. and KLIF Radio, Inc., indemnify current and former officers and directors, employees, and certain others to the fullest extent authorized by Texas law; provided that the corporation will indemnify any such person in connection with a proceeding initiated by that person only if such proceeding is authorized by the board of directors of the company. The bylaws provide for the advancement of expenses upon an undertaking by such individual to repay all such expenses if it is determined


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in a final judicial decision that the person is not entitled to be indemnified for such expenses, as well as the right of such person to bring suit against the company for the unpaid amount of the claim within a certain time period after a written claim for those expenses has been received by the company.
 
The bylaws of Texas Star Radio, Inc., indemnify current and former officers and directors, employees, and certain others to the fullest extent authorized by Texas law, provided that the corporation will indemnify any such person in connection with a proceeding initiated by that indemnitee only if such proceeding is authorized by the board of directors of the corporation, The bylaws also provide for the advancement of expenses upon an undertaking by such individual to repay all such expenses if it is determined in a final judicial decision that the person is not entitled to be indemnified for such expenses.
 
(j) KPLX Limited Partnership, KRBE Limited Partnership, and KLIF Broadcasting Limited Partnership are each limited partnerships organized under the laws of Texas.
 
Under the Texas Revised Limited Partnership Act (the “TRLPA”), a general partner must be indemnified by the limited partnership in cases in which the general partner is wholly successful on the merits or in the defense of the proceedings. Section 11.02 of the TRLPA provides that a limited partnership may indemnify a person who was, is, or is threatened to be named a defendant in a proceeding only if that person (1) acted in good faith; (2) reasonably believed: (A) in the case of conduct in the person’s official capacity as a general partner of the limited partnership, that the person’s conduct was in the limited partnership’s best interests; and (B) in all other cases, that the person’s conduct was at least not opposed to the limited partnership’s best interests; and (3) in the case of a criminal proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. The TRLPA allows a Texas limited partnership to indemnify anyone who was, is or is threatened to be made a defendant or respondent in a proceeding and allows a limited partnership to purchase and maintain liability insurance, whether or not the partnership would have the power to indemnify such person against such liability.
 
The partnership agreements of KPLX Limited Partnership, KBRE Limited Partnership, and KLIF Broadcasting Limited Partnership do not specifically address indemnification of their partners or other controlling persons, but state that any matter not specifically covered in such agreements shall be governed by the applicable provisions of the TRLPA.
 
Item 21.   Exhibits and Financial Statement Schedules.
 
  (a)   Exhibits
 
         
Exhibit No.
 
Description
 
  3 .1   Certificate of Incorporation of CMP Susquehanna Radio Holdings Corp., as amended
  3 .2   Bylaws of CMP Susquehanna Guarantor Corp. (former name of CMP Susquehanna Radio Holdings Corp.)
  3 .3   Certificate of Incorporation of CMP Susquehanna Corp.
  3 .4   Bylaws of CMP Susquehanna Corp.
  3 .5   Certificate of Incorporation of CMP KC Corp.
  3 .6   Bylaws of CMP KC Corp.
  3 .7   Certificate of Formation of CMP Houston-KC, LLC, as amended
  3 .8   Limited Liability Company Declaration of CMP Houston-KC, LLC
  3 .9   Certificate of Incorporation of CMP Merger Co. (former name of Susquehanna Pfaltzgraff Co.)
  3 .10   Bylaws of CMP Merger Co. (former name of Susquehanna Pfaltzgraff Co.)
  3 .11   Certificate of Incorporation of Susquehanna Media Co., as amended
  3 .12   Bylaws of Susquehanna Media Co., as amended
  3 .13   Articles of Incorporation of Susquehanna Radio Corp., as amended
  3 .14   Bylaws of Susquehanna Radio Corp.
  3 .15   Articles of Incorporation of Susquehanna Radio Services, Inc.


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Exhibit No.
 
Description
 
  3 .16   Bylaws of Susquehanna Radio Services, Inc., as amended
  3 .17   Articles of Incorporation of Sunnyside Communications, Inc.
  3 .18   Code of Bylaws of Sunnyside Communications, Inc., as amended
  3 .19   Articles of Incorporation of WSBA Lico, Inc.
  3 .20   Bylaws of WSBA Lico, Inc., as amended
  3 .21   Articles of Incorporation of Radio San Francisco, Inc.
  3 .22   Bylaws of Radio San Francisco, Inc.
  3 .23   Articles of Incorporation of WVAE Lico, Inc.
  3 .24   Bylaws of WVAE Lico, Inc., as amended
  3 .25   Certificate of Organization of Susquehanna License Co., LLC
  3 .26   Limited Liability Company Declaration of Susquehanna License Co., LLC
  3 .27   Articles of Incorporation of WNNX Lico, Inc.
  3 .28   Bylaws of WNNX Lico, Inc., as amended
  3 .29   Articles of Incorporation of Radio Metroplex, Inc., as amended
  3 .30   Bylaws of Radio Metroplex, Inc.
  3 .31   Articles of Incorporation of Radio Cincinnati, Inc., as amended
  3 .32   Code of Regulations of Radio Cincinnati, Inc., as amended
  3 .33   Articles of Incorporation of KRBE Broadcasting, Inc.
  3 .34   Bylaws of KRBE Broadcasting, Inc., as amended
  3 .35   Articles of Incorporation of Radio Indianapolis, Inc.
  3 .36   Code of Bylaws of Radio Indianapolis, Inc.
  3 .37   Certificate of Incorporation of Bay Area Radio Corp.
  3 .38   Bylaws of Bay Area Radio Corp., as amended
  3 .39   Articles of Incorporation of Indianapolis Radio License Co.
  3 .40   Bylaws of Indianapolis Radio License Co., as amended
  3 .41   Articles of Incorporation of KLIF Broadcasting, Inc.
  3 .42   Bylaws of KLIF Broadcasting, Inc., as amended
  3 .43   Articles of Incorporation of Texas Star Radio, Inc., as amended
  3 .44   Bylaws of Hispanic Coalition, Inc. (former name of Texas Star Radio, Inc.)
  3 .45   Articles of Incorporation of S.C.I. Broadcasting, Inc.
  3 .46   Code of Bylaws of S.C.I. Broadcasting, Inc., as amended
  3 .47   Articles of Incorporation of KFFG Lico, Inc.
  3 .48   Bylaws of KFFG Lico, Inc., as amended
  3 .49   Articles of Incorporation of KPLX Lico, Inc.
  3 .50   Bylaws of KPLX Lico, Inc., as amended
  3 .51   Certificate of Limited Partnership of KPLX Limited Partnership
  3 .52   Amended and Restated Partnership Agreement of KPLX Limited Partnership
  3 .53   Articles of Incorporation of KPLX Radio, Inc.
  3 .54   Bylaws of KPLX Radio, Inc., as amended
  3 .55   Articles of Incorporation of WRRM Lico, Inc.
  3 .56   Bylaws of WRRM Lico, Inc., as amended
  3 .57   Articles of Incorporation of WFMS Lico, Inc.
  3 .58   Bylaws of WFMS Lico, Inc., as amended
  3 .59   Certificate of Incorporation of KNBR, Inc., as amended

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Exhibit No.
 
Description
 
  3 .60   Bylaws of GE Subsidiary, Inc. II (former name of KNBR, Inc.)
  3 .61   Articles of Incorporation of Indy Lico, Inc.
  3 .62   Bylaws of Indy Lico, Inc., as amended
  3 .63   Articles of Incorporation of KRBE Lico, Inc.
  3 .64   Bylaws of KRBE Lico, Inc., as amended
  3 .65   Articles of Incorporation of KNBR Lico, Inc.
  3 .66   Bylaws of KNBR Lico, Inc., as amended
  3 .67   Articles of Incorporation of KLIF Lico, Inc.
  3 .68   Bylaws of KLIF Lico, Inc., as amended
  3 .69   Articles of Incorporation of KLIF Radio, Inc.
  3 .70   Bylaws of KLIF Radio, Inc., as amended
  3 .71   Certificate of Limited Partnership of KRBE Limited Partnership
  3 .72   Amended and Restated Agreement of Limited Partnership of KRBE Limited Partnership
  3 .73   Articles of Incorporation of KRBE Radio, Inc., as amended
  3 .74   Bylaws of KRBE Radio, Inc.
  3 .75   Certificate of Limited Partnership of KLIF Broadcasting Limited Partnership
  3 .76   Amended and Restated Agreement of Limited Partnership of KLIF Broadcasting Limited Partnership
  4 .1   Indenture, dated May 5, 2006, among CMP Susquehanna Corp., the Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee
  4 .2   Registration Rights Agreement, dated May 5, 2006, among CMP Susquehanna Corp., the Guarantors party thereto, and the initial purchasers of the Notes
  5 .1   Opinion of Jones Day
  5 .2   Opinion of Krieg DeVault
  5 .3   Opinion of Kolesar & Leatham, Chtd.
  10 .1   Credit Agreement, dated as of May 5, 2006, among CMP Susquehanna Corp., CMP Susquehanna Radio Holdings Corp., Deutsche Bank Trust Company Americas, as administrative agent, and the other lenders party thereto
  10 .2   Guarantee Agreement, dated as of May 5, 2006, among CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., the subsidiaries of CMP Susquehanna Corp. identified therein and Deutsche Bank Trust Company Americas, as administrative agent
  10 .3   Security Agreement, dated as of May 5, 2006, among CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., the subsidiaries of CMP Susquehanna Corp. identified therein and Deutsche Bank Trust Company Americas, as collateral agent
  10 .4   Management Agreement, dated as of May 3, 2006, by and between CMP Susquehanna Holdings Corp. and Cumulus Media Inc.
  10 .5   Agreement and Plan of Merger, dated as of October 31, 2005, among CMP Susquehanna Corp., CMP Merger Co., Susquehanna Pfaltzgraff Co. and the Stockholders’ Representative
  10 .6   Asset Purchase Agreement, dated as of October 31, 2005, among CMP KC Corp, 1051FM, LLC, Susquehanna Kansas City Partnership and Susquehanna Radio Corp.
  12 .1   Computation of Ratios
  21 .1   Subsidiaries
  23 .1   Consent of Jones Day (included as part of Exhibit 5.1)
  23 .2   Consents of KPMG LLP
  23 .3   Consent of Krieg DeVault (included as part of Exhibit 5.2)
  23 .4   Consent of Kolesar & Leatham, Chtd. (included as part of Exhibit 5.3)
  24 .1   Powers of Attorney (included in signature pages of this registration statement)

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Exhibit No.
 
Description
 
  25 .1   Form T-1 Statement of Eligibility
  99 .1   Form of Letter of Transmittal
  99 .2   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
  99 .3   Form of Letter to Clients
  99 .4   Form of Notice of Guaranteed Delivery
 
(b)  Financial Statement Schedules
 
Schedule II: Valuation and Qualifying Accounts
 
Item 22.   Undertakings.
 
(a) The undersigned registrant hereby undertakes:
 
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more that a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
 
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
 
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, CMP Susquehanna Radio Holdings Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
CMP SUSQUEHANNA RADIO HOLDINGS CORP.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr., Martin R. Gausvik and Richard S. Denning, each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007
         
/s/  John Connaughton

John Connaughton 		  Director   June 6, 2007
         
/s/  Michael Goody

Michael Goody 		  Director   June 6, 2007
         
/s/  Holcombe T. Green, Jr.

Holcombe T. Green, Jr.  		  Director   June 6, 2007


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Signature
 
Title
 
Date
 
/s/  Ian Loring

Ian Loring 		  Director   June 6, 2007
         
/s/  Soren Oberg

Soren Oberg 		  Director   June 6, 2007
         
/s/  David M. Tolley

David M. Tolley 		  Director   June 6, 2007
         
/s/  Kent R. Weldon

Kent R. Weldon 		  Director   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, CMP Susquehanna Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
CMP SUSQUEHANNA CORP.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr., Martin R. Gausvik and Richard S. Denning, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007
         
/s/  John Connaughton

John Connaughton 		  Director   June 6, 2007
         
/s/  Michael Goody

Michael Goody 		  Director   June 6, 2007
         
/s/  Holcombe T. Green, Jr.

Holcombe T. Green, Jr.  		  Director   June 6, 2007
         
/s/  Ian Loring

Ian Loring 		  Director   June 6, 2007


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Signature
 
Title
 
Date
 
/s/  Soren Oberg

Soren Oberg 		  Director   June 6, 2007
         
/s/  David M. Tolley

David M. Tolley 		  Director   June 6, 2007
         
/s/  Kent R. Weldon

Kent R. Weldon 		  Director   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, CMP KC Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
CMP KC CORP.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Manager (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, CMP Houston-KC, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
CMP HOUSTON-KC, LLC
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Manager (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Susquehanna Pfaltzgraff Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
SUSQUEHANNA PFALTZGRAFF CO.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Susquehanna Media Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
SUSQUEHANNA MEDIA CO.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Susquehanna Radio Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
SUSQUEHANNA RADIO CORP.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Susquehanna Radio Services, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
SUSQUEHANNA RADIO SERVICES, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Sunnyside Communications, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
SUNNYSIDE COMMUNICATIONS, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, WSBA Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
WSBA LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Radio San Francisco, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
RADIO SAN FRANCISCO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, WVAE Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
WVAE LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Susquehanna License Co., LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
SUSQUEHANNA LICENSE CO., LLC
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Manager (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, WNNX Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
WNNX LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Radio Metroplex, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
RADIO METROPLEX, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Radio Cincinnati, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
RADIO CINCINNATI, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KRBE Broadcasting, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KRBE BROADCASTING, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Radio Indianapolis, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
RADIO INDIANAPOLIS, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Bay Area Radio Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
BAY AREA RADIO CORP.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Indianapolis Radio License Co. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
INDIANAPOLIS RADIO LICENSE CO.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KLIF Broadcasting, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KLIF BROADCASTING, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Texas Star Radio, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
TEXAS STAR RADIO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, S.C.I. Broadcasting, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
S.C.I. BROADCASTING, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KFFG Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KFFG LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KPLX Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KPLX LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KPLX Limited Partnership has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KPLX LIMITED PARTNERSHIP
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Manager (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KPLX Radio, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KPLX RADIO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, WRRM Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
WRRM LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, WFMS Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
WFMS LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KNBR, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KNBR, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Indy Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
INDY LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


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Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KRBE Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KRBE LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-44

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KNBR Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KNBR LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-45

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KLIF Lico, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KLIF LICO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-46

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KLIF Radio, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KLIF RADIO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-47

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KRBE Limited Partnership has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KRBE LIMITED PARTNERSHIP
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Manager (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-48

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KRBE Radio, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KRBE RADIO, INC.
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-49

Table of Contents

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, KLIF Broadcasting Limited Partnership has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on June 6, 2007.
 
KLIF BROADCASTING LIMITED PARTNERSHIP
 
  By: 
/s/  Martin R. Gausvik
Martin R. Gausvik
Executive Vice President, Chief Financial Officer and Treasurer
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Lewis W. Dickey, Jr. and Martin R. Gausvik and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/  Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.  		  Chairman, President, Chief Executive Officer and Manager (Principal Executive Officer)   June 6, 2007
         
/s/  Martin R. Gausvik

Martin R. Gausvik 		  Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   June 6, 2007


II-50

Table of Contents

Exhibit List
 
 
         
Exhibit No.
 
Description
 
  3 .1   Certificate of Incorporation of CMP Susquehanna Radio Holdings Corp., as amended
  3 .2   Bylaws of CMP Susquehanna Guarantor Corp. (former name of CMP Susquehanna Radio Holdings Corp.)
  3 .3   Certificate of Incorporation of CMP Susquehanna Corp.
  3 .4   Bylaws of CMP Susquehanna Corp.
  3 .5   Certificate of Incorporation of CMP KC Corp.
  3 .6   Bylaws of CMP KC Corp.
  3 .7   Certificate of Formation of CMP Houston-KC, LLC, as amended
  3 .8   Limited Liability Company Declaration of CMP Houston-KC, LLC
  3 .9   Certificate of Incorporation of CMP Merger Co. (former name of Susquehanna Pfaltzgraff Co.)
  3 .10   Bylaws of CMP Merger Co. (former name of Susquehanna Pfaltzgraff Co.)
  3 .11   Certificate of Incorporation of Susquehanna Media Co., as amended
  3 .12   Bylaws of Susquehanna Media Co., as amended
  3 .13   Articles of Incorporation of Susquehanna Radio Corp., as amended
  3 .14   Bylaws of Susquehanna Radio Corp.
  3 .15   Articles of Incorporation of Susquehanna Radio Services, Inc.
  3 .16   Bylaws of Susquehanna Radio Services, Inc., as amended
  3 .17   Articles of Incorporation of Sunnyside Communications, Inc.
  3 .18   Bylaws of Sunnyside Communications, Inc., as amended
  3 .19   Articles of Incorporation of WSBA Lico, Inc.
  3 .20   Bylaws of WSBA Lico, Inc., as amended
  3 .21   Articles of Incorporation of Radio San Francisco, Inc.
  3 .22   Bylaws of Radio San Francisco, Inc.
  3 .23   Articles of Incorporation of WVAE Lico, Inc.
  3 .24   Bylaws of WVAE Lico, Inc., as amended
  3 .25   Certificate of Organization of Susquehanna License Co., LLC
  3 .26   Limited Liability Company Declaration of Susquehanna License Co., LLC
  3 .27   Articles of Incorporation of WNNX Lico, Inc.
  3 .28   Bylaws of WNNX Lico, Inc., as amended
  3 .29   Articles of Incorporation of Radio Metroplex, Inc., as amended
  3 .30   Bylaws of Radio Metroplex, Inc.
  3 .31   Articles of Incorporation of Radio Cincinnati, Inc., as amended
  3 .32   Code of Regulations of Radio Cincinnati, Inc., as amended
  3 .33   Articles of Incorporation of KRBE Broadcasting, Inc.
  3 .34   Bylaws of KRBE Broadcasting, Inc., as amended
  3 .35   Articles of Incorporation of Radio Indianapolis, Inc.
  3 .36   Code of Bylaws of Radio Indianapolis, Inc.
  3 .37   Certificate of Incorporation of Bay Area Radio Corp.
  3 .38   Bylaws of Bay Area Radio Corp., as amended
  3 .39   Articles of Incorporation of Indianapolis Radio License Co.
  3 .40   Bylaws of Indianapolis Radio License Co., as amended
  3 .41   Articles of Incorporation of KLIF Broadcasting, Inc.
  3 .42   Bylaws of KLIF Broadcasting, Inc., as amended


II-51

Table of Contents

         
Exhibit No.
 
Description
 
  3 .43   Articles of Incorporation of Texas Star Radio, Inc., as amended
  3 .44   Bylaws of Hispanic Coalition, Inc. (former name of Texas Star Radio, Inc.)
  3 .45   Articles of Incorporation of S.C.I. Broadcasting, Inc.
  3 .46   Code of Bylaws of S.C.I. Broadcasting, Inc., as amended
  3 .47   Articles of Incorporation of KFFG Lico, Inc.
  3 .48   Bylaws of KFFG Lico, Inc., as amended
  3 .49   Articles of Incorporation of KPLX Lico, Inc.
  3 .50   Bylaws of KPLX Lico, Inc., as amended
  3 .51   Certificate of Limited Partnership of KPLX Limited Partnership
  3 .52   Amended and Restated Partnership Agreement of KPLX Limited Partnership
  3 .53   Articles of Incorporation of KPLX Radio, Inc.
  3 .54   Bylaws of KPLX Radio, Inc., as amended
  3 .55   Articles of Incorporation of WRRM Lico, Inc.
  3 .56   Bylaws of WRRM Lico, Inc., as amended
  3 .57   Articles of Incorporation of WFMS Lico, Inc.
  3 .58   Bylaws of WFMS Lico, Inc.
  3 .59   Certificate of Incorporation of KNBR, Inc., as amended
  3 .60   Bylaws of GE Subsidiary, Inc. II (former name of KNBR, Inc.)
  3 .61   Articles of Incorporation of Indy Lico, Inc.
  3 .62   Bylaws of Indy Lico, Inc., as amended
  3 .63   Articles of Incorporation of KRBE Lico, Inc.
  3 .64   Bylaws of KRBE Lico, Inc., as amended
  3 .65   Articles of Incorporation of KNBR Lico, Inc.
  3 .66   Bylaws of KNBR Lico, Inc., as amended
  3 .67   Articles of Incorporation of KLIF Lico, Inc.
  3 .68   Bylaws of KLIF Lico, Inc., as amended
  3 .69   Articles of Incorporation of KLIF Radio, Inc.
  3 .70   Bylaws of KLIF Radio, Inc., as amended
  3 .71   Certificate of Limited Partnership of KRBE Limited Partnership
  3 .72   Amended and Restated Agreement of Limited Partnership of KRBE Limited Partnership
  3 .73   Articles of Incorporation of KRBE Radio, Inc.
  3 .74   Bylaws of KRBE Radio, Inc.
  3 .75   Certificate of Limited Partnership of KLIF Broadcasting Limited Partnership
  3 .76   Amended and Restated Agreement of Limited Partnership of KLIF Broadcasting Limited Partnership
  4 .1   Indenture, dated May 5, 2006, among CMP Susquehanna Corp., the Guarantors party thereto, and Wells Fargo Bank, National Association, as trustee
  4 .2   Registration Rights Agreement, dated May 5, 2006, among CMP Susquehanna Corp., the Guarantors party thereto, and the initial purchasers of the Notes
  5 .1   Opinion of Jones Day
  5 .2   Opinion of Krieg DeVault
  5 .3   Opinion of Kolesar & Leatham, Chtd.
  10 .1   Credit Agreement, dated as of May 5, 2006, among CMP Susquehanna Corp., CMP Susquehanna Radio Holdings Corp., Deutsche Bank Trust Company Americas, as administrative agent, and the other lenders party thereto

II-52

Table of Contents

         
Exhibit No.
 
Description
 
  10 .2   Guarantee Agreement, dated as of May 5, 2006, among CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., the subsidiaries of CMP Susquehanna Corp. identified therein and Deutsche Bank Trust Company Americas, as administrative agent
  10 .3   Security Agreement, dated as of May 5, 2006, among CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., the subsidiaries of CMP Susquehanna Corp. identified therein and Deutsche Bank Trust Company Americas, as collateral agent
  10 .4   Management Agreement, dated as of May 3, 2006, by and between CMP Susquehanna Holdings Corp. and Cumulus Media Inc.
  10 .5   Agreement and Plan of Merger, dated as of October 31, 2005, among CMP Susquehanna Corp., CMP Merger Co., Susquehanna Pfaltzgraff Co. and the Stockholders’ Representative
  10 .6   Asset Purchase Agreement, dated as of October 31, 2005, among CMP KC Corp, 1051FM, LLC, Susquehanna Kansas City Partnership and Susquehanna Radio Corp.
  12 .1   Computation of Ratios
  21 .1   Subsidiaries
  23 .1   Consent of Jones Day (included as part of Exhibit 5.1)
  23 .2   Consents of KPMG LLP
  23 .3   Consent of Krieg DeVault (included as part of Exhibit 5.2)
  23 .4   Consent of Kolesar & Leatham, Chtd. (included as part of Exhibit 5.3)
  24 .1   Powers of Attorney (included in signature pages of this registration statement)
  25 .1   Form T-1 Statement of Eligibility
  99 .1   Form of Letter of Transmittal
  99 .2   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
  99 .3   Form of Letter to Clients
  99 .4   Form of Notice of Guaranteed Delivery

II-53

EX-3.1 2 g05435exv3w1.htm EX-3.1 CERTIFICATE OF INCORPORATION OF CMP SUSQUEHANNA RADIO HOLDINGS CORP. EX-3.1 CERTIFICATE OF INCORPORATON
 

Exhibit 3.1
As Amended
CERTIFICATE OF INCORPORATION
OF
CMP SUSQUEHANNA RADIO HOLDINGS CORP.
          I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:
          FIRST: The name of the corporation (the “Corporation”) is CMP Susquehanna Radio Holdings Corp.
          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
          FOURTH: The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $.01 per share.
          FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.
          SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation.

 

 

- 2 -
Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.
          SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
          EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.
          NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all

 

 

- 3 -
rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.
          TENTH: The name and mailing address of the incorporator are:
Lewis W. Dickey, Jr.
3535 Piedmont Road
Building 14 – 14th Floor
Atlanta, Georgia 30305
          IN WITNESS WHEREOF, I the undersigned, being the incorporator herein above named, do hereby execute this Certificate of Incorporation this 13th day of March, 2006.

  

  
  /s/ Lewis W. Dickey, Jr.                    
  Lewis W. Dickey, Jr., Incorporator

 

EX-3.2 3 g05435exv3w2.htm EX-3.2 BYLAWS OF CMP SUSQUEHANNA GUARANTOR CORP. EX-3.2 BYLAWS OF CMP SUSQUEHANNA GUARANTOR CORP.
 

Exhibit 3.2
BYLAWS
OF
CMP SUSQUEHANNA GUARANTOR CORP.
ARTICLE 1.
OFFICES
     1.1 Offices. CMP Susquehanna Guarantor Corp. (the “Corporation”) shall maintain at all times a registered office in the State of Delaware and a registered agent at that address, but may have other offices located within or without the State of Delaware as the Board of Directors may determine.
     1.2 Registered Agent. The name of the Registered Agent and the agent’s address (“Registered Office”) where process may be served upon the Corporation are as follows: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
     2.1 Place and Time of Meetings. A meeting of the stockholders shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors or the stockholders may from time to time select. If no place is selected, the meeting shall be at the principal office of the Corporation.
     2.2 Annual Meeting. An annual meeting of the stockholders shall be held at such date, time and place, within or without the State of Delaware, as the Board of Directors shall designate and state in the notice of the meeting.

 

 

     2.3 Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors, by the Chairman of the Board or the President, or by the holder or holders of not less than fifteen percent (15%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Such stockholders must sign, date, and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is held. Special stockholders’ meetings shall be held at a place designated by the Board of Directors, within or without the State of Delaware.
     2.4 Record Date. The Board of Directors shall fix in advance a date as the record date for a determination of stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, such date shall not be more than sixty (60) nor less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken.
     2.5 Notice of Meeting. Written notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Chairman of the Board or the President or the other person or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. In the case of an annual meeting considering an amendment to the Certificate of Incorporation or these Bylaws for which stockholder approval is required, a merger, share exchange, sale, lease, exchange, or other disposition of all or substantially all the Corporation’s assets, or dissolution, the meeting notice must state that one of the purposes of the meeting is consideration of such a matter and must be accompanied by a copy or summary of the amendment or plan. Written

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notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph, or other form of wire or wireless communication. If mailed, notice shall be deemed to be delivered when deposited in the United States mail with first-class postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation.
     2.6 Waiver of Notice. Notice of a meeting need not be given to any stockholder who signs a waiver of notice, in person or by proxy, either before or after the date and time stated in the notice. Waiver must be in writing and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records. Attendance of a stockholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to: (1) lack of notice or defective notice of a meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) consideration at the meeting of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. Neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a stockholder of the notice of a meeting of stockholders with respect to an amendment of the Certificate of Incorporation, a plan of merger or share exchange, a sale of assets, or any other action which would entitle the stockholder to dissent and obtain payment for his shares shall not be effective unless: (a) prior to execution of the waiver, the stockholder is furnished with the same material required to be sent to the stockholder in a notice of the meeting, including notice of any applicable dissenters’ rights; or (b) the waiver expressly waives the right to receive the materials required to be furnished.

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     2.7 Quorum. Except as may be provided in the Certificate of Incorporation and subject to Article 10 hereof, a majority of the shares entitled to be cast on a matter by the voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. Once a share is represented at a meeting for any purpose other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.
     2.8 Voting Rights. Except as otherwise provided by law or in the Certificate of Incorporation, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders.
     2.9 Vote Required to Carry Action. Except as provided in Article 10 hereof, if a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. Directors are elected at the annual meeting by a plurality of the votes cast by shares entitled to vote in the election.
     2.10 Proxies. A stockholder may vote his shares in person or by proxy. A stockholder may appoint a proxy by executing a writing which authorizes another person or persons to vote or otherwise act on the stockholder’s behalf. Execution may be accomplished by any reasonable means, including facsimile telecommunication. A proxy is effective when received by the officer authorized to tabulate votes and is valid for three (3) years from the date of its execution, unless a longer period is expressly provided in the appointment form. An appointment of proxy is revocable by a stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

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     2.11 Adjournment. Any meeting of the stockholders may be adjourned by the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present. Notice of an adjourned meeting or of the business to be transacted at such meeting shall not be necessary, provided the date, time, and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and provided that the new date is not more than thirty (30) days after the date of the original meeting. If the new meeting date is more than thirty (30) days after the date fixed for the original meeting, the Board shall fix a new record date, and notice must be given to persons who are stockholders as of the new record date. At an adjourned meeting at which a quorum is present or represented, any business that could have been transacted at the meeting originally called may be transacted, unless a new record date is or must be set forth for that adjourned meeting.
     2.12 Action by Consent of Stockholders. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take action at a meeting at which all stockholders entitled to vote were present and voted. Action with respect to the election of directors as to which stockholders would be entitled to cumulative voting may be taken without a meeting only by written consent of all the stockholders entitled to vote on the action. If action is taken by less than all of the stockholders entitled to vote on the action, all voting stockholders on the record date who did not participate in taking the action shall be given written notice of the action, together with the materials required for valid written consent, not more than ten (10) days after the taking of the action without a meeting. The action must be evidenced by one or more written consents describing the action

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taken, signed by the stockholders entitled to take action without a meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. All consenting stockholders shall be furnished with the same required material that would have been sent to the stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action, including notice of any applicable dissenters’ rights, unless the written consent contains an express waiver of the right to receive materials otherwise required to be furnished. A consent signed by a stockholder has the effect of a vote taken at a meeting and may be described as such in any document.
          If notice of an action by stockholders is required to be given to nonvoting stockholders and the action is taken by voting stockholders without a meeting, the Corporation shall give its nonvoting stockholders written notice of the action not more than ten (10) days after the taking of action without a meeting. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.
ARTICLE 3.
DIRECTORS
     3.1 Number, Qualification and Term of Office. The business and affairs of the Corporation shall be managed by a Board of Directors, which may consist of a single member. The exact number of directors may be established or changed from time to time, by resolution of the Board of Directors or the stockholders. The terms of the preceding sentence may be amended to deprive the stockholders of the authority granted thereby only by vote of or consent of the stockholders. The directors shall be natural persons of the age of eighteen (18) years or older, but need not be residents of the State of Delaware or hold shares of stock in the Corporation. The terms of the initial directors of the Corporation will expire at the first

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stockholders’ meeting at which directors are elected. Each director shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     3.2 Vacancies. A vacancy occurring on the Board of Directors shall be filled by the stockholders or by the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of stockholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy. A director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. A vacancy that will occur at a specific later date (including but not limited to a resignation that specifies a later date) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
     3.3 Removal of Directors. Any or all of the directors of the Corporation may be removed at any time, with or without cause, by the holders of a majority in voting power of the issued and outstanding voting stock of the Corporation. If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove him. A director may be removed by the stockholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

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     3.4 Compensation. The Board of Directors may fix the compensation of directors.
ARTICLE 4.
MEETINGS OF THE BOARD
     4.1 Place and Time of Meetings. Regular or special meetings of the Board of Directors may be held at such time and place within or without the State of Delaware as the Board of Directors may from time to time designate.
     4.2 Annual Meeting. The Board of Directors shall meet each year immediately following the annual meeting of the stockholders, or at such other time or place as the Board of Directors shall designate. Written notice of annual meetings of the Board of Directors shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication.
     4.3 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President and shall be called by the President or the Secretary upon the written request of twenty-five percent (25%) of the Board of Directors, on one day’s written notice to each director by whom such notice is not waived. Notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication, and need not describe the business to be transacted at, nor the purpose of, the special meeting.
     4.4 Waiver of Notice. A director may waive any notice either before or after the date and time stated in the notice. Such a waiver must be in writing, signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the

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meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
     4.5 Quorum. A quorum of the Board of Directors consists of a majority of the number of directors then in office. If a quorum is present, the acts of a majority of the directors in attendance shall be the acts of the Board of Directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) that director objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or to transacting business at the meeting; (b) the dissent or abstention of that director from the action taken is entered into the minutes of the meeting; or (c) that director delivers written notice of dissent or abstention to the presiding officer of the meeting before, or to the Corporation immediately after, adjournment of the meeting. The right of dissent is not available to a director who votes in favor of an action taken.
     4.6 Adjournment. A meeting of the Board of Directors may be adjourned by a majority of the directors present, whether or not a quorum exists. Notice of the time and the place of the adjourned meeting and of the business to be transacted thereat, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
     4.7 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consent shall have the effect

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of a unanimous vote at a meeting at which all directors entitled to vote were present and voted, and may be described as such in any document.
     4.8 Participation in Meetings Other Than in Person. Members of the Board of Directors may participate in a meeting of the Board by any means of communication by which all persons participating in the meeting can hear each other. Participation in a meeting in such manner shall constitute presence in person at such meeting.
ARTICLE 5.
COMMITTEES
     5.1 Formation and Powers. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve thereon. To the extent specified by the Board of Directors, each committee may exercise all of the powers of the Board of Directors in the management of the business affairs of the Corporation. However, a committee shall not have the power to: (i) approve or propose to stockholders action that the Delaware General Corporation Law requires to be approved by stockholders; (ii) fill vacancies on the Board of Directors or on any of its committees; (iii) amend the Certificate of Incorporation pursuant to Sections 241 et seq. of the Delaware General Corporation Law, as it may hereafter be amended; (iv) adopt, amend or repeal these Bylaws; or (v) approve a plan of merger not requiring stockholder approval.

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     5.2 Removal. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, to fill vacancies on any committee, and to dissolve any committee.
ARTICLE 6.
OFFICERS
     6.1 Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a Treasurer, and a Secretary and, if deemed by the Board of Directors of the Corporation to be necessary or appropriate to conduct the business of the Corporation, a Chairman of the Board and one or more Vice Presidents. Two or more offices may be held by the same person. The officers shall be elected by the directors or, when specifically provided herein, may be appointed by the President or the Chairman of the Board, and each officer shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.2 Chairman of the Board. If elected by the Board of Directors, the Chairman of the Board shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders and shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless the Board of Directors, in constituting such committees, shall designate or elect some other person to be the chairman thereof. The Chairman of the Board shall have the authority to execute agreements, instruments and other documents on behalf of the Corporation and shall have such other duties as the Board of Directors shall designate.
     6.3 Chief Executive Officer. Unless otherwise specified by the Board of Directors, the Chief Executive Officer shall be the chief operating officer of the Corporation and shall have

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the responsibility for the general supervision of the business affairs of the Corporation. In the absence of a Chairman of the Board, he shall serve as chief executive officer of the Corporation. He shall, if also a director and in the absence of a Chairman of the Board, preside at all meetings of stockholders and directors and discharge the duties of a presiding officer, shall present at each annual meeting of the stockholders a report of the business of the Corporation for the preceding fiscal year, and shall perform whatever other duties the Board of Directors may from time to time prescribe.
     6.4 Secretary. The Secretary shall have the responsibility for preparing minutes of all meetings of the stockholders and directors, and for authenticating records of the Corporation, and shall have charge of the minute books, stock books and seal of the Corporation, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the Chief Executive Officer or the Board of Directors.
     6.5 Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the Chief Executive Officer, and shall perform whatever other duties the Board of Directors may from time to time prescribe.
     6.6 Vice President. In the absence or disability of the President, the Vice Presidents, if any, elected by the Board of Directors, shall perform the duties and exercise the powers of the President. The Vice Presidents shall perform such other duties and have such other powers as the President, the Chairman of the Board or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the Chief Executive Officer shall disburse to the Vice Presidents in such specified order of seniority.

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     6.7 Assistant Secretary. Assistants to the Secretary may be appointed, and shall have such duties as shall be delegated to them, by the Chairman of the Board, the Chief Executive Officer, the Secretary or the Board of Directors.
     6.8 Vacancies. Vacancies which occur in any of the executive offices by death, resignation, or otherwise, may be filled by the Board of Directors. An officer so selected shall hold office for the remainder of the term of the officer vacating such office and until his successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.9 Salaries. The Board of Directors shall fix the salaries of the officers of the Corporation. The salaries of other agents and employees of the Corporation may be fixed by the Board of Directors or by an officer to whom that function has been delegated by the Board.
     6.10 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.
     6.11 Removal of Officers and Agents. An officer or agent of the Corporation may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation will be served by the removal. The removal shall be without prejudice to the contract rights, if any, of the person so removed.
     6.12 Interested Officer Transactions. An interested officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another corporation, partnership, association, or other entity which is a party to a contract or transaction with the Corporation. Transactions involving such an officer are governed by Section 144 of the Delaware General Corporation Law, as may be amended.

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ARTICLE 7.
CAPITAL STOCK
     7.1 Certificates. The interest of each stockholder may be evidenced by a certificate or certificates representing shares of stock of the Corporation, which shall be in such form as the Board of Directors may from time to time adopt, shall be numbered and shall be entered in the books of the Corporation as they are issued. Each share certificate shall state, on its face, the name of the Corporation and that it is organized under the laws of Delaware, the name of the person to whom it is issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. Also, each certificate may bear the seal of the Corporation or a facsimile thereof and shall be signed, either manually or in facsimile, by any one of the following: the Chairman of the Board, the President, the Secretary or an Assistant Secretary, or other officer designated by the Board of Directors for such purpose. If the certificate is signed in facsimile, it must be countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. The transfer agent or registrar may sign either manually or by facsimile.
     7.2 Certificateless Shares. The Board of Directors of the Corporation may authorize the issuance of some or all of the shares of stock, of any or all of its classes or series, without certificates. Within a reasonable time after the issue or transfer of the shares without certificates, the Corporation shall send the stockholder to whom a share is to be issued a written statement specifying the name of the Corporation, that the Corporation is organized under the laws of Delaware, the name of the person to whom the shares are issued or transferred, the number and class of shares and the designation of the series, if any, that the certificate represents, and any applicable restriction on the transfer of such shares.

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     7.3 Registry. The Corporation shall keep or cause to be kept a record of stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of shares showing the number and class of shares held by each.
     7.4 Transfers. Transfers of stock shall be made on the books of the Corporation only by the person named on the certificate, or by an attorney, and upon surrender of the certificate therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.6 of these Bylaws.
     7.5 Registered Owner. The Corporation shall be entitled to treat the holder of record of any share of stock of the Corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
     7.6 Lost Certificates. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of such claim in such manner as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.
ARTICLE 8.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
     8.1 Indemnification. The Corporation shall indemnify any person who was or is a party to a proceeding because he is or was a director, officer, employee or agent of the

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Corporation against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth in the immediately preceding sentence. No indemnification, however, shall be made in favor of any director, officer, employee or agent in connection with a proceeding by or in the right of the Corporation in which the director, officer, employee or agent was adjudged liable to the Corporation or in connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification in connection with a proceeding by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding.
     8.2 Determination of Indemnification. Unless ordered by a court, the Corporation shall not indemnify a director, officer, employee or agent under Section 8.1 unless authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is permissible in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1. The determination shall be made:
     (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
     (ii) by a committee of such Directors designated by majority vote of such directors, even though less than a quorum; or
     (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion; or

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     (iv) by the stockholders.
Authorization of indemnification or an obligation to indemnify and an evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (iii) of this Section 8.2 to select counsel.
     8.3 Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 8.1 or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
     8.4 Advance Payment. A corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if the director, officer, employee or agent furnishes the Corporation both a written affirmation of his good-faith belief that he has met the standard of conduct set forth in Section 8.1 and a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification by the Corporation as authorized in this Article.
     8.5 Stockholder-Approved Indemnification. A resolution approved by a majority of the votes entitled to be cast (and not a majority of all shares entitled to vote) shall permit the Corporation to indemnify or obligate itself to indemnify a director, officer, employee or agent made a party to a proceeding, including a proceeding brought by or in the right of the Corporation, without regard to the limitations set forth in this Article 8. The Corporation shall

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not indemnify a director, officer, employee or agent under this Section 8.5, however, for any liability incurred in a proceeding in which the director, officer, employee or agent is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation: (a) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) for acts or omissions that involve intentional misconduct or a knowing violation of law; (c) for the types of liability set forth in the Delaware General Corporation Law Section 145 or any successor provision thereto; or (d) for any transaction from which he received an improper personal benefit.
     8.6 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in that capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 8.

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     8.7 Survival of Indemnification Following Death or Termination. The indemnification and advancement of expenses provided by or granted pursuant to this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE 9.
MISCELLANEOUS
     9.1 Inspection of Books. (a) A stockholder (defined in (c) below) may inspect and copy, during regular business hours at the corporation’s principal office, the following if he gives the Corporation written notice of his demand at least five (5) business days prior to the requested date of inspection: (1) the Corporation’s Certificate of Incorporation and all amendments to them currently in effect; (2) the Corporation’s Bylaws and all amendments to them currently in effect; (3) resolutions adopted by either its stockholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence addresses of all members of the board of directors; (4) Resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; and any resolutions adopted by the board of directors that affect the size of the board of directors; (5) the minutes of all stockholders’ meetings, executed waivers of notice of meetings, and executed written consents evidencing all action taken by stockholders without a meeting, for the previous three years; (6) all written communications to stockholders generally within the previous three years; (7) a list of the names and business addresses of its current directors and officers; and (8) its most recent annual franchise tax report delivered to the Secretary of State under Section 502 of the Delaware General Corporation Law. (b) A stockholder may inspect and copy, during

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regular business hours at a reasonable location specified by the Corporation (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the stockholders, and records of action taken by the stockholders or Board of Directors without a meeting, to the extent not subject to inspection under Section 9.1(a); (2) accounting records of the Corporation; (3) the record of stockholders. A stockholder may inspect these records of the Corporation only if: (i) his demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a stockholder; (ii) he describes with reasonable particularity his purpose and the records he desires to inspect; (iii) the records are directly connected with his purpose; and (iv) the records are to be used only for the stated purpose. In addition, any stockholder owning two percent (2%) or less of the shares outstanding shall be liable for any expenses of any kind incurred by any party consequent to such inspection, including legal expenses incurred by the Corporation.
     9.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine. In the event that it is inconvenient at any time to use the corporate seal of the Corporation, the words “Seal” or “Corporate Seal” enclosed in parentheses or scroll shall be deemed the corporate seal of the Corporation.

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     9.3 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.
ARTICLE 10.
AMENDMENTS
     10.1 Certificate of Incorporation. An amendment to the Certificate of Incorporation that changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement prescribed in the provision being amended.
     10.2 Bylaws. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board of Directors, unless the stockholders, in amending or repealing a particular Bylaw, expressly provide that the Board of Directors may not amend or repeal that Bylaw, or unless otherwise provided in the Certificate of Incorporation or these Bylaws. If such action is to be taken at a meeting of the stockholders, notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting. The stockholders may amend or repeal the Corporation’s Bylaws, or adopt new Bylaws, even though the Bylaws may also be amended or repealed by the Board of Directors.
     10.3 Quorum and Voting Requirements for Stockholders. A Bylaw that fixes a greater quorum or voting requirement for stockholders may not be adopted, amended or repealed by the Board of Directors.
     10.4 Quorum and Voting Requirements for Board of Directors. A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors (1) may be adopted, amended or

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repealed by the stockholders only by the affirmative vote of a majority of the votes entitled to be cast; or (2) may be adopted, amended or repealed by the directors only by a majority of the entire Board of Directors.

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EX-3.3 4 g05435exv3w3.htm EX-3.3 CERTIFICATE OF INCORPORATION CMP SUSQUEHANNA CORP. EX-3.3 CERTIFICATE OF INCORPORATION
 

Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
CMP SUSQUEHANNA CORP.
     I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows.
     FIRST: The name of the corporation (the “Corporation’) is CMP Susquehanna Corp.
     SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The came of the Corporation’s registered agent at such address is The Corporation Trust Company.
     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
     FOURTH: The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $.01 per share.
     FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.
     SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

 

 

     SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
     EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.
     NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the Laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any

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other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.
     TENTH: The name and mailing address of the incorporator are:
Lewis W. Dickey, Jr.
3535 Piedmont Road
Building 14 — 14th Floor
Atlanta, Georgia 30305
     IN WITNESS WHEREOF, I the undersigned, being the incorporator herein above named, do hereby execute this Certificate of Incorporation this 24th day of October, 2005.
         
     
  /s/ Lewis W. Dickey, Jr.    
  Lewis W. Dickey, Jr., Incorporator   
     
 

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EX-3.4 5 g05435exv3w4.htm EX-3.4 BYLAWS OF CMP SUSQUEHANNA CORP. EX-3.4 BYLAWS OF CMP SUSQUEHANNA CORP.
 

Exhibit 3.4
BYLAWS
OF
CMP SUSQUEHANNA CORP.
ARTICLE 1.
OFFICES
     1.1 Offices. CMP Susquehanna Corp. (the “Corporation”) shall maintain at all times a registered office in the State of Delaware and a registered agent at that address, but may have other offices located within or without the State of Delaware as the Board of Directors may determine.
     1.2 Registered Agent. The name of the Registered Agent and the agent’s address (“Registered Office”) where process may be served upon the Corporation are as follows: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
     2.1 Place and Time of Meetings. A meeting of the stockholders shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors or the stockholders may from time to time select. If no place is selected, the meeting shall be at the principal office of the Corporation.
     2.2 Annual Meeting. An annual meeting of the stockholders shall be held at such date, time and place, within or without the State of Delaware, as the Board of Directors shall designate and state in the notice of the meeting.

 

 

     2.3 Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors, by the Chairman of the Board or the President, or by the holder or holders of not less than fifteen percent (15%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Such stockholders must sign, date, and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is held. Special stockholders’ meetings shall be held at a place designated by the Board of Directors, within or without the State of Delaware.
     2.4 Record Date. The Board of Directors shall fix in advance a date as the record date for a determination of stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, such date shall not be more than sixty (60) nor less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken.
     2.5 Notice of Meeting. Written notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Chairman of the Board or the President or the other person or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. In the case of an annual meeting considering an amendment to the Certificate of Incorporation or these Bylaws for which stockholder approval is required, a merger, share exchange, sale, lease, exchange, or other disposition of all or substantially all the Corporation’s assets, or dissolution, the meeting notice must state that one of the purposes of the meeting is consideration of such a matter and must be accompanied by a copy or summary of the amendment or plan. Written

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notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph, or other form of wire or wireless communication. If mailed, notice shall be deemed to be delivered when deposited in the United States mail with first-class postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation.
     2.6 Waiver of Notice. Notice of a meeting need not be given to any stockholder who signs a waiver of notice, in person or by proxy, either before or after the date and time stated in the notice. Waiver must be in writing and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records. Attendance of a stockholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to: (1) lack of notice or defective notice of a meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) consideration at the meeting of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. Neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a stockholder of the notice of a meeting of stockholders with respect to an amendment of the Certificate of Incorporation, a plan of merger or share exchange, a sale of assets, or any other action which would entitle the stockholder to dissent and obtain payment for his shares shall not be effective unless: (a) prior to execution of the waiver, the stockholder is furnished with the same material required to be sent to the stockholder in a notice of the meeting, including notice of any applicable dissenters’ rights; or (b) the waiver expressly waives the right to receive the materials required to be furnished.

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     2.7 Quorum. Except as may be provided in the Certificate of Incorporation and subject to Article 10 hereof, a majority of the shares entitled to be cast on a matter by the voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. Once a share is represented at a meeting for any purpose other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.
     2.8 Voting Rights. Except as otherwise provided by law or in the Certificate of Incorporation, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders.
     2.9 Vote Required to Carry Action. Except as provided in Article 10 hereof, if a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. Directors are elected at the annual meeting by a plurality of the votes cast by shares entitled to vote in the election.
     2.10 Proxies. A stockholder may vote his shares in person or by proxy. A stockholder may appoint a proxy by executing a writing which authorizes another person or persons to vote or otherwise act on the stockholder’s behalf. Execution may be accomplished by any reasonable means, including facsimile telecommunication. A proxy is effective when received by the officer authorized to tabulate votes and is valid for three (3) years from the date of its execution, unless a longer period is expressly provided in the appointment form. An appointment of proxy is revocable by a stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

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     2.11 Adjournment. Any meeting of the stockholders may be adjourned by the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present. Notice of an adjourned meeting or of the business to be transacted at such meeting shall not be necessary, provided the date, time, and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and provided that the new date is not more than thirty (30) days after the date of the original meeting. If the new meeting date is more than thirty (30) days after the date fixed for the original meeting, the Board shall fix a new record date, and notice must be given to persons who are stockholders as of the new record date. At an adjourned meeting at which a quorum is present or represented, any business that could have been transacted at the meeting originally called may be transacted, unless a new record date is or must be set forth for that adjourned meeting.
     2.12 Action by Consent of Stockholders. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take action at a meeting at which all stockholders entitled to vote were present and voted. Action with respect to the election of directors as to which stockholders would be entitled to cumulative voting may be taken without a meeting only by written consent of all the stockholders entitled to vote on the action. If action is taken by less than all of the stockholders entitled to vote on the action, all voting stockholders on the record date who did not participate in taking the action shall be given written notice of the action, together with the materials required for valid written consent, not more than ten (10) days after the taking of the action without a meeting. The action must be evidenced by one or more written consents describing the action

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taken, signed by the stockholders entitled to take action without a meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. All consenting stockholders shall be furnished with the same required material that would have been sent to the stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action, including notice of any applicable dissenters’ rights, unless the written consent contains an express waiver of the right to receive materials otherwise required to be furnished. A consent signed by a stockholder has the effect of a vote taken at a meeting and may be described as such in any document.
          If notice of an action by stockholders is required to be given to nonvoting stockholders and the action is taken by voting stockholders without a meeting, the Corporation shall give its nonvoting stockholders written notice of the action not more than ten (10) days after the taking of action without a meeting. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.
ARTICLE 3.
DIRECTORS
     3.1 Number, Qualification and Term of Office. The business and affairs of the Corporation shall be managed by a Board of Directors, which may consist of a single member. The exact number of directors may be established or changed from time to time, by resolution of the Board of Directors or the stockholders. The terms of the preceding sentence may be amended to deprive the stockholders of the authority granted thereby only by vote of or consent of the stockholders. The directors shall be natural persons of the age of eighteen (18) years or older, but need not be residents of the State of Delaware or hold shares of stock in the Corporation. The terms of the initial directors of the Corporation will expire at the first

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stockholders’ meeting at which directors are elected. Each director shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     3.2 Vacancies. A vacancy occurring on the Board of Directors shall be filled by the stockholders or by the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of stockholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy. A director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. A vacancy that will occur at a specific later date (including but not limited to a resignation that specifies a later date) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
     3.3 Removal of Directors. Any or all of the directors of the Corporation may be removed at any time, with or without cause, by the holders of a majority in voting power of the issued and outstanding voting stock of the Corporation. If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove him. A director may be removed by the stockholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.

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     3.4 Compensation. The Board of Directors may fix the compensation of directors.
ARTICLE 4.
MEETINGS OF THE BOARD
     4.1 Place and Time of Meetings. Regular or special meetings of the Board of Directors may be held at such time and place within or without the State of Delaware as the Board of Directors may from time to time designate.
     4.2 Annual Meeting. The Board of Directors shall meet each year immediately following the annual meeting of the stockholders, or at such other time or place as the Board of Directors shall designate. Written notice of annual meetings of the Board of Directors shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication.
     4.3 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President and shall be called by the President or the Secretary upon the written request of twenty-five percent (25%) of the Board of Directors, on one day’s written notice to each director by whom such notice is not waived. Notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication, and need not describe the business to be transacted at, nor the purpose of, the special meeting.
     4.4 Waiver of Notice. A director may waive any notice either before or after the date and time stated in the notice. Such a waiver must be in writing, signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the

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meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
     4.5 Quorum. A quorum of the Board of Directors consists of a majority of the number of directors then in office. If a quorum is present, the acts of a majority of the directors in attendance shall be the acts of the Board of Directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) that director objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or to transacting business at the meeting; (b) the dissent or abstention of that director from the action taken is entered into the minutes of the meeting; or (c) that director delivers written notice of dissent or abstention to the presiding officer of the meeting before, or to the Corporation immediately after, adjournment of the meeting. The right of dissent is not available to a director who votes in favor of an action taken.
     4.6 Adjournment. A meeting of the Board of Directors may be adjourned by a majority of the directors present, whether or not a quorum exists. Notice of the time and the place of the adjourned meeting and of the business to be transacted thereat, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
     4.7 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consent shall have the effect

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of a unanimous vote at a meeting at which all directors entitled to vote were present and voted, and may be described as such in any document.
     4.8 Participation in Meetings Other Than in Person. Members of the Board of Directors may participate in a meeting of the Board by any means of communication by which all persons participating in the meeting can hear each other. Participation in a meeting in such manner shall constitute presence in person at such meeting.
ARTICLE 5.
COMMITTEES
     5.1 Formation and Powers. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve thereon. To the extent specified by the Board of Directors, each committee may exercise all of the powers of the Board of Directors in the management of the business affairs of the Corporation. However, a committee shall not have the power to: (i) approve or propose to stockholders action that the Delaware General Corporation Law requires to be approved by stockholders; (ii) fill vacancies on the Board of Directors or on any of its committees; (iii) amend the Certificate of Incorporation pursuant to Sections 241 et seq. of the Delaware General Corporation Law, as it may hereafter be amended; (iv) adopt, amend or repeal these Bylaws; or (v) approve a plan of merger not requiring stockholder approval.

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     5.2 Removal. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, to fill vacancies on any committee, and to dissolve any committee.
ARTICLE 6.
OFFICERS
     6.1 Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a Treasurer, and a Secretary and, if deemed by the Board of Directors of the Corporation to be necessary or appropriate to conduct the business of the Corporation, a Chairman of the Board and one or more Vice Presidents. Two or more offices may be held by the same person. The officers shall be elected by the directors or, when specifically provided herein, may be appointed by the President or the Chairman of the Board, and each officer shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.2 Chairman of the Board. If elected by the Board of Directors, the Chairman of the Board shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders and shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless the Board of Directors, in constituting such committees, shall designate or elect some other person to be the chairman thereof. The Chairman of the Board shall have the authority to execute agreements, instruments and other documents on behalf of the Corporation and shall have such other duties as the Board of Directors shall designate.
     6.3 Chief Executive Officer. Unless otherwise specified by the Board of Directors, the Chief Executive Officer shall be the chief operating officer of the Corporation and shall have

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the responsibility for the general supervision of the business affairs of the Corporation. In the absence of a Chairman of the Board, he shall serve as chief executive officer of the Corporation. He shall, if also a director and in the absence of a Chairman of the Board, preside at all meetings of stockholders and directors and discharge the duties of a presiding officer, shall present at each annual meeting of the stockholders a report of the business of the Corporation for the preceding fiscal year, and shall perform whatever other duties the Board of Directors may from time to time prescribe.
     6.4 Secretary. The Secretary shall have the responsibility for preparing minutes of all meetings of the stockholders and directors, and for authenticating records of the Corporation, and shall have charge of the minute books, stock books and seal of the Corporation, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the Chief Executive Officer or the Board of Directors.
     6.5 Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the Chief Executive Officer, and shall perform whatever other duties the Board of Directors may from time to time prescribe.
     6.6 Vice President. In the absence or disability of the President, the Vice Presidents, if any, elected by the Board of Directors, shall perform the duties and exercise the powers of the President. The Vice Presidents shall perform such other duties and have such other powers as the President, the Chairman of the Board or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the Chief Executive Officer shall disburse to the Vice Presidents in such specified order of seniority.

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     6.7 Assistant Secretary. Assistants to the Secretary may be appointed, and shall have such duties as shall be delegated to them, by the Chairman of the Board, the Chief Executive Officer, the Secretary or the Board of Directors.
     6.8 Vacancies. Vacancies which occur in any of the executive offices by death, resignation, or otherwise, may be filled by the Board of Directors. An officer so selected shall hold office for the remainder of the term of the officer vacating such office and until his successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.9 Salaries. The Board of Directors shall fix the salaries of the officers of the Corporation. The salaries of other agents and employees of the Corporation may be fixed by the Board of Directors or by an officer to whom that function has been delegated by the Board.
     6.10 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.
     6.11 Removal of Officers and Agents. An officer or agent of the Corporation may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation will be served by the removal. The removal shall be without prejudice to the contract rights, if any, of the person so removed.
     6.12 Interested Officer Transactions. An interested officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another corporation, partnership, association, or other entity which is a party to a contract or transaction with the Corporation. Transactions involving such an officer are governed by Section 144 of the Delaware General Corporation Law, as may be amended.

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ARTICLE 7.
CAPITAL STOCK
     7.1 Certificates. The interest of each stockholder may be evidenced by a certificate or certificates representing shares of stock of the Corporation, which shall be in such form as the Board of Directors may from time to time adopt, shall be numbered and shall be entered in the books of the Corporation as they are issued. Each share certificate shall state, on its face, the name of the Corporation and that it is organized under the laws of Delaware, the name of the person to whom it is issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. Also, each certificate may bear the seal of the Corporation or a facsimile thereof and shall be signed, either manually or in facsimile, by any one of the following: the Chairman of the Board, the President, the Secretary or an Assistant Secretary, or other officer designated by the Board of Directors for such purpose. If the certificate is signed in facsimile, it must be countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. The transfer agent or registrar may sign either manually or by facsimile.
     7.2 Certificateless Shares. The Board of Directors of the Corporation may authorize the issuance of some or all of the shares of stock, of any or all of its classes or series, without certificates. Within a reasonable time after the issue or transfer of the shares without certificates, the Corporation shall send the stockholder to whom a share is to be issued a written statement specifying the name of the Corporation, that the Corporation is organized under the laws of Delaware, the name of the person to whom the shares are issued or transferred, the number and class of shares and the designation of the series, if any, that the certificate represents, and any applicable restriction on the transfer of such shares.

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     7.3 Registry. The Corporation shall keep or cause to be kept a record of stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of shares showing the number and class of shares held by each.
     7.4 Transfers. Transfers of stock shall be made on the books of the Corporation only by the person named on the certificate, or by an attorney, and upon surrender of the certificate therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.6 of these Bylaws.
     7.5 Registered Owner. The Corporation shall be entitled to treat the holder of record of any share of stock of the Corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
     7.6 Lost Certificates. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of such claim in such manner as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.
ARTICLE 8.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
     8.1 Indemnification. The Corporation shall indemnify any person who was or is a party to a proceeding because he is or was a director, officer, employee or agent of the

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Corporation against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth in the immediately preceding sentence. No indemnification, however, shall be made in favor of any director, officer, employee or agent in connection with a proceeding by or in the right of the Corporation in which the director, officer, employee or agent was adjudged liable to the Corporation or in connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification in connection with a proceeding by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding.
     8.2 Determination of Indemnification. Unless ordered by a court, the Corporation shall not indemnify a director, officer, employee or agent under Section 8.1 unless authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is permissible in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1. The determination shall be made:
     (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
     (ii) by a committee of such Directors designated by majority vote of such directors, even though less than a quorum; or
     (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion; or

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     (iv) by the stockholders.
Authorization of indemnification or an obligation to indemnify and an evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (iii) of this Section 8.2 to select counsel.
     8.3 Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 8.1 or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
     8.4 Advance Payment. A corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if the director, officer, employee or agent furnishes the Corporation both a written affirmation of his good-faith belief that he has met the standard of conduct set forth in Section 8.1 and a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification by the Corporation as authorized in this Article.
     8.5 Stockholder-Approved Indemnification. A resolution approved by a majority of the votes entitled to be cast (and not a majority of all shares entitled to vote) shall permit the Corporation to indemnify or obligate itself to indemnify a director, officer, employee or agent made a party to a proceeding, including a proceeding brought by or in the right of the Corporation, without regard to the limitations set forth in this Article 8. The Corporation shall

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not indemnify a director, officer, employee or agent under this Section 8.5, however, for any liability incurred in a proceeding in which the director, officer, employee or agent is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation: (a) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) for acts or omissions that involve intentional misconduct or a knowing violation of law; (c) for the types of liability set forth in the Delaware General Corporation Law Section 145 or any successor provision thereto; or (d) for any transaction from which he received an improper personal benefit.
     8.6 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in that capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 8.

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     8.7 Survival of Indemnification Following Death or Termination. The indemnification and advancement of expenses provided by or granted pursuant to this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE 9.
MISCELLANEOUS
     9.1 Inspection of Books. (a) A stockholder (defined in (c) below) may inspect and copy, during regular business hours at the corporation’s principal office, the following if he gives the Corporation written notice of his demand at least five (5) business days prior to the requested date of inspection: (1) the Corporation’s Certificate of Incorporation and all amendments to them currently in effect; (2) the Corporation’s Bylaws and all amendments to them currently in effect; (3) resolutions adopted by either its stockholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence addresses of all members of the board of directors; (4) Resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; and any resolutions adopted by the board of directors that affect the size of the board of directors; (5) the minutes of all stockholders’ meetings, executed waivers of notice of meetings, and executed written consents evidencing all action taken by stockholders without a meeting, for the previous three years; (6) all written communications to stockholders generally within the previous three years; (7) a list of the names and business addresses of its current directors and officers; and (8) its most recent annual franchise tax report delivered to the Secretary of State under Section 502 of the Delaware General Corporation Law. (b) A stockholder may inspect and copy, during

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regular business hours at a reasonable location specified by the Corporation (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the stockholders, and records of action taken by the stockholders or Board of Directors without a meeting, to the extent not subject to inspection under Section 9.1(a); (2) accounting records of the Corporation; (3) the record of stockholders. A stockholder may inspect these records of the Corporation only if: (i) his demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a stockholder; (ii) he describes with reasonable particularity his purpose and the records he desires to inspect; (iii) the records are directly connected with his purpose; and (iv) the records are to be used only for the stated purpose. In addition, any stockholder owning two percent (2%) or less of the shares outstanding shall be liable for any expenses of any kind incurred by any party consequent to such inspection, including legal expenses incurred by the Corporation.
     9.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine. In the event that it is inconvenient at any time to use the corporate seal of the Corporation, the words “Seal” or “Corporate Seal” enclosed in parentheses or scroll shall be deemed the corporate seal of the Corporation.

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     9.3 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.
ARTICLE 10.
AMENDMENTS
     10.1 Certificate of Incorporation. An amendment to the Certificate of Incorporation that changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement prescribed in the provision being amended.
     10.2 Bylaws. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board of Directors, unless the stockholders, in amending or repealing a particular Bylaw, expressly provide that the Board of Directors may not amend or repeal that Bylaw, or unless otherwise provided in the Certificate of Incorporation or these Bylaws. If such action is to be taken at a meeting of the stockholders, notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting. The stockholders may amend or repeal the Corporation’s Bylaws, or adopt new Bylaws, even though the Bylaws may also be amended or repealed by the Board of Directors.
     10.3 Quorum and Voting Requirements for Stockholders. A Bylaw that fixes a greater quorum or voting requirement for stockholders may not be adopted, amended or repealed by the Board of Directors.
     10.4 Quorum and Voting Requirements for Board of Directors. A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors (1) may be adopted, amended or

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repealed by the stockholders only by the affirmative vote of a majority of the votes entitled to be cast; or (2) may be adopted, amended or repealed by the directors only by a majority of the entire Board of Directors.

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EX-3.5 6 g05435exv3w5.htm EX-3.5 CERTIFICATE OF INCORPORATION CMP KC CORP. EX-3.5 CERTIFICATE OF INCORPORATION CMP KC CORP.
 

Exhibit 3.5
CERTIFICATE OF INCORPORATION
OF
CMP KC CORP.
          I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:
          FIRST: The name of the corporation (the “Corporation”) is CMP KC Corp.
          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Now Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
          THIRD: The purpose of the Corporation is to engage in any lawful actor activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
          FOURTH: The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $.01 per share.
          FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.
          SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in affect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeat or modification.

 

 

          SEVENTH: Each pawn who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
          EIGHTH: in furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.
          NINTH: The Corporation reserves the right at any time and from time to time to amend, alto, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or

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any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.
          TENTH. The name and mailing address of the incorporator are:
Lewis W. Dickey, Jr.
3535 Piedmont Road
Building 14 — 14th Floor
Atlanta, Georgia 30305
          IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, do hereby execute this Certificate: of Incorporation this 24th day of October, 2005.
         
     
  /s/ Lewis W. Dickey, Jr.    
  Lewis W. Dickey, Jr., Incorporator   
     
 

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EX-3.6 7 g05435exv3w6.htm EX-3.6 BYLAWS OF CMP KC CORP. EX-3.6 BYLAWS OF CMP KC CORP.
 

Exhibit 3.6
BYLAWS
OF
CMP KC CORP.
ARTICLE 1.
OFFICES
     1.1 Offices. CMP KC Corp. (the “Corporation”) shall maintain at all times a registered office in the State of Delaware and a registered agent at that address, but may have other offices located within or without the State of Delaware as the Board of Directors may determine.
     1.2 Registered Agent. The name of the Registered Agent and the agent’s address (“Registered Office”) where process may be served upon the Corporation are as follows: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
     2.1 Place and Time of Meetings. A meeting of the stockholders shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors or the stockholders may from time to time select. If no place is selected, the meeting shall be at the principal office of the Corporation.
     2.2 Annual Meeting. An annual meeting of the stockholders shall be held at such date, time and place, within or without the State of Delaware, as the Board of Directors shall designate and state in the notice of the meeting.

 

 

     2.3 Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors, by the Chairman of the Board or the President, or by the holder or holders of not less than fifteen percent (15%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Such stockholders must sign, date, and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is held. Special stockholders’ meetings shall be held at a place designated by the Board of Directors, within or without the State of Delaware.
     2.4 Record Date. The Board of Directors shall fix in advance a date as the record date for a determination of stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, such date shall not be more than sixty (60) nor less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken.
     2.5 Notice of Meeting. Written notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Chairman of the Board or the President or the other person or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. In the case of an annual meeting considering an amendment to the Certificate of Incorporation or these Bylaws for which stockholder approval is required, a merger, share exchange, sale, lease, exchange, or other disposition of all or substantially all the Corporation’s assets, or dissolution, the meeting notice must state that one of the purposes of the meeting is consideration of such a matter and must be accompanied by a copy or summary of the amendment or plan. Written

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notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph, or other form of wire or wireless communication. If mailed, notice shall be deemed to be delivered when deposited in the United States mail with first-class postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation.
     2.6 Waiver of Notice. Notice of a meeting need not be given to any stockholder who signs a waiver of notice, in person or by proxy, either before or after the date and time stated in the notice. Waiver must be in writing and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records. Attendance of a stockholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to: (1) lack of notice or defective notice of a meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) consideration at the meeting of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. Neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a stockholder of the notice of a meeting of stockholders with respect to an amendment of the Certificate of Incorporation, a plan of merger or share exchange, a sale of assets, or any other action which would entitle the stockholder to dissent and obtain payment for his shares shall not be effective unless: (a) prior to execution of the waiver, the stockholder is furnished with the same material required to be sent to the stockholder in a notice of the meeting, including notice of any applicable dissenters’ rights; or (b) the waiver expressly waives the right to receive the materials required to be furnished.

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     2.7 Quorum. Except as may be provided in the Certificate of Incorporation and subject to Article 10 hereof, a majority of the shares entitled to be cast on a matter by the voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. Once a share is represented at a meeting for any purpose other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.
     2.8 Voting Rights. Except as otherwise provided by law or in the Certificate of Incorporation, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders.
     2.9 Vote Required to Carry Action. Except as provided in Article 10 hereof, if a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. Directors are elected at the annual meeting by a plurality of the votes cast by shares entitled to vote in the election.
     2.10 Proxies. A stockholder may vote his shares in person or by proxy. A stockholder may appoint a proxy by executing a writing which authorizes another person or persons to vote or otherwise act on the stockholder’s behalf. Execution may be accomplished by any reasonable means, including facsimile telecommunication. A proxy is effective when received by the officer authorized to tabulate votes and is valid for three (3) years from the date of its execution, unless a longer period is expressly provided in the appointment form. An appointment of proxy is revocable by a stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

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     2.11 Adjournment. Any meeting of the stockholders may be adjourned by the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present. Notice of an adjourned meeting or of the business to be transacted at such meeting shall not be necessary, provided the date, time, and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and provided that the new date is not more than thirty (30) days after the date of the original meeting. If the new meeting date is more than thirty (30) days after the date fixed for the original meeting, the Board shall fix a new record date, and notice must be given to persons who are stockholders as of the new record date. At an adjourned meeting at which a quorum is present or represented, any business that could have been transacted at the meeting originally called may be transacted, unless a new record date is or must be set forth for that adjourned meeting.
     2.12 Action by Consent of Stockholders. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take action at a meeting at which all stockholders entitled to vote were present and voted. Action with respect to the election of directors as to which stockholders would be entitled to cumulative voting may be taken without a meeting only by written consent of all the stockholders entitled to vote on the action. If action is taken by less than all of the stockholders entitled to vote on the action, all voting stockholders on the record date who did not participate in taking the action shall be given written notice of the action, together with the materials required for valid written consent, not more than ten (10) days after the taking of the action without a meeting. The action must be evidenced by one or more written consents describing the action

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taken, signed by the stockholders entitled to take action without a meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. All consenting stockholders shall be furnished with the same required material that would have been sent to the stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action, including notice of any applicable dissenters’ rights, unless the written consent contains an express waiver of the right to receive materials otherwise required to be furnished. A consent signed by a stockholder has the effect of a vote taken at a meeting and may be described as such in any document.
          If notice of an action by stockholders is required to be given to nonvoting stockholders and the action is taken by voting stockholders without a meeting, the Corporation shall give its nonvoting stockholders written notice of the action not more than ten (10) days after the taking of action without a meeting. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.
ARTICLE 3.
DIRECTORS
     3.1 Number, Qualification and Term of Office. The business and affairs of the Corporation shall be managed by a Board of Directors, which may consist of a single member. The exact number of directors may be established or changed from time to time, by resolution of the Board of Directors or the stockholders. The terms of the preceding sentence may be amended to deprive the stockholders of the authority granted thereby only by vote of or consent of the stockholders. The directors shall be natural persons of the age of eighteen (18) years or older, but need not be residents of the State of Delaware or hold shares of stock in the Corporation. The terms of the initial directors of the Corporation will expire at the first

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stockholders’ meeting at which directors are elected. Each director shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     3.2 Vacancies. A vacancy occurring on the Board of Directors shall be filled by the stockholders or by the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of stockholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy. A director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. A vacancy that will occur at a specific later date (including but not limited to a resignation that specifies a later date) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
     3.3 Removal of Directors. Any or all of the directors of the Corporation may be removed at any time, with or without cause, by the holders of a majority in voting power of the issued and outstanding voting stock of the Corporation. If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove him. A director may be removed by the stockholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
     3.4 Compensation. The Board of Directors may fix the compensation of directors.
ARTICLE 4.
MEETINGS OF THE BOARD

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     4.1 Place and Time of Meetings. Regular or special meetings of the Board of Directors may be held at such time and place within or without the State of Delaware as the Board of Directors may from time to time designate.
     4.2 Annual Meeting. The Board of Directors shall meet each year immediately following the annual meeting of the stockholders, or at such other time or place as the Board of Directors shall designate. Written notice of annual meetings of the Board of Directors shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication.
     4.3 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President and shall be called by the President or the Secretary upon the written request of twenty-five percent (25%) of the Board of Directors, on one day’s written notice to each director by whom such notice is not waived. Notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication, and need not describe the business to be transacted at, nor the purpose of, the special meeting.
     4.4 Waiver of Notice. A director may waive any notice either before or after the date and time stated in the notice. Such a waiver must be in writing, signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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     4.5 Quorum. A quorum of the Board of Directors consists of a majority of the number of directors then in office. If a quorum is present, the acts of a majority of the directors in attendance shall be the acts of the Board of Directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) that director objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or to transacting business at the meeting; (b) the dissent or abstention of that director from the action taken is entered into the minutes of the meeting; or (c) that director delivers written notice of dissent or abstention to the presiding officer of the meeting before, or to the Corporation immediately after, adjournment of the meeting. The right of dissent is not available to a director who votes in favor of an action taken.
     4.6 Adjournment. A meeting of the Board of Directors may be adjourned by a majority of the directors present, whether or not a quorum exists. Notice of the time and the place of the adjourned meeting and of the business to be transacted thereat, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
     4.7 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consent shall have the effect of a unanimous vote at a meeting at which all directors entitled to vote were present and voted, and may be described as such in any document.

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     4.8 Participation in Meetings Other Than in Person. Members of the Board of Directors may participate in a meeting of the Board by any means of communication by which all persons participating in the meeting can hear each other. Participation in a meeting in such manner shall constitute presence in person at such meeting.
ARTICLE 5.
COMMITTEES
     5.1 Formation and Powers. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve thereon. To the extent specified by the Board of Directors, each committee may exercise all of the powers of the Board of Directors in the management of the business affairs of the Corporation. However, a committee shall not have the power to: (i) approve or propose to stockholders action that the Delaware General Corporation Law requires to be approved by stockholders; (ii) fill vacancies on the Board of Directors or on any of its committees; (iii) amend the Certificate of Incorporation pursuant to Sections 241 et seq. of the Delaware General Corporation Law, as it may hereafter be amended; (iv) adopt, amend or repeal these Bylaws; or (v) approve a plan of merger not requiring stockholder approval.
     5.2 Removal. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, to fill vacancies on any committee, and to dissolve any committee.
ARTICLE 6.
OFFICERS
     6.1 Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a Treasurer, and a Secretary and, if deemed by the Board of Directors of the Corporation to be necessary or appropriate to conduct the business of the Corporation, a Chairman of the

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Board and one or more Vice Presidents. Two or more offices may be held by the same person. The officers shall be elected by the directors or, when specifically provided herein, may be appointed by the President or the Chairman of the Board, and each officer shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.2 Chairman of the Board. If elected by the Board of Directors, the Chairman of the Board shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders and shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless the Board of Directors, in constituting such committees, shall designate or elect some other person to be the chairman thereof. The Chairman of the Board shall have the authority to execute agreements, instruments and other documents on behalf of the Corporation and shall have such other duties as the Board of Directors shall designate.
     6.3 Chief Executive Officer. Unless otherwise specified by the Board of Directors, the Chief Executive Officer shall be the chief operating officer of the Corporation and shall have the responsibility for the general supervision of the business affairs of the Corporation. In the absence of a Chairman of the Board, he shall serve as chief executive officer of the Corporation. He shall, if also a director and in the absence of a Chairman of the Board, preside at all meetings of stockholders and directors and discharge the duties of a presiding officer, shall present at each annual meeting of the stockholders a report of the business of the Corporation for the preceding fiscal year, and shall perform whatever other duties the Board of Directors may from time to time prescribe.

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     6.4 Secretary. The Secretary shall have the responsibility for preparing minutes of all meetings of the stockholders and directors, and for authenticating records of the Corporation, and shall have charge of the minute books, stock books and seal of the Corporation, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the Chief Executive Officer or the Board of Directors.
     6.5 Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the Chief Executive Officer, and shall perform whatever other duties the Board of Directors may from time to time prescribe.
     6.6 Vice President. In the absence or disability of the President, the Vice Presidents, if any, elected by the Board of Directors, shall perform the duties and exercise the powers of the President. The Vice Presidents shall perform such other duties and have such other powers as the President, the Chairman of the Board or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the Chief Executive Officer shall disburse to the Vice Presidents in such specified order of seniority.
     6.7 Assistant Secretary. Assistants to the Secretary may be appointed, and shall have such duties as shall be delegated to them, by the Chairman of the Board, the Chief Executive Officer, the Secretary or the Board of Directors.
     6.8 Vacancies. Vacancies which occur in any of the executive offices by death, resignation, or otherwise, may be filled by the Board of Directors. An officer so selected shall hold office for the remainder of the term of the officer vacating such office and until his

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successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.9 Salaries. The Board of Directors shall fix the salaries of the officers of the Corporation. The salaries of other agents and employees of the Corporation may be fixed by the Board of Directors or by an officer to whom that function has been delegated by the Board.
     6.10 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.
     6.11 Removal of Officers and Agents. An officer or agent of the Corporation may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation will be served by the removal. The removal shall be without prejudice to the contract rights, if any, of the person so removed.
     6.12 Interested Officer Transactions. An interested officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another corporation, partnership, association, or other entity which is a party to a contract or transaction with the Corporation. Transactions involving such an officer are governed by Section 144 of the Delaware General Corporation Law, as may be amended.
ARTICLE 7.
CAPITAL STOCK
     7.1 Certificates. The interest of each stockholder may be evidenced by a certificate or certificates representing shares of stock of the Corporation, which shall be in such form as the Board of Directors may from time to time adopt, shall be numbered and shall be entered in the books of the Corporation as they are issued. Each share certificate shall state, on its face, the name of the Corporation and that it is organized under the laws of Delaware, the name of the

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person to whom it is issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. Also, each certificate may bear the seal of the Corporation or a facsimile thereof and shall be signed, either manually or in facsimile, by any one of the following: the Chairman of the Board, the President, the Secretary or an Assistant Secretary, or other officer designated by the Board of Directors for such purpose. If the certificate is signed in facsimile, it must be countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. The transfer agent or registrar may sign either manually or by facsimile.
     7.2 Certificateless Shares. The Board of Directors of the Corporation may authorize the issuance of some or all of the shares of stock, of any or all of its classes or series, without certificates. Within a reasonable time after the issue or transfer of the shares without certificates, the Corporation shall send the stockholder to whom a share is to be issued a written statement specifying the name of the Corporation, that the Corporation is organized under the laws of Delaware, the name of the person to whom the shares are issued or transferred, the number and class of shares and the designation of the series, if any, that the certificate represents, and any applicable restriction on the transfer of such shares.
     7.3 Registry. The Corporation shall keep or cause to be kept a record of stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of shares showing the number and class of shares held by each.
     7.4 Transfers. Transfers of stock shall be made on the books of the Corporation only by the person named on the certificate, or by an attorney, and upon surrender of the certificate therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.6 of these Bylaws.

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     7.5 Registered Owner. The Corporation shall be entitled to treat the holder of record of any share of stock of the Corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
     7.6 Lost Certificates. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of such claim in such manner as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.
ARTICLE 8.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
     8.1 Indemnification. The Corporation shall indemnify any person who was or is a party to a proceeding because he is or was a director, officer, employee or agent of the Corporation against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth in the immediately preceding sentence. No indemnification, however, shall be made in favor of any director, officer, employee or agent in

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connection with a proceeding by or in the right of the Corporation in which the director, officer, employee or agent was adjudged liable to the Corporation or in connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification in connection with a proceeding by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding.
     8.2 Determination of Indemnification. Unless ordered by a court, the Corporation shall not indemnify a director, officer, employee or agent under Section 8.1 unless authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is permissible in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1. The determination shall be made:
     (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
     (ii) by a committee of such Directors designated by majority vote of such directors, even though less than a quorum; or
     (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion; or
     (iv) by the stockholders.
Authorization of indemnification or an obligation to indemnify and an evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (iii) of this Section 8.2 to select counsel.

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     8.3 Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 8.1 or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
     8.4 Advance Payment. A corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if the director, officer, employee or agent furnishes the Corporation both a written affirmation of his good-faith belief that he has met the standard of conduct set forth in Section 8.1 and a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification by the Corporation as authorized in this Article.
     8.5 Stockholder-Approved Indemnification. A resolution approved by a majority of the votes entitled to be cast (and not a majority of all shares entitled to vote) shall permit the Corporation to indemnify or obligate itself to indemnify a director, officer, employee or agent made a party to a proceeding, including a proceeding brought by or in the right of the Corporation, without regard to the limitations set forth in this Article 8. The Corporation shall not indemnify a director, officer, employee or agent under this Section 8.5, however, for any liability incurred in a proceeding in which the director, officer, employee or agent is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation: (a) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) for acts or omissions that involve intentional misconduct or a knowing violation of law; (c) for the types of liability set forth in the Delaware General Corporation Law Section 145 or any

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successor provision thereto; or (d) for any transaction from which he received an improper personal benefit.
     8.6 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in that capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 8.
     8.7 Survival of Indemnification Following Death or Termination. The indemnification and advancement of expenses provided by or granted pursuant to this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE 9.
MISCELLANEOUS
     9.1 Inspection of Books. (a) A stockholder (defined in (c) below) may inspect and copy, during regular business hours at the corporation’s principal office, the following if he gives the Corporation written notice of his demand at least five (5) business days prior to the requested date of inspection: (1) the Corporation’s Certificate of Incorporation and all amendments to them currently in effect; (2) the Corporation’s Bylaws and all amendments to them currently in effect; (3) resolutions adopted by either its stockholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence

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addresses of all members of the board of directors; (4) Resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; and any resolutions adopted by the board of directors that affect the size of the board of directors; (5) the minutes of all stockholders’ meetings, executed waivers of notice of meetings, and executed written consents evidencing all action taken by stockholders without a meeting, for the previous three years; (6) all written communications to stockholders generally within the previous three years; (7) a list of the names and business addresses of its current directors and officers; and (8) its most recent annual franchise tax report delivered to the Secretary of State under Section 502 of the Delaware General Corporation Law. (b) A stockholder may inspect and copy, during regular business hours at a reasonable location specified by the Corporation (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the stockholders, and records of action taken by the stockholders or Board of Directors without a meeting, to the extent not subject to inspection under Section 9.1(a); (2) accounting records of the Corporation; (3) the record of stockholders. A stockholder may inspect these records of the Corporation only if: (i) his demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a stockholder; (ii) he describes with reasonable particularity his purpose and the records he desires to inspect; (iii) the records are directly connected with his purpose; and (iv) the records are to be used only for the stated purpose. In addition, any stockholder owning two percent (2%) or less of the shares outstanding shall be liable for any expenses of any kind incurred by any party consequent to such inspection, including legal expenses incurred by the Corporation.

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     9.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine. In the event that it is inconvenient at any time to use the corporate seal of the Corporation, the words “Seal” or “Corporate Seal” enclosed in parentheses or scroll shall be deemed the corporate seal of the Corporation.
     9.3 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.
ARTICLE 10.
AMENDMENTS
     10.1 Certificate of Incorporation. An amendment to the Certificate of Incorporation that changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement prescribed in the provision being amended.
     10.2 Bylaws. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board of Directors, unless the stockholders, in amending or repealing a particular Bylaw, expressly provide that the Board of Directors may not amend or repeal that Bylaw, or unless otherwise provided in the Certificate of Incorporation or these Bylaws. If such action is to be taken at a meeting of the stockholders, notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting. The stockholders may amend or repeal the Corporation’s Bylaws, or adopt new Bylaws, even though the Bylaws may also be amended or repealed by the Board of Directors.

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     10.3 Quorum and Voting Requirements for Stockholders. A Bylaw that fixes a greater quorum or voting requirement for stockholders may not be adopted, amended or repealed by the Board of Directors.
     10.4 Quorum and Voting Requirements for Board of Directors. A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors (1) may be adopted, amended or repealed by the stockholders only by the affirmative vote of a majority of the votes entitled to be cast; or (2) may be adopted, amended or repealed by the directors only by a majority of the entire Board of Directors.

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EX-3.7 8 g05435exv3w7.htm EX-3.7 CERTIFICATE OF FORMATION OF CMP HOUSTON-KC, LLC EX-3.7 CERTIFICATE OF FORMATION OF CMP HOUSTON-KC
 

Exhibit 3.7
CERTIFICATE OF FORMATION
OF
CMP HOUSTON-KC, LLC
AS AMENDED, OCTOBER 24, 2005
     1. The name of the limited liability company is CMP Houston-KC, LLC.
     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CMP Kansas City, LLC this 27th day of September, 2005.
         
     
  /s/ Lewis W. Dickey, Jr.    
  Authorized Person   
     
 

EX-3.8 9 g05435exv3w8.htm EX-3.8 LIMITED LIABILITY COMPANY DECLARATION EX-3.8 LIMITED LIABILITY COMPANY DECLARATION
 

Exhibit 3.8
LIMITED LIABILITY COMPANY
DECLARATION OF
CMP HOUSTON-KC, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
     CMP KC Corp., a Delaware corporation (the “Member”), has established a limited liability company (the “Company”) under the laws of its state of organization, and makes the following declarations in connection therewith:
     1. Formation. The Company has been organized as a limited liability company by filing a Certificate of Formation (the “Certificate”) under and pursuant to the Limited Liability Company Act of the State of Delaware.
     2. Name. The name of the Company is as provided in the heading above and all Company business must be conducted in that name or such other names that may be selected by the Member and that comply with applicable law.
     3. Registered Office; Registered Agent; Offices. The registered office and registered agent of the Company in its state of formation shall be as specified in the Certificate or as designated by the Member in the manner provided by applicable law.
     4. Purpose. The purpose of the Company is to engage in any and all businesses that are not forbidden by the law of the jurisdiction(s) in which the Company engages in such businesses.
     5. Interest Units. The Member’s interest in the profits, losses or distributions of the Company shall be represented by units (“Units”). Each Unit shall represent an interest in the profits, losses and distributions of the Company and shall be identical in all respects with every other Unit. The Units shall be certificated. The number of Units allocated to the Member are set forth on Exhibit A hereto. Exhibit A shall be updated, as necessary, from time to time by the Member.
     6. Investment Intent Representation. The Member represents that it has acquired the Units with knowledge that the Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available; that it is purchasing the Units for its own account and without a view towards resale or distribution thereof; that it will not resell or otherwise dispose of all or any part of the Units, except as permitted by law, including, without limitation, any regulations under the Securities Act. There is no public or other market for the Units, and it is not anticipated that such a market will ever develop. The Member understands that for the foregoing reasons, it will be required to retain ownership of the Units and bear the economic risk of this investment for an indefinite period.

 

 

     7. Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction other than its state of formation, the Member shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction, if it is deemed legally necessary to so qualify.
     8. Designation of Management; Authority of Management. The officers of the Company designated shall be designated as managers of the Company by the member.
     9. Standard of Care; Liability for Certain Acts. The Member and the Managers shall act in a manner that it or they believe in good faith to be in the best interest of the Company and with such care as an ordinarily prudent person in a like position would exercise under similar circumstances. The Member and the Managers shall not be liable to the Company for any action taken in managing the business or affairs of the Company if it or they performed the duties of their offices in compliance with the standard contained in this section. The Member and Managers shall not be liable to the Company for any loss or damage sustained by the Company except loss or damage resulting from (i) its intentional misconduct or knowing violation of law, (ii) a transaction in which the Member or Managers received a personal benefit in violation or breach of the provisions of this Declaration, or (iii) a failure to act in good faith and in a manner it reasonably believed to be in the best interests of the Company and consistent with the provisions of this Declaration.
     10. Term. The Company commenced on the effective date of the Certificate and shall have a term that is coextensive with the term of the Member.
     11. Tax Classification. The Company shall not be treated as an association taxable as a corporation for federal and state income tax purposes.
     12. Limited Liability. The Member and Managers shall have no liability for the debts and obligations of the Company.
     13. Capital Contributions. The Member shall make such capital contributions to the Company as it may, in its sole discretion, deem necessary or appropriate.
     14. No Third-Party Rights. Nothing in this declaration shall create any rights in favor of the Company or any third party.
     15. Amendment. This declaration may be amended from time to time by resolution of the Member.
******

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     Executed as of the 31st day of October, 2005.
             
    CMP KC CORP., a Delaware limited liability company    
             
 
  By:   /s/     
 
           

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EXHIBIT A
Membership Units
                 
            % of
Member   No. of Units Issued   Outstanding Units
CMP KC Corp.
     100       100 %
Total
     100       100 %
 
                

4

EX-3.9 10 g05435exv3w9.htm EX-3.9 CERTIFICATE OF INCORPORATION OF CMP MERGER CO. EX-3.9 CERTIFICATE OF INCORPORATION OF CMP MERGER
 

Exhibit 3.9
CERTIFICATE OF INCORPORATION
OF
CMP MERGER CO.
          I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows:
          FIRST: The name of the corporation (the “Corporation”) is CMP Merger Co.
          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.
          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
          FOURTH: The total number of shares which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $.01 per share.
          FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.
          SIXTH: To the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.
          

 

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          SEVENTH: Each person who is or was or had agreed to become a director or officer of the Corporation (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
          EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional by-laws and may alter, amend or repeal any by-law whether adopted by them or otherwise. The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.
          NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present

 

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form or as hereafter amended are granted subject to this reservation.
          TENTH: The name and mailing address of the incorporator are:
Lewis W. Dickey, Jr.
3535 Piedmont Road
Building 14 — 14th Floor
Atlanta, Georgia 30305
     IN WITNESS WHEREOF, I the undersigned, being the incorporator hereinabove named, do hereby execute this Certificate of Incorporation this 27th day of September, 2005.
         
 
  /s/ Lewis W. Dickey, Jr.    
 
       
 
  Lewis W. Dickey, Jr., Incorporator    

 

EX-3.10 11 g05435exv3w10.htm EX-3.10 BYLAWS OF CMP MERGER CO. EX-3.10 BYLAWS OF CMP MERGER CO.
 

Exhibit 3.10
BYLAWS
OF
CMP MERGER CO.
ARTICLE 1.
OFFICES
     1.1 Offices. CMP Merger Co. (the “Corporation”) shall maintain at all times a registered office in the State of Delaware and a registered agent at that address, but may have other offices located within or without the State of Delaware as the Board of Directors may determine.
     1.2 Registered Agent. The name of the Registered Agent and the agent’s address (“Registered Office”) where process may be served upon the Corporation are as follows: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
     2.1 Place and Time of Meetings. A meeting of the stockholders shall be held at such time and at such place, within or without the State of Delaware, as the Board of Directors or the stockholders may from time to time select. If no place is selected, the meeting shall be at the principal office of the Corporation.
     2.2 Annual Meeting. An annual meeting of the stockholders shall be held at such date, time and place, within or without the State of Delaware, as the Board of Directors shall designate and state in the notice of the meeting.

 

 

     2.3 Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors, by the Chairman of the Board or the President, or by the holder or holders of not less than fifteen percent (15%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Such stockholders must sign, date, and deliver to the Corporation’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is held. Special stockholders’ meetings shall be held at a place designated by the Board of Directors, within or without the State of Delaware.
     2.4 Record Date. The Board of Directors shall fix in advance a date as the record date for a determination of stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, such date shall not be more than sixty (60) nor less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken.
     2.5 Notice of Meeting. Written notice stating the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Chairman of the Board or the President or the other person or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. In the case of an annual meeting considering an amendment to the Certificate of Incorporation or these Bylaws for which stockholder approval is required, a merger, share exchange, sale, lease, exchange, or other disposition of all or substantially all the Corporation’s assets, or dissolution, the meeting notice must state that one of the purposes of the meeting is consideration of such a matter and must be accompanied by a copy or summary of the amendment or plan. Written

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notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph, or other form of wire or wireless communication. If mailed, notice shall be deemed to be delivered when deposited in the United States mail with first-class postage thereon prepaid, addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation.
     2.6 Waiver of Notice. Notice of a meeting need not be given to any stockholder who signs a waiver of notice, in person or by proxy, either before or after the date and time stated in the notice. Waiver must be in writing and delivered to the Corporation for inclusion in the minutes or for filing with the corporate records. Attendance of a stockholder at a meeting, either in person or by proxy, shall of itself constitute waiver of notice and waiver of any and all objections to: (1) lack of notice or defective notice of a meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) consideration at the meeting of a particular matter that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. Neither the business transacted nor the purpose of the meeting need be specified in the waiver, except that any waiver by a stockholder of the notice of a meeting of stockholders with respect to an amendment of the Certificate of Incorporation, a plan of merger or share exchange, a sale of assets, or any other action which would entitle the stockholder to dissent and obtain payment for his shares shall not be effective unless: (a) prior to execution of the waiver, the stockholder is furnished with the same material required to be sent to the stockholder in a notice of the meeting, including notice of any applicable dissenters’ rights; or (b) the waiver expressly waives the right to receive the materials required to be furnished.

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     2.7 Quorum. Except as may be provided in the Certificate of Incorporation and subject to Article 10 hereof, a majority of the shares entitled to be cast on a matter by the voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. Once a share is represented at a meeting for any purpose other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting.
     2.8 Voting Rights. Except as otherwise provided by law or in the Certificate of Incorporation, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders.
     2.9 Vote Required to Carry Action. Except as provided in Article 10 hereof, if a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action. Directors are elected at the annual meeting by a plurality of the votes cast by shares entitled to vote in the election.
     2.10 Proxies. A stockholder may vote his shares in person or by proxy. A stockholder may appoint a proxy by executing a writing which authorizes another person or persons to vote or otherwise act on the stockholder’s behalf. Execution may be accomplished by any reasonable means, including facsimile telecommunication. A proxy is effective when received by the officer authorized to tabulate votes and is valid for three (3) years from the date of its execution, unless a longer period is expressly provided in the appointment form. An appointment of proxy is revocable by a stockholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

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     2.11 Adjournment. Any meeting of the stockholders may be adjourned by the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present. Notice of an adjourned meeting or of the business to be transacted at such meeting shall not be necessary, provided the date, time, and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and provided that the new date is not more than thirty (30) days after the date of the original meeting. If the new meeting date is more than thirty (30) days after the date fixed for the original meeting, the Board shall fix a new record date, and notice must be given to persons who are stockholders as of the new record date. At an adjourned meeting at which a quorum is present or represented, any business that could have been transacted at the meeting originally called may be transacted, unless a new record date is or must be set forth for that adjourned meeting.
     2.12 Action by Consent of Stockholders. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if the action is taken by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take action at a meeting at which all stockholders entitled to vote were present and voted. Action with respect to the election of directors as to which stockholders would be entitled to cumulative voting may be taken without a meeting only by written consent of all the stockholders entitled to vote on the action. If action is taken by less than all of the stockholders entitled to vote on the action, all voting stockholders on the record date who did not participate in taking the action shall be given written notice of the action, together with the materials required for valid written consent, not more than ten (10) days after the taking of the action without a meeting. The action must be evidenced by one or more written consents describing the action

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taken, signed by the stockholders entitled to take action without a meeting and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. All consenting stockholders shall be furnished with the same required material that would have been sent to the stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action, including notice of any applicable dissenters’ rights, unless the written consent contains an express waiver of the right to receive materials otherwise required to be furnished. A consent signed by a stockholder has the effect of a vote taken at a meeting and may be described as such in any document.
     If notice of an action by stockholders is required to be given to nonvoting stockholders and the action is taken by voting stockholders without a meeting, the Corporation shall give its nonvoting stockholders written notice of the action not more than ten (10) days after the taking of action without a meeting. Such notice shall contain or be accompanied by the same material that would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.
ARTICLE 3.
DIRECTORS
     3.1 Number, Qualification and Term of Office. The business and affairs of the Corporation shall be managed by a Board of Directors, which may consist of a single member. The exact number of directors may be established or changed from time to time, by resolution of the Board of Directors or the stockholders. The terms of the preceding sentence may be amended to deprive the stockholders of the authority granted thereby only by vote of or consent of the stockholders. The directors shall be natural persons of the age of eighteen (18) years or older, but need not be residents of the State of Delaware or hold shares of stock in the Corporation. The terms of the initial directors of the Corporation will expire at the first

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stockholders’ meeting at which directors are elected. Each director shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     3.2 Vacancies. A vacancy occurring on the Board of Directors shall be filled by the stockholders or by the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of stockholders, only the holders of shares of that voting group or the remaining directors elected by that voting group are entitled to vote to fill the vacancy. A director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office. A vacancy that will occur at a specific later date (including but not limited to a resignation that specifies a later date) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
     3.3 Removal of Directors. Any or all of the directors of the Corporation may be removed at any time, with or without cause, by the holders of a majority in voting power of the issued and outstanding voting stock of the Corporation. If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove him. A director may be removed by the stockholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
     3.4 Compensation. The Board of Directors may fix the compensation of directors.
ARTICLE 4.
MEETINGS OF THE BOARD

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     4.1 Place and Time of Meetings. Regular or special meetings of the Board of Directors may be held at such time and place within or without the State of Delaware as the Board of Directors may from time to time designate.
     4.2 Annual Meeting. The Board of Directors shall meet each year immediately following the annual meeting of the stockholders, or at such other time or place as the Board of Directors shall designate. Written notice of annual meetings of the Board of Directors shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication.
     4.3 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the President and shall be called by the President or the Secretary upon the written request of twenty-five percent (25%) of the Board of Directors, on one day’s written notice to each director by whom such notice is not waived. Notice shall be given personally, by mail, by private courier, by facsimile transmission, or by telephone, telegraph or other form of wire or wireless communication, and need not describe the business to be transacted at, nor the purpose of, the special meeting.
     4.4 Waiver of Notice. A director may waive any notice either before or after the date and time stated in the notice. Such a waiver must be in writing, signed by the director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Attendance of a director at a meeting shall constitute a waiver of notice of that meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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     4.5 Quorum. A quorum of the Board of Directors consists of a majority of the number of directors then in office. If a quorum is present, the acts of a majority of the directors in attendance shall be the acts of the Board of Directors. A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless: (a) that director objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or to transacting business at the meeting; (b) the dissent or abstention of that director from the action taken is entered into the minutes of the meeting; or (c) that director delivers written notice of dissent or abstention to the presiding officer of the meeting before, or to the Corporation immediately after, adjournment of the meeting. The right of dissent is not available to a director who votes in favor of an action taken.
     4.6 Adjournment. A meeting of the Board of Directors may be adjourned by a majority of the directors present, whether or not a quorum exists. Notice of the time and the place of the adjourned meeting and of the business to be transacted thereat, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
     4.7 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Such consent shall have the effect of a unanimous vote at a meeting at which all directors entitled to vote were present and voted, and may be described as such in any document.

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     4.8 Participation in Meetings Other Than in Person. Members of the Board of Directors may participate in a meeting of the Board by any means of communication by which all persons participating in the meeting can hear each other. Participation in a meeting in such manner shall constitute presence in person at such meeting.
ARTICLE 5.
COMMITTEES
     5.1 Formation and Powers. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve thereon. To the extent specified by the Board of Directors, each committee may exercise all of the powers of the Board of Directors in the management of the business affairs of the Corporation. However, a committee shall not have the power to: (i) approve or propose to stockholders action that the Delaware General Corporation Law requires to be approved by stockholders; (ii) fill vacancies on the Board of Directors or on any of its committees; (iii) amend the Certificate of Incorporation pursuant to Sections 241 et seq. of the Delaware General Corporation Law, as it may hereafter be amended; (iv) adopt, amend or repeal these Bylaws; or (v) approve a plan of merger not requiring stockholder approval.
     5.2 Removal. The Board of Directors shall have power at any time to remove any member of any committee, with or without cause, to fill vacancies on any committee, and to dissolve any committee.
ARTICLE 6.
OFFICERS
     6.1 Generally. The officers of the Corporation shall consist of a Chief Executive Officer, a Treasurer, and a Secretary and, if deemed by the Board of Directors of the Corporation to be necessary or appropriate to conduct the business of the Corporation, a Chairman of the

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Board and one or more Vice Presidents. Two or more offices may be held by the same person. The officers shall be elected by the directors or, when specifically provided herein, may be appointed by the President or the Chairman of the Board, and each officer shall hold office for the term to which he is elected or appointed and until his successor has been elected or appointed, and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.2 Chairman of the Board. If elected by the Board of Directors, the Chairman of the Board shall be the chief executive officer of the Corporation. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders and shall be an ex-officio member of all standing committees and shall preside at meetings of such committees unless the Board of Directors, in constituting such committees, shall designate or elect some other person to be the chairman thereof. The Chairman of the Board shall have the authority to execute agreements, instruments and other documents on behalf of the Corporation and shall have such other duties as the Board of Directors shall designate.
     6.3 Chief Executive Officer. Unless otherwise specified by the Board of Directors, the Chief Executive Officer shall be the chief operating officer of the Corporation and shall have the responsibility for the general supervision of the business affairs of the Corporation. In the absence of a Chairman of the Board, he shall serve as chief executive officer of the Corporation. He shall, if also a director and in the absence of a Chairman of the Board, preside at all meetings of stockholders and directors and discharge the duties of a presiding officer, shall present at each annual meeting of the stockholders a report of the business of the Corporation for the preceding fiscal year, and shall perform whatever other duties the Board of Directors may from time to time prescribe.

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     6.4 Secretary. The Secretary shall have the responsibility for preparing minutes of all meetings of the stockholders and directors, and for authenticating records of the Corporation, and shall have charge of the minute books, stock books and seal of the Corporation, and shall perform such other duties and have such other powers as may from time to time be delegated to him by the Chief Executive Officer or the Board of Directors.
     6.5 Treasurer. The Treasurer shall be charged with the management of the financial affairs of the Corporation, shall have the power to recommend action concerning the Corporation’s affairs to the Chief Executive Officer, and shall perform whatever other duties the Board of Directors may from time to time prescribe.
     6.6 Vice President. In the absence or disability of the President, the Vice Presidents, if any, elected by the Board of Directors, shall perform the duties and exercise the powers of the President. The Vice Presidents shall perform such other duties and have such other powers as the President, the Chairman of the Board or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the Chief Executive Officer shall disburse to the Vice Presidents in such specified order of seniority.
     6.7 Assistant Secretary. Assistants to the Secretary may be appointed, and shall have such duties as shall be delegated to them, by the Chairman of the Board, the Chief Executive Officer, the Secretary or the Board of Directors.
     6.8 Vacancies. Vacancies which occur in any of the executive offices by death, resignation, or otherwise, may be filled by the Board of Directors. An officer so selected shall hold office for the remainder of the term of the officer vacating such office and until his

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successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, death or incapacity to serve.
     6.9 Salaries. The Board of Directors shall fix the salaries of the officers of the Corporation. The salaries of other agents and employees of the Corporation may be fixed by the Board of Directors or by an officer to whom that function has been delegated by the Board.
     6.10 Delegation of Duties. Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.
     6.11 Removal of Officers and Agents. An officer or agent of the Corporation may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation will be served by the removal. The removal shall be without prejudice to the contract rights, if any, of the person so removed.
     6.12 Interested Officer Transactions. An interested officer is one who is a party to a contract or transaction with the Corporation or who is an officer or director of, or has a financial interest in, another corporation, partnership, association, or other entity which is a party to a contract or transaction with the Corporation. Transactions involving such an officer are governed by Section 144 of the Delaware General Corporation Law, as may be amended.
ARTICLE 7.
CAPITAL STOCK
     7.1 Certificates. The interest of each stockholder may be evidenced by a certificate or certificates representing shares of stock of the Corporation, which shall be in such form as the Board of Directors may from time to time adopt, shall be numbered and shall be entered in the books of the Corporation as they are issued. Each share certificate shall state, on its face, the name of the Corporation and that it is organized under the laws of Delaware, the name of the

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person to whom it is issued, and the number and class of shares and the designation of the series, if any, that the certificate represents. Also, each certificate may bear the seal of the Corporation or a facsimile thereof and shall be signed, either manually or in facsimile, by any one of the following: the Chairman of the Board, the President, the Secretary or an Assistant Secretary, or other officer designated by the Board of Directors for such purpose. If the certificate is signed in facsimile, it must be countersigned by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. The transfer agent or registrar may sign either manually or by facsimile.
     7.2 Certificateless Shares. The Board of Directors of the Corporation may authorize the issuance of some or all of the shares of stock, of any or all of its classes or series, without certificates. Within a reasonable time after the issue or transfer of the shares without certificates, the Corporation shall send the stockholder to whom a share is to be issued a written statement specifying the name of the Corporation, that the Corporation is organized under the laws of Delaware, the name of the person to whom the shares are issued or transferred, the number and class of shares and the designation of the series, if any, that the certificate represents, and any applicable restriction on the transfer of such shares.
     7.3 Registry. The Corporation shall keep or cause to be kept a record of stockholders, in a form that permits preparation of a list of the names and addresses of all stockholders, in alphabetical order by class of shares showing the number and class of shares held by each.
     7.4 Transfers. Transfers of stock shall be made on the books of the Corporation only by the person named on the certificate, or by an attorney, and upon surrender of the certificate therefor, or in the case of a certificate alleged to have been lost, stolen or destroyed, upon compliance with the provisions of Section 7.6 of these Bylaws.

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     7.5 Registered Owner. The Corporation shall be entitled to treat the holder of record of any share of stock of the Corporation as the person entitled to vote such share, to receive any dividend or other distribution with respect to such share, and for all other purposes and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.
     7.6 Lost Certificates. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit or affirmation of such claim in such manner as the Board of Directors may require and shall, if the directors so require, give the Corporation a bond of indemnity in form and amount and with one or more sureties satisfactory to the Board of Directors, whereupon an appropriate new certificate may be issued in lieu of the one alleged to have been lost, stolen or destroyed.
ARTICLE 8.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
     8.1 Indemnification. The Corporation shall indemnify any person who was or is a party to a proceeding because he is or was a director, officer, employee or agent of the Corporation against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the Corporation, and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director, officer, employee or agent did not meet the standard of conduct set forth in the immediately preceding sentence. No indemnification, however, shall be made in favor of any director, officer, employee or agent in

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connection with a proceeding by or in the right of the Corporation in which the director, officer, employee or agent was adjudged liable to the Corporation or in connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him. Indemnification in connection with a proceeding by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding.
     8.2 Determination of Indemnification. Unless ordered by a court, the Corporation shall not indemnify a director, officer, employee or agent under Section 8.1 unless authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is permissible in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1. The determination shall be made:
     (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum; or
     (ii) by a committee of such Directors designated by majority vote of such directors, even though less than a quorum; or
     (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion; or
     (iv) by the stockholders.
Authorization of indemnification or an obligation to indemnify and an evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (iii) of this Section 8.2 to select counsel.

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     8.3 Successful Defense. To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 8.1 or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
     8.4 Advance Payment. A corporation may pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if the director, officer, employee or agent furnishes the Corporation both a written affirmation of his good-faith belief that he has met the standard of conduct set forth in Section 8.1 and a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification by the Corporation as authorized in this Article.
     8.5 Stockholder-Approved Indemnification. A resolution approved by a majority of the votes entitled to be cast (and not a majority of all shares entitled to vote) shall permit the Corporation to indemnify or obligate itself to indemnify a director, officer, employee or agent made a party to a proceeding, including a proceeding brought by or in the right of the Corporation, without regard to the limitations set forth in this Article 8. The Corporation shall not indemnify a director, officer, employee or agent under this Section 8.5, however, for any liability incurred in a proceeding in which the director, officer, employee or agent is adjudged liable to the Corporation or is subjected to injunctive relief in favor of the Corporation: (a) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (b) for acts or omissions that involve intentional misconduct or a knowing violation of law; (c) for the types of liability set forth in the Delaware General Corporation Law Section 145 or any

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successor provision thereto; or (d) for any transaction from which he received an improper personal benefit.
     8.6 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in that capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 8.
     8.7 Survival of Indemnification Following Death or Termination. The indemnification and advancement of expenses provided by or granted pursuant to this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE 9.
MISCELLANEOUS
     9.1 Inspection of Books. (a) A stockholder (defined in (c) below) may inspect and copy, during regular business hours at the corporation’s principal office, the following if he gives the Corporation written notice of his demand at least five (5) business days prior to the requested date of inspection: (1) the Corporation’s Certificate of Incorporation and all amendments to them currently in effect; (2) the Corporation’s Bylaws and all amendments to them currently in effect; (3) resolutions adopted by either its stockholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence

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addresses of all members of the board of directors; (4) Resolutions adopted by the Board of Directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; and any resolutions adopted by the board of directors that affect the size of the board of directors; (5) the minutes of all stockholders’ meetings, executed waivers of notice of meetings, and executed written consents evidencing all action taken by stockholders without a meeting, for the previous three years; (6) all written communications to stockholders generally within the previous three years; (7) a list of the names and business addresses of its current directors and officers; and (8) its most recent annual franchise tax report delivered to the Secretary of State under Section 502 of the Delaware General Corporation Law. (b) A stockholder may inspect and copy, during regular business hours at a reasonable location specified by the Corporation (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the stockholders, and records of action taken by the stockholders or Board of Directors without a meeting, to the extent not subject to inspection under Section 9.1(a); (2) accounting records of the Corporation; (3) the record of stockholders. A stockholder may inspect these records of the Corporation only if: (i) his demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a stockholder; (ii) he describes with reasonable particularity his purpose and the records he desires to inspect; (iii) the records are directly connected with his purpose; and (iv) the records are to be used only for the stated purpose. In addition, any stockholder owning two percent (2%) or less of the shares outstanding shall be liable for any expenses of any kind incurred by any party consequent to such inspection, including legal expenses incurred by the Corporation.

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     9.2 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine. In the event that it is inconvenient at any time to use the corporate seal of the Corporation, the words “Seal” or “Corporate Seal” enclosed in parentheses or scroll shall be deemed the corporate seal of the Corporation.
     9.3 Checks, Notes, Drafts, Etc. Checks, notes, drafts, acceptances, bills of exchange, and other orders or obligations for the payment of money shall be signed by such officer or officers or person or persons as the Board of Directors by resolution shall from time to time designate.
ARTICLE 10.
AMENDMENTS
     10.1 Certificate of Incorporation. An amendment to the Certificate of Incorporation that changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement prescribed in the provision being amended.
     10.2 Bylaws. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board of Directors, unless the stockholders, in amending or repealing a particular Bylaw, expressly provide that the Board of Directors may not amend or repeal that Bylaw, or unless otherwise provided in the Certificate of Incorporation or these Bylaws. If such action is to be taken at a meeting of the stockholders, notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting. The stockholders may amend or repeal the Corporation’s Bylaws, or adopt new Bylaws, even though the Bylaws may also be amended or repealed by the Board of Directors.

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     10.3 Quorum and Voting Requirements for Stockholders. A Bylaw that fixes a greater quorum or voting requirement for stockholders may not be adopted, amended or repealed by the Board of Directors.
     10.4 Quorum and Voting Requirements for Board of Directors. A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors (1) may be adopted, amended or repealed by the stockholders only by the affirmative vote of a majority of the votes entitled to be cast; or (2) may be adopted, amended or repealed by the directors only by a majority of the entire Board of Directors.

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EX-3.11 12 g05435exv3w11.htm EX-3.11 CERTIFICATE OF INCORPORATION OF SUSQUEHANNA MEDIA CO. EX-3.11 CERTIFICATE OF INCORPORATION
 

Exhibit 3.11
As Amended, as of May 14, 1993
CERTIFICATE OF INCORPORATION
OF
Susquehanna Media Co.
* * * * *
     1. The name of the corporation is
Susquehanna Media Co.
     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
     3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
     4. The total number of shares of stock which the corporation shall have authority to issue is One Million Two Hundred Ten Thousand (1,210,000) of which stock One Million One Hundred Thousand (1,100,000) shares of the par value of One Dollar ($1.00) each, amounting in the aggregate to One Million One Hundred Thousand Dollars ($1,100,000) shall be common stock (“Common Stock”) and of which One Hundred Ten Thousand (110,000) shares of the per value of One Hundred Dollars ($100.00) each, amounting in the aggregate to Eleven Million Dollars ($11,000,000) shall be 7% cumulative preferred voting stock (“Preferred Stock”).
     The designations and the powers, preferences and rights, and tree qualifications, limitations or restrictions of the above classes of stock shall be as follows:
          (a) The Preferred Stock shall be entitled, in preference to the Common Stock, when and as declared by the board of directors of the corporation from funds legally available therefor, to cash dividends at the

 

 

rate of seven percentum (7%) per annum, and no more, payable quarterly, on the first days of January, April, July and October (said dates being herein referred to as “dividend payment dates” and the periods between said dates commencing on said dates being herein referred to as ‘dividend periods’). Such dividends an shares of the Preferred Stock shall be cumulative from, end only from, the beginning of the dividend period during which such shaves are issued, unless such shares are issued after the record date for the determination of stockholders entitled to receive dividends on the Preferred Stock payable on the dividend date next succeeding the date of issuance of such shares, in which event dividends on such shares, shall be cumulative from, and only from, such next succeeding dividend payment date. No dividend shall be paid or set apart for the payment on the Common stock at any time unless the total amount of dividends theretofore paid or declared and set apart for the payment on the then outstanding Preferred Stock shall be equal to seven percentum (7%) per annum for each share of such Preferred Stock from the date when it bosoms cumulative to the and of the current dividend periods. Whenever full cumulative dividends, as aforesaid, on all shares of Preferred Stock then outstanding or off past dividend periods and for the current dividend period shall have been paid or declared and set apart for payment, dividends may be declared and paid or set apart for payment on the Common Stock when end to the extent that the board of directors of the corporation shall determine, and out of say funds legally available for

2

 

the payment of dividends, and the Preferred Stock shall not be entitled to participate in any such dividends.
     (b) In the event of liquidation, dissolution or winding up of the affairs of the corporation, before any distribution or payment shall be made to the holders of the Common Stock, the holders of the Preferred Stock shall be entitled to be paid the sum of $100 per share, plus the amount per share, if any, by which seven percentum (7%) per annum from the date, on which dividends on such shares become cumulative to the date of such payment may exceed the total amount of dividends actually paid or declared and set apart for payment on such share. After the making of such payment to the holders of the Preferred Stock, the remaining assets and funds of the corporation shall be distributed solely among the holders of the Common Stock, who shall share equally according to their respective rights and interests. Neither a consolidation nor a merger of the corporation with or into one or more corporations, nor a sale of all or substantially all of the property of the corporation to another corporation shall be deemed to be a liquidation, dissolution or winding up within the meaning of this subdivision (b).
     (c) (1) Except as required by law, the holders of Preferred Stock and the holders of Common Stock shall vote together as one class on all matters voted upon by stockholders. Each holder of record of Preferred Stock shall be entitled to one vote for each share of Preferred

3

 

Stock held by such holder, and each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder.
     5. The name and mailing address of each incorporator is as follows:
         
 
  NAME   MAILING ADDRESS
 
        
 
  M. A. Brzoska   Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
 
        
 
  K. A. Widdoes   Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
 
        
 
  L. J. Vitalo   Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
     6. The corporation is to have perpetual existence.
     7. In furtherance and not in limitation of the powers conferred by status, the board of directors is expressly authorized to make, altar or repeal the by-laws of the corporation.
     8. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation,
     9. The corporation reserves the right to alter, amend, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

4

 

     10. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty As a director except to the extent that Section 1021b)(7) (or any successor provision) of the Delaware General Corporation Law, as amended from time to time, expressly provides that the liability of a director may not be eliminated or limited,
     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 6th day of May, 1993.
     
 
  /s/ M. A. Brzoska
 
   
 
    
 
  /s/ K. A. Widdoes
 
   
 
    
 
  /s/ L. J. Vitalo
 
   

5

EX-3.12 13 g05435exv3w12.htm EX-3.12 BYLAWS OF SUSQUEHANNA MEDIA CO. EX-3.12 BYLAWS OF SUSQUEHANNA MEDIA CO.
 

Exhibit 3.12
As Amended, as of May 5, 2006
Susquehanna Media Co.
* * * *
BY — LAWS
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
     Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in January each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual-election and until their successors are duly elected and shall qualify, unless

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sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then-in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like-notice on the written request of the sole director.
     Section 8. At all meetings of the board four directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation if a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference

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telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, .(except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation,

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recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance, of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any, director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES

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     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or the event of his inability or refusal to act, the vice-president, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY

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     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in-the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the

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president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or

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a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged too have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new

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certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to-receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII

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GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL

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     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
     Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.13 14 g05435exv3w13.htm EX-3.13 ARTICLES OF INCORPORATION OF SUSQUEHANNA RADIO CORP. EX-3.13 ARTICLES OF INCORPORATION
 

Exhibit 3.13
As Amended, as of August 13, 2003
Articles of Incorporation
of
Susquehanna Radio Corp.
1. The name of the corporation is Susquehanna Radio Corp.
2. The location and post office address of the initial registered office of the corporation in this Commonwealth is: 140 East Market Street, York, Pennsylvania 17401.
3. The corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes: The purpose for which this corporation is incorporated is to have unlimited powers to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended and for these purposes to have, possess and enjoy all the rights, benefits and privileges of said Act of Assembly and its supplements and amendments.
4. The term for which the corporation is to exist is: perpetual.
5. The aggregate number of shares which the corporation shall have authority to issue is:
  (a)   5,200,000 shares of Class A Voting Common Stock with each share having a $.025 par value. All shares of Class A Voting Common Stock shall have voting rights.
 
  (b)   4,000,000 shares of Class B Nonvoting Common Stock with each share having a $.025 par value. All shares of Class B Nonvoting Common Stock shall not have voting rights.
      Class B Nonvoting Common Stock shall be subject to conversion to Class A Voting Common Stock and, at such time, shall have all of the rights of Class A Voting Common Stock, in the event:
  (i)   of sale or transfer of more than 50% of the Class A Voting Common Stock of the Company or
 
  (ii)   the sale or other transfer of 50% or more of the assets of the Company valued at book value
      to a corporation, partnership or individual, which is not controlled by the Company or its parent, Susquehanna Media Co., or is not a shareholder of Susquehanna Pfaltzgraff Co. or the beneficiary of a trust which is the record holder of shares of Susquehanna Pfaltzgraff Co. at the time of adoption of this Amendment.

 

 

      Notwithstanding anything herein to the contrary, the powers and rights of the Class B Nonvoting Common Stock shall be identical in all respects to the powers and rights of the Class A Voting Common Stock, except that the holders of the said Class B Nonvoting Common Stock shall have no voting powers whatsoever and shall not be entitled to notice of meetings of shareholders, unless such notice is expressly required by law.
6. The name(s) and post office address(es) of each incorporator(s) and the number and class of shares subscribed by such incorporator(s) is (are): Craig W. Bremer, 140 East Market St., York, PA 17401, 1 Common.
IN TESTIMONY WHEREOF, the incorporator has signed and sealed these Articles of Incorporation this 25th day of November 1985.
     
/s/ C.W. Bremer
    
 
Name (print): C.W. Bremer
   

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EX-3.14 15 g05435exv3w14.htm EX-3.14 BYLAWS OF SUSQUEHANNA RADIO CORP. EX-3.14 BYLAWS OF SUSQUEHANNA RADIO CORP.
 

Exhibit 3.14
SUSQUEHANNA RADIO CORP.
BY-LAWS
ARTICLE I
OFFICES
     1. The principal office shall be in the City of York, County of York, State of Pennsylvania.
     2. The corporation may also have offices at such other places as the board of directors may from time to time appoint or the business of the corporation may require.
ARTICLE II
SEAL
     3. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE III
STOCKHOLDERS’ MEETING
     1. Meetings of the stockholders for the election of directors shall be held at the office of the corporation in York, Pennsylvania. Special meetings of stockholders for any other purpose may be held at such place and time as shall be stated in the notice of the meeting.
     2. The annual meeting of stockholders shall be held on the second Monday of January in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 o’clock A.M. This annual meeting shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.

 

 

     3. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter. Unless otherwise provided by statute, the acts at a duly organized meeting of the shareholders who are present in person or by proxy who are entitled to cast at least a majority of the votes which all shareholders present are entitled to cast, shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, however, any meeting at which directors are to be elected shall be adjourned only from day to day or for such longer periods, not in excess of fifteen days, as the quorum of shareholders entitled to vote at the election of directors may decide until such directors have been elected. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum shall nevertheless constitute a quorum for the purpose of electing directors.
     4. Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholders, or by his duly authorized attorney in fact, and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary. The revocation of a proxy shall not be

2

 

effective until notice thereof has been given to the Secretary of the Corporation. No revoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein. In no event shall any proxy, unless coupled with an interest, be voted after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation. A shareholder shall not sell his vote or execute a proxy to any person for sum a of money or anything of value. A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid. Elections for directors need not be by ballot, except upon demand made___by shareholder at the election and before the voting begins. Except as otherwise provided in the Articles, in each election of directors, no cumulative voting shall be allowed. No share shall be voted at any meeting upon which any installment is due and unpaid.
     5. Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least fifteen (15) days prior to the meeting.
     6. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of-any challenge or

3

 

question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.
     7. Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.
     8. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.
     9. Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least five (5) days before such meeting, unless a greater period of notice is required by statute in a particular case.
     10. The officer or agent having charge of the transfer books shall make, at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are the shareholders entitled to examine

4

 

such list or share ledger or transfer book, or to vote in person or by proxy, at any meeting of shareholders.
ARTICLE IV — DIRECTORS
     1. The business of this corporation shall be managed by its Board of Directors, which shall be not more than seven and not fewer than three in number. The directors need not be residents of this Commonwealth or shareholders in the corporation. They shall be elected by the shareholders, at the annual meeting of shareholders of the corporation, and each director, shall be elected for the term of one year, and until his successor shall be elected and shall qualify. Whenever all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.
     2. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.
     3. The meetings of the Board of Directors may be held at such place within this Commonwealth, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.
     4. Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.

5

 

     5. Regular Meeting Dates of the Board shall be set by the Board with adequate notice to all members.
     6. Special meetings of the Board may be called by the President on five (5) days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.
     7. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the Acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at z meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors and shall be filed with the Secretary of the corporation.
     8. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE V — OFFICERS
     1. The executive officers of the corporation shall be chosen by the directors and shall be a Chairman of the Board, President, Vice President, Secretary and Treasurer. The Board of Directors may also choose such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the

6

 

same person unless otherwise prohibited by statute. It shall not be necessary for the officers to be directors.
     2. The salaries, of all officers and agents of the corporation shall be fixed by the Board of Directors.
     3. The executive officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any executive officer, or any other officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby.
     4. The Chairman of the Board shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors and he shall be ex officio a member of all committees and he shall have such general powers and duties as usually vested in the Chairman of the Board of a corporation.
     5. The President shall be the chief operating officer of the corporation; he shall have general and active management of the business of the corporation; he shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the rights of directors to delegate any specific powers, except such as may be by, statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring seal under the seal of the corporation. He shall be ex officio a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.
     6. The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President,

7

 

perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
     7. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of-Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chairman of the Board, or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
     8. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.
ARTICLE VI — VACANCIES
     1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
     2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his

8

 

successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.
ARTICLE VII — CORPORATE RECORDS
     1. There shall be kept at the.-registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a duplication of its By-Laws, including all amendments or alterations thereto to date, certified by, the Secretary of the corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.
     2. Every shareholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business.
ARTICLE VIII — SHARE CERTIFICATES, DIVIDENDS, ETC.
     1. The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation, as they are issued. They shall be signed by

9

 

the President or Vice President and Secretary or Assistant Secretary and shall bear the corporate seal.
     2. Transfers of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.
     3. The Board of Directors may fix a time, not more than fifty days prior to the date of any meeting of shareholders, of the date fixed for the payment of any dividend or distribution, of the date for the allotment of rights, or of the date when any change or conversion or exchange of shares will be made or go into-effect, as a record date for the termination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice. While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed for the determination of shareholders entitled to receive notice of, or vote at, a shareholders’ meeting, transferees of shares which are transferred on the books

10

 

of the corporation within ten days next preceding the date of such meeting shall not be entitled to notice of or vote at such meeting.
     4. In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.
     5. The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.
     6. Before payment of any dividend, there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, deem proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.
ARTICLE IX — MISCELLANEOUS PROVISIONS
     1. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
     2. The fiscal year shall begin on the first day of each year.
     3. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the

11

 

place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.
     4. Whenever any written notice is required by statute, or by the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by-the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver-of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
     5. One or more directors or shareholders may participate in a meeting of the Board, of a committee of the Board or of the shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
     6. Except as otherwise provided in the Articles or By-Laws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.
ARTICLE X — ANNUAL STATEMENT
     1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year.

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Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.
ARTICLE XI — INDEMNIFICATION OF DIRECTORS AND OFFICERS
     1. The company shall indemnify each of its directors or officers, or former directors or officers, or any person who may have served at its request as a director or officer of another corporation in which the company owns shares of capital stock or of which it is a creditor, or his executors, administrators or other legal representatives(each of the foregoing hereinafter referred to as “indemnitee”), against reasonable costs and expenses, including judgments, fines, penalties, amounts paid in settlement and attorney’s fees (referred to herein as “expenses”) incurred in connection with any civil or criminal action, suit or other proceeding to which indemnitee is made a party by reason of indemnitee’s being or having been a director or officer of the company or of such other corporation, excepting, however, those expenses attributable to such portion or portions of the matters involved as to which it shall be adjudged in such proceeding that he has been liable for gross negligence or misconduct in the performance of his duties as such director or officer.
     The foregoing right of indemnification shall not exclude any other rights to which such indemnitee may be entitled by law or otherwise nor shall it restrict or limit any privilege or power that the company may lawfully exercise in respect of the indemnification or reimbursement of such indemnitee. The provisions of this By-Law shall be applicable to situations of every type and shall be deemed to be severable, so that if this By-Law shall be adjudged invalid or unenforceable in a situation of a particular type or if any of the provisions of this By-Law shall be adjudged to be invalid or unenforceable, such invalidity or unenforceability shall not preclude application of this By-Law to any other situation or affect any other provision thereof.

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ARTICLE XII
REPURCHASE OF SHARES
     Notwithstanding any provisions to the contrary contained in these By-Laws, the corporation shall not purchase all or any part of the shares of the voting common stock of any stockholder unless such action is approved in advance at a meeting of stockholders called for such purpose by the affirmative vote of two-thirds of the then issued and outstanding share of voting common stock.
ARTICLE XIII — AMENDMENTS
     1. These By-Laws may be amended or repealed by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

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EX-3.15 16 g05435exv3w15.htm EX-3.15 ARTICLES OF INCORPORATION OF SUSQUEHANNA RADIO SERVICES, INC. EX-3.15 ARTICLES OF INCORPORATION
 

Exhibit 3.15
Articles of Incorporation — For Profit
         
1.   Name of Corporation:
    Susquehanna Radio Services, Inc.
 
        
2.   Registered Office:
    140 East Market Street
    York, PA 17401
 
        
3.   The corporation is incorporated under the provisions of the:
    Business Corporation Law of 1988.
 
        
4.   The aggregate number of shares authorized:
    1,000
 
        
5.   The name and address, including number and street, if any, of each incorporator (all incorporators must sign below):
 
        
 
  Craig W. Bremer    
 
 
 
Name (print) 		   
 
        
 
  140 East Market Street, York, PA 17401    
 
 
 
    
 
        
6.   The specified effective date, if any: 01/01/2002
          IN TESTIMONY WHEREOF, the incorporator(s) has/have signed these Articles of Incorporation this 21st day of December, 2001.
     
/s/ Craig W. Bremer
    
 
    

EX-3.16 17 g05435exv3w16.htm EX-3.16 BYLAWS OF SUSQUEHANNA RADIO SERVICES, INC. EX-3.16 BYLAWS OF SUSQUEHANNA RADIO SERVICES, INC.
 

Exhibit 3.16
As Amended, as of May 5, 2006
SUSQUEHANNA RADIO SERVICES, INC.
BYLAWS
ARTICLE I
OFFICES
     1. The registered office shall be in the City of York, Commonwealth of Pennsylvania.
     2. The corporation may also have offices in such other places both within and without the Commonwealth of Pennsylvania as the board of. directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of York, Commonwealth of Pennsylvania, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the Commonwealth of Pennsylvania as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the Commonwealth of Pennsylvania, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the 2nd Tuesday in September each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such, other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The first board shall consist of five directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify,

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unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order-an election to be held to fill any such vacancies or newly created directorships., or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors the corporation may hold meeting , both regular and special, either within or without the Commonwealth of Pennsylvania.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter

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provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize
     the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amend the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any

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distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall b deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of

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their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as -a condition precedent to the issuance thereof, require the

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owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Pennsylvania.
ARTICLE VII
GENERAL PROVISIONS DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

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CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Pennsylvania.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Pennsylvania General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation

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to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Pennsylvania General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has

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ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Pennsylvania General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Pennsylvania General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case

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of such a suit brought by the indemnitee,. be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify. such person against such expense, liability or loss under the Pennsylvania General Corporation Law.
     Section 12. Indemnification of Employees and. Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board directors by the certificate incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal. bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.17 18 g05435exv3w17.htm EX-3.17 ARTICLES OF INCORPORATION OF SUNNYSIDE COMMUNICATIONS, INC. EX-3.17 ARTICLES OF INCORPORATION
 

Exhibit 3.17
ARTICLES OF INCORPORATION OF
SUNNYSIDE COMMUNICATIONS, INC.
 
     The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the “Corporation”) pursuant to the provisions of the Indiana General Corporation Act (Medical Professional Corporation Act/ Dental Professional Corporation Act/Professional Corporation Act of 1965), as amended (hereinafter referred to as the “Act”), execute the following Articles of Incorporation.
ARTICLE I
Name
     The name of the Corporation is Sunnyside Communications, Inc.
 
ARTICLE II
Purposes
     The purposes for which the Corporation is formed are:
The transaction of any or all lawful business for which corporations may be incorporated under the Indiana General Corporation Act.
ARTICLE III
Period of Existence
     The period during which the Corporation shall continue is perpetual.
ARTICLE IV
Resident Agent and Principal Office
     Section 1. Resident Agent. The name and address of the Corporation’s Resident Agent for service of process is Charles J. Jenkins, 1807 Creekside Court, Jeffersonville, Indiana 47130.
     Section 2. Principal Office. The post office address of the principal office of the Corporation is 213 Magnolia Avenue, Jeffersonville, Indiana 47130.

 

 

ARTICLE V
Authorized Shares
Section 1. Number of Shares:
The total number of shares which the Corporation is to have authority to issue 1,000
A. The number of authorized shares which the corporation designates as having par value is with a par value of $
B. Thee number of authorized shares which the corporation designates as without par value is 1,000.
Section 2. Terms of Shares (if any):
     Shares may be issued in one (1) or more series of the same class, each such series to have such relative rights, preferences, limitations or restrictions, and bear such designations as shall be determined by the Board of Directors prior to. the issuance of any shares of such series. The Board of Directors is hereby expressly vested with the authority to make. such determination by the resolution of the-Board,
Section 3. Voting Rights of Shares:
     3.01 Each share shall be entitled to one (1) vote on all matters.
     3.02 Cumulative voting on the election of the members of the Board of Directors or in any other matter shall not be permitted.
ARTICLE VI
Requirements Prior To Doing Business
     The Corporation will not commence business until consideration of the value of at least $1,000 (one thousand dollars) has been received for the issuance of shares.
ARTICLE VII
Director(s)
     Section 1. Number of Directors: The initial Board of Directors is composed of 1 member(s). The number of directors may be from time to time fixed by the By-Laws of. the Corporation at any number. In the absence of a By-Law fixing the number of directors, the number shall be one.
     Section 2. Names and Post Office Addresses of the Director(s): The name(s) and post office address(es) of the initial I Board of Director(s) of the Corporation is (are):
     Name      Number and Street or Building      City     State     Zip Code
     Charles J. Jenkins, 1807 Creekside Court, Jeffersonville, Ind. 47130

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     Section 3. Qualifications of Directors (if any):
     Directors need not be a shareholder of the corporation.
ARTICLE VIII
Incorporator (s)
     The name(s) and post office addresses) of the incorporator(s) of the Corporation is (are):
Name                     Number and Street or Building           City           State           Zip Code
Charles J. Jenkins, 1807 Creekside Court, Jeffersonville, Ind. 47130
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
(“Powers” of the Corporation, its directors or shareholders)
All provisions for regulation of the business and conduct of the affairs of the Corporation shall be contained in the By-Laws. The By-Laws may be amended from time to time by the affirmative vote of the majority of the Board-of Directors.

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     IN WITNESS WHEREOF, the undersigned, being all of the incorporator(s) designated in Article VIII, execute(s) these Articles of Incorporation and certify to the truth of the facts herein stated, this 29th day of April, 1981.
     
/s/ Charles J. Jenkins, Jr.
 
(Written Signature)
   
 
    
/s/ Charles J. Jenkins, Jr.
 
(Printed Signature)
   

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EX-3.18 19 g05435exv3w18.htm EX-3.18 BYLAWS OF SUNNYSIDE COMMUNICATIONS, INC. EX-3.18 BYLAWS OF SUNNYSIDE COMMUNICATIONS, INC.
 

Exhibit 3.18
As Amended, as of May 5, 2006
CODE OF BY-LAWS
OF
SUNNYSIDE COMMUNICATIONS, INC.
ARTICLE 1
Definitions and Abbreviations
     As used in this Code of By-Laws, when capitalized:
         
Section   Term   Definition
1.01
  “Corporation:   means the Corporation whose name appears in Section 2.01 of these By-Laws.
 
        
1.02
  “Act”   when used in the text, means The Indiana General Corporation Act of 1929, as amended from time to time.
 
        
1.03
  “Articles of Incorporation”   means the Articles of Incorporation of the Corporation, as amended from time to time.
 
        
1.04
  “By-Laws”   means the Code of By-Laws of the Corporation, as amended from time to time.

 

 

ARTICLE 2
Identification
     Section 2.01. Name. The name of the Corporation is Sunnyside Communications, Inc.
     Section 2.02. Principal office and resident agent—power to change. The post office address of the principal office of the Corporation is 213 Magnolia Avenue, Jeffersonville, Indiana 47130.
     The name and post office address of its resident agent in charge of such office is Charles J. Jenkins, 1807 Creekside Court, Jeffersonville, Indiana 47130.
     The location of its principal office, or the designation of its resident agent, or both, may be changed at any time or from time to time, when authorized by the Board of Directors, by filing with the Secretary of State, on or before the day any change is to take effect, or within five days after the death of the resident agent or other unforeseen termination of his agency, a certificate signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the Corporation, and verified under oath by one of such officers signing the same, stating the change to be made and reciting that such change is made pursuant to authorizations by the Board of Directors.
     Section 2.03. Fiscal year. The fiscal year of the Corporation shall begin on the 1st day of January in each year and end on the 31st day of December in the same year.
ARTICLE 3
Capital Stock
     Section 3.01. Consideration for shares. The Board of Directors shall cause the Corporation to issue the shares of stock of the Corporation for such consideration as has been fixed by such Board pursuant to the provisions of the Articles of Incorporation.
     Section 3.02. Subscriptions for shares. Subscriptions for shares of the stock of the Corporation shall be paid to the Treasurer at such time or times, in such installments or calls, and upon such terms as shall be determined from time to time by the Board of Directors.
     Section 3.43. Payment of shares. Subject to the provisions of the Articles of Incorporation, the consideration for the issuance of shares of the stock of the Corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for, or services rendered to, the Corporation; provided, however, that the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. When payment of the consideration for which a share was authorized to be issued shall have been received by the Corporation, or when surplus shall have been transferred to stated capital upon the issuance of a share dividend, such share shall be declared and taken to be fully paid and not liable to any further call or assessment, and the holder thereof shall not be liable for any further payments thereon. In the absence of actual fraud in the transaction, the judgment of the Board of

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Directors as to the value of such property, labor or services received as consideration, or the value placed by the Board of Directors upon the corporate assets in the event of a share dividend, shall be conclusive. Promissory notes, uncertified checks, or future services shall not be accepted in payment or part payment of any of the capital stock of the Corporation.
     Section 3.04. Certificates for common shares. Each holder of the shares of the Corporation shall be entitled to a certificate, signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the Corporation, stating the name of the registered holder, the number of shares represented thereby, that such shares are without par value, and whether such shares have been fully paid and are not liable to any further call or assessment. Such certificate shall be substantially in the form of the certificate set forth on the following page of these By-Laws.
     Section 3.05. Certificates issued prior to payment. If any certificate representing shares of the stock of the Corporation is issued, but the shares represented thereby are not fully paid up, such certificate shall be legibly stamped to indicate the percent which has been paid up, and as further payments are made thereon, the certificate shall be stamped accordingly.
     Section 3.06. Transfer of stock. The shares of the Corporation shall be transferable only on the books of the Corporation upon the surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly-authorized attorney, such endorsement or endorsements to be witnessed by one witness. The requirement for such witnessing may be waived in writing upon the form of endorsement by the President, a Vice President or the Secretary of the Corporation.
     Section 3.07. Lost, stolen or destroyed certificates. The Corporation may issue a new certificate for shares of the Corporation in the place of any certificate theretofore issued and alleged to have been lost, stolen or destroyed, but the Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to furnish an affidavit as to such loss, theft or destruction, and to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct, to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate.
     Section 3.08. Corporation option to purchase shares before sale to third party. No transfer of common stock shall be valid until 30 days after the corporation, through its secretary, shall have written notice of the proposed sale, the number of shares proposed to be sold, the price at which the proposed sale is to be made, and the name of the prospective buyer; and during said 30 days, the company shall also have the option to buy, at its market value, any shares of outstanding stock before its owner or the person in whose name it stands on its books, may transfer them.

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ARTICLE 4
Meetings of Shareholders
     Section 4.01. Place of meetings. All meetings of shareholders of the Corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent shareholders there-at.
     Section 4.02. Annual meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at 7:00 p.m. on the second Tuesday of February, of each year, if any such day is not a legal holiday, and, if a holiday, then on the first following day that is not a legal holiday. Failure to hold the annual meeting at the designated time shall not work any forfeiture or a dissolution of the Corporation.
     Section 4.03. Special meetings. Special meetings of the shareholders of the Corporation may be called by the President, by any Vice President, by the Board of Directors, or by shareholders holding of record not less than one-fourth of all the shares outstanding and entitled by the Articles of Incorporation to vote on the business proposed to be transacted thereat; and shall be called by the President or one of the Vice Presidents at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders holding of record not less than a majority of all of the shares outstanding and entitled by the Articles of Incorporation to vote on the business for which the meeting is being called.
     Section 4.04. Notice of meetings. A written or printed notice, stating the place, day and hour of the meeting and, in case of a special meeting, or when required by any other provision of the Act or the Articles of Incorporation or this Code of By-Laws, the purpose or purposes for which the meeting is called, shall be delivered or mailed by-the Secretary, or by the officers or persons calling the meeting, to each shareholder of record entitled, by the Articles of Incorporation and by the Act to vote at such meeting, at such address as appears upon the records of the Corporation, at least ten days prior to the date of the meeting. Notice of any such meeting may be waived in writing by any shareholder, if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting in person, or by proxy when the instrument of proxy sets forth in reasonable detail the purpose or purposes for which the meeting is called, shall constitute a waiver of notice of such meeting. Each shareholder who has in the manner above provided waived notice of a shareholders meeting, or who personally attends a shareholders meeting, or is represented thereat by a proxy authorized to appear by an instrument of proxy complying with. the requirements above set forth, shall be conclusively presumed to have been given due notice of such meeting.
     Section 4.05. Addresses of shareholders. The address of any shareholder appearing upon the records of the Corporation shall be deemed to be the same address as the latest address of such shareholder appearing on the records maintained by the Secretary of the Corporation.
     Section 4.06. Voting at meetings.

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     Clause 4.061. Common stock. Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every holder of shares of stock of the Corporation shall have the right, at every shareholders meeting, to one vote for each share of stock standing in his name on the books of the Corporation.
     Clause 4.062. Prohibition against voting stock. No share of stock shall be voted at any meeting:
     Item 4.0621. Unpaid installment. Upon which any installment is due and unpaid;
     Item 4.0622. Shares belonging to the Corporation. Which belong to the Corporation.
     Clause 4.063. Voting of shares owned by other corporations. Shares of the Corporation standing in the name of another corporation may be voted by such officer, agent or proxy as the Board of Directors of such other corporation may prescribe, and in the absence of such designation by such person as may be nominated in a proxy duly executed for the purpose by the president or a vice president, and the secretary or an assistant secretary of such other corporation.
     Clause 4.064. Voting of shares owned by fiduciaries. Shares held by fiduciaries may be voted by the fiduciaries in such manner as the instrument or order appointing such fiduciaries may direct; in the absence of such direction, or the inability of the fiduciaries to act in accordance therewith, the following provisions shall apply:
     Item 4.0641. Joint fiduciaries. Where shares are held jointly by three or more fiduciaries, such shares shall be voted in accordance with the will of the majority.
     Item 4.0642. Equally divided fiduciaries. Where the fiduciaries or a majority of them cannot agree, or where they are equally divided upon the question of voting such shares, any court of general equity jurisdiction may, upon petition filed by any of such fiduciaries, or by any party in interest, direct the voting of such shares as it may deem for the best interest of the beneficiaries, and such shares shall be voted in accordance with such direction.
     Item 4.0643. Proxy of fiduciary. The general proxy of a fiduciary shall be given the same weight and effect as the general proxy of an individual or corporation.
     Clause 4.065. Voting of pledged shares. Shares that are pledged may, unless otherwise provided in the agreement of pledge, be voted by the shareholder pledging the same until the shares shall have been transferred to the pledgee on the books of the Corporation, and thereafter they may be voted by the pledgee.
     Clause 4.066. Proxies. A shareholder may vote either in person or by proxy executed in writing by the shareholder or a duly-authorized attorney-infact. No proxy shall be valid. after eleven months from the date of its execution, unless a longer time is expressly provided therein.
     Clause 4.067. Quorum. At any meeting of shareholders a majority of the shares of the common stock outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum.

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     Clause 4.068. Voting lists. The Secretary of the Corporation shall make, at least five days before each election of directors, a complete list of the shareholders entitled by the Articles of Incorporation to vote at such election, arranged in alphabetical order, with the address and number of shares so entitled to vote held by each, which list shall be on file at the principal office of the Corporation and subject to the inspection of any shareholder. Such list shall be produced and kept open at the time and . place of election and subject to the inspection of any shareholder during the holding of such election. The original stock register or transfer book, or a duplicate thereof kept in the State of Indiana, shall be the only evidence as to whom are the shareholders entitled to examine such list, or the stock ledger or transfer book, or to vote at any meeting of the shareholders.
     Clause 4.069. Fixing of record date to determine shareholders entitled to vote. The Board of Directors may prescribe a period not exceeding thirty days prior to meetings of the shareholders during which no transfer of stock on the books of the Corporation may be made; or in lieu of prohibiting the transfer of stock, may fix a day and hour not more than thirty days prior to the holding of any meeting of shareholders as the time as of which shareholders entitled to notice of, and to vote at, such meeting shall be determined, and all persons who are holders of record of voting shares at such time, and no others, shall be entitled to notice of, and to vote at, such meeting.
     Clause 4.070. Taking action by consent. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if, prior to such action, a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the shareholders.
     Clause 4.071. Fixing of record date to determine shareholders entitled to receive corporate benefits. The Board of Directors may fix a day and hour not exceeding thirty days preceding the date fixed for payment of any dividend, or for the delivery of evidences of rights, or for the distribution of certificates for shares of stock without par value upon a change of outstanding shares without par value into a greater number of shares, as a record time for the determination of the shareholders entitled to receive any such dividend, rights or distribution, and in such case only shareholders of record at the time so fixed shall be entitled to receive such dividend, rights or distribution. The Board of Directors, at its option, may also prescribe a period not exceeding thirty days prior to the payment of such dividend, delivery or distribution, during which no transfer of stock on the books of the Corporation may be made.
     Clause 4.072. Order of business. The order of business at annual meetings, and so far as practicable at all other meetings, of shareholders, shall be:
     Item 4.0721. Proof of due notice of meeting.
     Item 4.0722. Call of roll.
     Item 4.0723. Reading and disposal of any unapproved minutes.
     Item 4.0724. Annual reports of officers and committees.

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     Item 4.0725. Unfinished business.
     Item 4.0726. New business.
     Item 4.0727. Election of directors.
     Item 4.07281. Adjournment.
ARTICLE 5
The Board of Directors
     Section 5.01. Election and qualification. At the first annual meeting of the shareholders, and at each annual meeting thereafter, directors shall be elected by the holders of the shares of stock entitled by the Articles of Incorporation to elect directors, for a term of one year; and they shall hold office until their respective successors are chosen and qualified. Until the first annual meeting, the business of the Corporation shall be managed by a Board of Directors. The number of directors which shall constitute the whole board shall be not less than one nor more than three. Directors need not be the shareholders of the Corporation. No decrease in the number of directors at any time provided for by the Code of By-Laws shall become effective prior to the date of the first annual meeting for the election of directors that is held after the date on which the provision of the Code of By-laws making such change is adopted. Any vacancy occurring in the Board of Directors caused by an increase in the number of directors at any time provided for by the Code of By-Laws shall be filled by vote of the shareholders at their next annual meeting, or at any special meeting called for such purpose.
     Section 5.02. Vacancies. Any vacancy occurring in the Board of Directors caused by resignation, death or other incapacity shall be filled by a majority vote of the remaining members of the Board of Directors, until the next annual meeting of the shareholders. “If the vote of the remaining members of the Board shall result in a tie, such vacancy may be filled by vote of the shareholders at a special meeting called for such purpose.
     Section 5.03. Annual meeting. The Board of Directors shall meet each year immediately after the annual meeting of the shareholders, at the place where such meeting of the shareholders has been held (either within or without the State of Indiana), for the purpose of organization, election of officers, and consideration of. any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.
     Section 5.04. Regular meetings. Regular quarterly meetings of the Board of Directors may be held with notice by letter, telegram, cable or radiogram, or without any notice whatever, and at such places and times as may be fixed from time to time by resolution of the Board of Directors.
     Section 5.05. Special meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, and shall be called on the written request of

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any two directors. Notice of such a special meeting shall be sent by the Secretary or an Assistant Secretary to each director at his residence or usual place of business by letter, telegram, cable or radiogram, at such time that, in regular course, such notice would reach such place not later than during the second day immediately preceding the day for such meeting; or may be delivered by the Secretary or an Assistant Secretary to a director personally at any time during such second preceding day. In lieu of such notice, a director may sign a written waiver of notice either before the time of the meeting, at the time of the meeting, or after the time of the meeting.
     Any meeting of the Board of Directors for which notice is required shall be a legal meeting, without notice thereof having been given, if all the directors who have not waived notice thereof in writing shall be present in person..
     Section 5.06. Place of meetings. The directors may hold their meetings, have one or more offices, and keep the books of the Corporation (except as may be provided by law), within and without the State of Indiana, at any office or offices of the Corporation, or at any other place, as they may from time to time by resolution determine.
     Section 5.07. Quorum. A majority of the actual number of directors elected and qualified from time ‘to time shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Act, by the Articles of Incorporation or by the Code of By-Laws. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken, unless (a) his dissent shall be affirmatively stated by him at and before the adjournment of such meeting (in which event the fact of such dissent shall be entered by the secretary of the meeting in the minutes of the meeting), or (b) he shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right of dissent provided for by either Clause (a) or Clause (b) of the immediately preceding sentence shall not be available, in respect of any matter acted upon at any meeting, to a director who voted at the meeting in favor of such matter and did not change his vote prior to the time that the result of the vote on such matter was announced by the chairman of such meeting.
     Section 5.08. Action by consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent to such action is signed by all members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
     Section 5.09. Removal. Any director may be removed, either for or without cause, at any special meeting of shareholders called for that purpose by the affirmative vote of a majority in number of shares of the shareholders of record present in person or by proxy and entitled to vote for the election of such directors, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. If the. notice calling such meeting shall so provide, the vacancy caused by such removal may be filled at such meeting by vote of a majority of the shareholders present and entitled to vote-for the election of directors.

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     Section 5.10. Powers of directors. The Board of Directors shall exercise all the powers of the Corporation, subject to the restrictions imposed by law, by the Articles of Incorporation, or by this Code of By-Laws.
     Section 5.11. Dividends. The Board of Directors shall have power, subject to any restrictions contained in the Articles of Incorporation, to declare and pay dividends upon the common- stock of the Corporation. Before payment of any dividend, or the distribution of any profits, there may be set aside out of the net profits of the Corporation such sum or sums as the directors, from time to time, in their absolute discretion think it proper as a reserve fund to meet contingencies or for equalizing dividends, or for such other purpose as the directors shall think conducive to the interests of the Corporation.
     Section 5.12. Compensation of directors. The Board of Directors is empowered and authorized to fix and determine the compensation of directors for attendance at meetings of the Board; and additional compensation for such additional services any of such directors may perform for the Corporation.
ARTICLE 6
Executive Committee
     Section 6.01. Designation of executive committee. The Board of Directors may, by resolution adopted by a majority of the actual number of directors elected and qualified, from time to time, designate two or more of its number to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of .the authority of the Board of Directors in the management of the Corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by the Act. No member of the executive committee shall continue to be a member thereof after he ceases to be a director of the Corporation. The Board of Directors shall have the power at any time to increase or diminish the number of members of the executive committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof.
     Section 6.02. Powers of the executive committee. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be required by law or by resolution of the Board of Directors, the executive committee shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation. The executive committee may also from time to time formulate and recommend to the Board of Directors for approval general policies regarding the management of the business and affairs of the Corporation. All minutes of meetings of the executive committee shall be submitted to the next succeeding meeting of the Board of Directors for approval; but failure to submit the same or to receive the approval thereof shall not invalidate any completed or incompleted action taken by the Corporation upon authorization by the executive committee prior to the time at which the same should have been, or were, submitted as above provided. The executive committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting an agreement or plan of merger or consolidation, proposing a Special Corporate Transaction as defined in the Act, recommending

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to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, or amending these By-Laws.
     Section 6.03. Procedure; Meetings; Quorum. The chairman of the executive committee of the Corporation shall, if present, act as chairman at all meetings of the executive committee, and the Secretary of the Corporation shall, if present, act as secretary of the meeting. In case of the absence from any meeting of the executive committee of the chairman of the executive committee or the Secretary of the Corporation, the executive committee shall appoint a chairman or secretary, as the case may be, of the meeting. The executive committee shall keep a record of its acts and proceedings. Regular meetings of the executive committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by resolution adopted by a majority of the executive committee. Special meetings of the executive committee shall be called at the request of any member of thee executive committee. Written notice of each special meeting of the executive committee shall be sent by the Secretary or an Assistant Secretary to each member of the executive committee at his residence or usual place of business by letter, telegram, cable or radiogram, at such time that, in regular course, such. notice would reach such place not later than the day immediately preceding the day for such meeting; or may be delivered by the Secretary or an Assistant Secretary to a member personally at any time during such immediately preceding day. Notice of any such meeting need not be given to any member of the executive committee who has waived such notice either in writing or by telegram, cable or radiogram, arriving either before or after such meeting, or who shall be present at the meeting, without notice thereof having been given, if all the members of the executive committee who have not waived notice thereof in writing or by telegram, cable or radiogram shall be present in person. The executive committee may hold its meetings within or without the State of Indiana, as it may from time to time by resolution determine. A majority of the executive committee, from time to time, shall be necessary to constitute a quorum for the transaction of any business, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no power as such. The Board of Directors may vote to the members of the executive committee a reasonable fee as compensation for attendance at meetings of such committee.
ARTICLE 7
The Officers
     Section 7.01. Number. The officers of the Corporation shall consist of the President, Vice President, Secretary and Treasurer and such other subordinate officers as may be prescribed by this Code of By-Laws, or as may be chosen by the Board of Directors or the executive committee at such time and in such manner and for such terms as the Board of Directors or the executive committee may prescribe. Any two or more offices may be held by the same person, except the duties of the President and Secretary shall not be performed by the same person.
     Section 7.02. Election, term of office and qualification. The officers shall be chosen annually by the Board of Directors. Each officer shall hold office until his successor is chosen and qualified, or until his death, or until he shall have resigned, or shall have been removed in the manner hereinafter provided.

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     Section 7.03. Removal. Any officer may be removed, either with or without cause, at any time, by the vote of a majority of the actual number of directors elected and qualified, from time to time, at a special meeting called for the purpose.
     Section 7.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
     Section 7.05. Vacancies. Any vacancy in any office because of death, resignation, removal, or any other cause shall be. filled for the unexpired portion of the term in the manner prescribed in this Code of By-Laws for election or appointment to such office.
     Section 7.06. The President. The President, who shall be chosen from among the directors, shall have active executive management of the operations of the Corporation, subject, however, to the control of the Board of Directors, the executive committee, and the chairman of the executive committee. He shall, in general, perform all duties incident to the office of President and such other duties as, from time to time, may be assigned to him by the Board of Directors, the executive committee or the chairman of the executive committee.
     Section 7.07. The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him. At the request of the President, any Vice President may, in the case of the absence or inability to act of the President, temporarily act in his place. In the case of the death of the President, or in the case of his absence or inability to act without having designated a Vice President to act temporarily in his place, the Vice President so to perform the duties of the President shall be designated by the Board of Directors.
     Section 7.08. Assistant Vice Presidents. Each Assistant Vice President (if one or more Assistant Vice Presidents be elected or appointed) shall perform -such duties as are from time to time delegated to him by the President, a Vice President, or the Board of Directors. At the request of one of the Vice Presidents, or in his absence or inability to act, the Assistant Vice President designated by a Vice President shall perform the duties of such Vice President, and when so acting shall have all the powers and be subject to all the restrictions of a Vice President.
     Section 7.09. The Secretary. The Secretary shall keep or cause to be kept in books provided for the purpose, the minutes of the meetings of the shareholders and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of the Code of By-Laws and as required by law; shall be custodian of the records of the Corporation; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President.
     Section 7.10. The Assistant Secretaries. Each Assistant Secretary, (if one or more Assistant Secretaries be elected or appointed) shall assist the Secretary in his duties, and shall perform such other duties as the Board of Directors may from time to time prescribe or the President may from time to time delegate to him. At the request of the Secretary, any Assistant Secretary may, in the case of the absence or inability to act of the Secretary, temporarily act in

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his place. In the case of the death of the Secretary, or in the case of his absence or inability to act without having designated an Assistant Secretary to act temporarily in his place, the Assistant Secretary so to perform the duties of the Secretary shall be designated by the President or any Vice President.
     Section 7.11. The Treasurer. The Treasurer shall be the financial officer of the Corporation; shall have charge and custody of, and be responsible for, all funds of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; and, in general, shall perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him by the Board of Directors or by the President.
     The Treasurer shall render to the President and the Board of Directors, whenever the same shall be required, an account of all of his transactions as Treasurer and of the financial condition of the Corporation. He shall, if required so to do by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors, restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
     Section 7.12. The Assistant Treasurers. Each Assistant Treasurer (if one or more Assistant Treasurers be elected or appointed) shall assist the Treasurer in his duties, and shall perform such other duties as the Board of Directors may from time to time prescribe or the President may from time to time delegate to him. At the request of the Treasurer, any Assistant Treasurer may, in the case of the absence or inability to act of the Treasurer, temporarily act in his place. In the case of the death of the Treasurer, or in the case of his absence or inability to act without having designated an Assistant Treasurer to act temporarily in his place, the Assistant Treasurer so to perform the duties of the Treasurer shall be designated by the President or any Vice President. Each Assistant Treasurer shall, if required so to do by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
     Section 7.13. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact he is also a director of the Corporation.
ARTICLE 8
Indemnification of Directors and Officers
     Section 8.01. Indemnification in general. The Corporation shall indemnify any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is- or was a director, officer or employee of the Corporation, or of any corporation

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which he served as such at the request of the Corporation against the reasonable expenses, including attorney’s fees actually and reasonably incurred by him in connection with defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. The Corporation may also reimburse to any such director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that it was to the interests of the Corporation that such settlement be made and that such director, officer or employee was not guilty of negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled apart from the provisions of this Article.
ARTICLE 9
Special Corporate Acts, Negotiable
Instruments, Deeds, Contracts and Stock
     Section 9.01. Execution of negotiable instruments. All checks, drafts, notes, bonds, bills of exchange and orders for the payment of money of the Corporation shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by any two of the following officers: Chairman of the Board, Chairman of the executive committee, President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or Controller. The Board of Directors, may, however, authorize any one of such officers to sign checks, drafts and orders for the payment of money, singly and without necessity of countersignature, and may designate officers and employees of the Corporation, other than those named above, or different combinations of such officers and employees of the Corporation who may, in the name of the Corporation, execute in its behalf checks, drafts and orders for the payment of money.
     Section 9.02. Execution of deeds, contracts, et cetera. All deeds and mortgages made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party shall be executed in its name by the President or one of the Vice Presidents and attested by the Secretary or an Assistant Secretary.
     Section 9.03. Endorsement of stock certificates. Subject always to the further orders and directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned by the Corporation (including reacquired shares of stock of the Corporation) may, for sale or transfer, be endorsed in the name of the Corporation by the President or one of the Vice Presidents, and such endorsement shall be duly attested by the Secretary or an Assistant Secretary.
     Section 9.04. Voting of stock owned by Corporation. Subject always to the further orders and directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned by or controlled by the Corporation may be voted at any shareholders meeting of such other corporation by the President of the Corporation if he be present, or in his absence by any Vice President of the Corporation who may be present. Whenever, in the judgment of the President, it is desirable for the Corporation to execute a proxy or give a

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shareholder’s consent in respect to any share or shares of stock issued by any other corporation and owned by, the Corporation, such proxy or consent shall be executed in the name of the Corporation by the President or one of the Vice Presidents of the Corporation and shall be attested by the Secretary or an Assistant Secretary of the Corporation. Any person or persons designated in the manner above stated as the proxy or proxies of the Corporation shall have full right, power and authority to vote the share or shares of stock issued by such other corporation and owned by the Corporation, the same as such share or shares might be voted by the Corporation.
ARTICLE 10
Amendments
     Section 10.01. In general. The powers to make, alter, amend or repeal this Code of By-Laws is vested in the Board of Directors, but the affirmative vote of a majority of the actual number of directors elected and qualified, from time to time, shall be necessary to effect any alteration, amendment or repeal of this Code of By-Laws.

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EX-3.19 20 g05435exv3w19.htm EX-3.19 ARTICLES OF INCORPORATION OF WSBA LICO, INC. EX-3.19 ARTICLES OF INCORPORATION OF WSBA LICO
 

Exhibit 3.19
State of Nevada Articles of Incorporation
1.   NAME OF CORPORATION:
WSBA Lico, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 100           Par Value: $1.00
Number of shares without par value: 0
 
4.   GOVERNING BOARD: Shall be styled as (check one): X Directors ___Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
 
    See 1 in Addendum     
 
5.   PURPOSE (optional — see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
             
John L. Finlayson
 
       Craig W. Bremer
 
    
Name (print)
      Name (print)    
 
            
550 Gatehouse Lane, East York, PA 17402
 
       1020 Wetherburn Drive, York, PA 17404
 
    
Address
            
 
            
/s/ John L. Finlayson
 
       /s/ C. W. Bremer
 
    
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
             
/s/ Domenic A. Borriello
 
Signature of Resident Agent
      November 12, 1997
 
Date 		   

 

 

Addendum
         
1.
   Name   Louise J. Appell, Jr.
 
   Address:   1700 Powder Mill Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   Peter P. Brubaker
 
   Address:   160 Edgewood Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   John L. Finlayson
 
   Address:   550 Gatehouse Lane, East
 
   City:   York
 
   State:   PA
 
   Zip:   17402
 
        
 
   Name:   David E. Kennedy
 
   Address:   2950 Broxton Lane
 
   City:   York
 
   State:   PA
 
   Zip:   17402
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EX-3.20 21 g05435exv3w20.htm EX-3.20 BYLAWS OF WSBA LICO, INC. EX-3.20 BYLAWS OF WSBA LICO, INC.
 

Exhibit 3.20
As Amended, as of May 5, 2006
WSBA LICO, INC.
BYLAWS
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
     Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each

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share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in

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the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference

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telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may at replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the. power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation,

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recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES

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     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY

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     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and

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the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation. by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or

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a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of-directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new

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certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right. of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII

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GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL

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     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with, respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered. by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also-the expense of prosecuting or defending such suit. In (i) any suit

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brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate

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of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.21 22 g05435exv3w21.htm EX-3.21 ARTICLES OF INCORPORATION OF RADIO SAN FRANCISCO, INC. EX-3.21 ARTICLES OF INCORPORATION
 

Exhibit 3.21
ARTICLES OF INCORPORATION
OF
Radio San Francisco, Inc.
* * * * *
          FIRST: That the name of the corporation is
Radio San Francisco, Inc.
          SECOND: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law- of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
          THIRD: The name of this corporation’s initial agent for service of process in the State of California is:
CT CORPORATION SYSTEM
          FOURTH: The total number of common shares which the corporation is authorized to issue is One Hundred Thousand (100,000) of the par value of One Dollar ($1.00) each.
          IN WITNESS WHEREOF, the undersigned have executed these Articles this day of 22nd of November, 1983.
         
 
  /s/ Colleen Painter
 
Colleen Painter 		   
 
        
 
  /s/ Ann J. Williams
 
Ann J. Williams 		   
 
        
 
  /s/ John McDevitt
 
John McDevitt 		   

 

 

          We hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed.
         
 
  /s/ Colleen Painter
 
Colleen Painter 		   
 
        
 
  /s/ Ann J. Williams
 
    
 
  Ann J. Williams    
 
        
 
  /s/ John McDevitt
 
John McDevitt 		   
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EX-3.22 23 g05435exv3w22.htm EX-3.22 BYLAWS OF RADIO SAN FRANCISCO, INC. EX-3.22 BYLAWS OF RADIO SAN FRANCSISO, INC.
 

Exhibit 3.22
BY-LAWS OF RADIO SAN FRANCISCO, INC.
ARTICLE I — OFFICES
     1. The registered office of the corporation shall be at 140 East Market Street, York, Pennsylvania.
     2. The corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the corporation may require.
ARTICLE II — SEAL
     1. The corporate seal shall have inscribed thereon Radio San Francisco, Inc., the name of the corporation, 1983, the year of its organization; and the words, “Corporate Seal, California”.
ARTICLE III — SHAREHOLDERS’ MEETING
     1. Meetings of the shareholders shall be held at the office of the corporation at:
140 East Market Street, York, Pennsylvania, 17401
or at such other place or places, either within or without the Commonwealth of Pennsylvania or State of California, as may from time to time be selected.
     2. The annual meeting of the shareholders, shall be held at 1 o’clock P.M. on the 1st Monday of December in each year if not a legal holiday, and if a legal holiday, then on the next secular day following. This annual meeting of shareholders shall elect a Board of Directors, and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.
     3. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter. Unless otherwise provided by

 

 

statute, the acts at a duly organized meeting of the shareholders who are present in person or by proxy who are entitled to cast at least a majority of the votes which all shareholders present are entitled to cast, shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, however, any meeting at which directors are to be elected shall be adjourned only from day to day or for such longer periods, not in excess of fifteen days, as the quorum of shareholders entitled to vote at the election of directors may decide until such directors have been elected. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum shall nevertheless constitute a quorum for the purpose of electing directors.
     4. Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholders, or by his duly authorized attorney in fact, and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary. The revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. No revoked proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein. In no event shall any proxy, unless coupled with an interest, be

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voted on after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to-the Secretary of the Corporation. A shareholder shall not sell his vote or execute a proxy to any person for any sum of money or anything of value. A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid. Elections for directors need not be by ballot, except upon demand made by shareholder at the election and before the voting begins. Except as otherwise provided in the Articles, in each election of directors, cumulative voting shall be allowed. No share shall be voted at any meeting upon which any installment is due and unpaid.
     5. Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least fifteen (15) days prior to the meeting. Notice may be sent by third class mail only if the outstanding shares of the corporation are held of record by five hundred or more people (determined as provided in Section 1005 of California Corporations Code) on the record date for the shareholders’ meeting.
     6. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or

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question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.
     7. Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.
     8. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.
     9. Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least three (3) days before such meeting, unless a greater period of notice is required by statute in a particular case. Notice may be sent by third class mail only if the outstanding shares of the corporation are held of record by five hundred or more people (determined as provided in Section 605 of the California Corporations Code) on the record date of the shareholders’ meeting.
     10. The officer or agent having charge of the transfer books shall make, at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the

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meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote in person or by proxy, at any meeting of shareholders.
ARTICLE IV — DIRECTORS
     1. The business of this corporation shall be managed by its Board of Directors, five in number. The directors need not be residents of the Commonwealth of Pennsylvania or State of California or shareholders in the corporation. They shall be elected by the shareholders, at the annual meeting of shareholders of the corporation, and each director shall be elected for the term of one year, and until his successor shall be elected and shall qualify. Whenever all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.
     2. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.
     3. The meetings of the Board of Directors may be held at such place within this Commonwealth, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.
     4. Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be

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necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.
     5. Regular Meeting Dates of the Board shall be set by the Board with adequate notice to all members.
     6. Special meetings of the Board may be called by the President on three days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.
     7. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the Acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors and shall be filed with the Secretary of the corporation.
     8. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE V — OFFICERS
     1. The executive officers of the corporation except those elected in accordance with Section 210 of the California Corporation Law shall be chosen by the directors and shall be a President, Secretary and Treasurer. The Board of Directors may also choose a Vice President and such other officers and agents as it shall deem necessary who shall hold their offices for such

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terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the same person. It shall not be necessary for the officers to be directors.
     2. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.
     3. The executive officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any executive officer, any other officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.
     4. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the corporation; he shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation. He shall be EX-OFFICIO a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the-President ahd shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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     5. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
     6. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.
ARTICLE VI — VACANCIES
     1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.
     2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.

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ARTICLE VII — CORPORATE RECORDS
     1. There shall be kept at the registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a duplication of its By-Laws, including all amendments or alterations thereto to date, certified by the Secretary of the corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.
     2. Every shareholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and director, and make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its registered office in this Commonwealth or at its principal place of business.
ARTICLE VIII — SHARE CERTIFICATES, DIVIDENDS, ETC.
     1. The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation, as they are issued. They shall be signed by the President or Vice President and Secretary or Assistant Secretary and shall bear the corporate seal.

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     2. Tranfers of shares shall be made on the books of the corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.
     3. The Board of Directors may fix a time, not more than fifty days prior to the date of any meeting of shareholders, of the date fixed for the payment of any dividend or distribution, of the date for the allotment of rights, or of the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the termination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice. While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed for the determination of shareholders entitled to receive notice of, or vote at, a shareholders’ meeting, transferees of shares which are transferred on the books of the corporation within ten days next preceding the date of such meeting shall not be entitled to notice of or vote at such meeting.

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     4. In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.
     5. The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.
     6. Before payment of any dividend, there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.
ARTICLE IX — MISCELLANEOUS PROVISIONS
     1. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
     2. The fiscal year shall begin on the first day of each year.
     3. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.

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     4. Whenever any written notice is required by statute, or by the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
     5. One or more directors or shareholders may participate in a meeting of the Board, of a committee of the Board or of the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
     6. Except as otherwise provided in the Article or By-Laws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.
     7. Any payments made to an officer of employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such

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amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.
ARTICLE X — ANNUAL STATEMENT
     1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.
ARTICLE XI AMENDMENTS
     1. These By-Laws may be amended or repealed by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

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EX-3.23 24 g05435exv3w23.htm EX-3.23 ARTICLES OF INCORPORATION OF WVAE LICO, INC. EX-3.23 ARTICLES OF INCORPORATION OF WVAE LICO
 

Exhibit 3.23
State of Nevada Articles of Incorporation
1.   NAME OF CORPORATION:
WVAE Lico, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 100           Par Value: $1.00
Number of shares without par value: 0
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors o Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
See 1 in Addendum
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
             
John L. Finlayson
 
Name (print)
      Craig W. Bremer
 
Name (print) 		   
 
            
550 Gatehouse Lane, East York, PA 17402
      1020 Wetherburn Drive, York, PA 17404    
 
           
Address
            
 
            
/s/ John L. Finlayson
      /s/ Craig W. Bremer    
 
           
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:

The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
             
/s/ Domenic A. Borriello
 
Signature of Resident Agent
      November 12, 1997
 
Date 		   

 

 

Addendum
         
1.
  Name   Louise J. Appell, Jr.
 
  Address:   1700 Powder Mill Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
 
  Name:   Peter P. Brubaker
 
  Address:   160 Edgewood Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
 
  Name:   John L. Finlayson
 
  Address:   550 Gatehouse Lane, East
 
  City:   York
 
  State:   PA
 
  Zip:   17402
 
 
  Name:   David E. Kennedy
 
  Address:   2950 Broxton Lane
 
  City:   York
 
  State:   PA
 
  Zip:   17402
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EX-3.24 25 g05435exv3w24.htm EX-3.24 BYLAWS OF WVAE LICO, INC. EX-3.24 BYLAWS OF WVAE LICO, INC.
 

Exhibit 3.24

As Amended, as of May 5, 2006
WVAE LICO, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
     Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time

 

 

by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of. the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office

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until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter

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provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any

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distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these. bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of

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their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of

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directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated. shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by-vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be

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indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement

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of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable .period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create

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a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to, such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.25 26 g05435exv3w25.htm EX-3.25 CERTIFICATE OF ORGANIZATION OF SUSQUEHANNA LICENSE CO., LLC EX-3.25 CERTIFICATE OF ORGANIZATION
 

Exhibit 3.25
Certificate of Organization
Domestic Limited Liability Company
1.   The name of the limited liability company (designator is required, i.e., “company,” “limited” or “limited liability company” or abbreviation):
    Susquehanna License Co., LLC
 
2.   The (a) address of the limited liability company’s initial registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is:
 
    140 E. Market Street
York, PA 17401
York County
 
3.   The name and address, including street and number, if any, of each organizer is (all organizers must sign on page 2):
 
    Name:
Craig W. Bremer
 
    Address:
140 E. Market Street
York, PA 17401
 
4.   Strike out if inapplicable term.
 
    A member’s interest in the company is to be evidenced by a certificate of membership interest.
 
5.   The specified effective date, if any is: February 13, 2003.
IN TESTIMONY WHEREOF, the organizer(s) has (have) signed this Certificate of Organization this 11th day of February, 2003.
     
/s/ C. W. Bremer
 
Signature
   

EX-3.26 27 g05435exv3w26.htm EX-3.26 LIMITED LIABILITY COMPANY DECLARATION EX-3.26 LIMITED LIABILITY COMPANY DECLARATION
 

Exhibit 3.26
LIMITED LIABILITY COMPANY DECLARATION
OF
SUSQUEHANNA LICENSE CO., LLC,
A PENNSYLVANIA LIMITED LIABILITY COMPANY
     Susquehanna Radio Corp., a Pennsylvania corporation (the “Member”), has established a limited liability company (the “Company”) under the laws of its state of organization, and makes the following declarations in connection therewith:
     1. Formation. The Company has been organized as a limited liability company by filing a Certificate of Organization (the “Certificate”) under and pursuant to the Pennsylvania Limited Liability Company Law of 1994.
     2. Name. The name of the Company is as provided in the heading above and all Company business must be conducted in that name or such other names that may be selected by the Member and that comply with applicable law.
     3. Registered Office; Registered Agent; Offices. The registered office and registered agent of the Company in its state of formation shall be as specified in the Certificate or as designated by the Member in the manner provided by applicable law.
     4. Purpose. The purpose of the Company is to engage in any and all businesses that are not forbidden by the law of the jurisdiction(s) in which the Company engages in such businesses.
     5. Interest Units. The Member’s interest in the profits, losses or distributions of the Company shall be represented by units (“Units”). Each Unit shall represent an interest in the profits, losses and distributions of the Company and shall be identical in all respects with every other Unit. The Units may be certificated. The number of Units allocated to the Member are set forth on Exhibit A hereto. Exhibit A shall be updated, as necessary, from time to time by the Member.
     6. Investment Intent Representation. The Member represents that it has acquired the Units with knowledge that the Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act or unless an exemption from such registration is available; that it is purchasing the Units for its own account and without a view towards resale or distribution thereof; that it will not resell or otherwise dispose of all or any part of the Units, except as permitted by law, including, without limitation, any regulations under the Securities Act. There is no public or other market for the Units, and it is not anticipated that such a market will ever develop. The Member understands that for the foregoing reasons, it will be required to retain ownership of the Units and bear the economic risk of this investment for an indefinite period.

 

 

     7. Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction other than its state of formation, the Member shall cause the Company to comply with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction, if it is deemed legally necessary to so qualify.
     8. Designation of Management; Authority of Management. The Member shall designate the manager or managers of the Company.
     9. Standard of Care; Liability for Certain Acts. The Member and the Managers shall act in a manner that it or they believe in good faith to be in the best interest of the Company and with such care as an ordinarily prudent person in a like position would exercise under similar circumstances. The Member and the Managers shall not be liable to the Company for any action taken in managing the business or affairs of the Company if it or they performed the duties of their offices in compliance with the standard contained in this section. The Member and Managers shall not be liable to the Company for any loss or damage sustained by the Company except loss or damage resulting from (i) its intentional misconduct or knowing violation of law, (ii) a transaction in which the Member or Managers received a personal benefit in violation or breach of the provisions of this Declaration, or (iii) a failure to act in good faith and in a manner it reasonably believed to be in the best interests of the Company and consistent with the provisions of this Declaration.
     10. Term. The Company shall continue until dissolved in accordance with the Pennsylvania Limited Liability Company Law of 1994.
     11. Tax Classification. The Company shall not be treated as an association taxable as a corporation for federal and state income tax purposes.
     12. Limited Liability. The Member and Managers shall have no liability for the debts and obligations of the Company.
     13. Capital Contributions. The Member shall make such capital contributions to the Company as it may, in its sole discretion, deem necessary or appropriate.
     14. No Third-Party Rights. Nothing in this declaration shall create any rights in favor of the Company or any third party.
     15. Amendment. This declaration may be amended from time to time by resolution of the Member(s), including by unanimous written consent in lieu of a meeting.
******

2

 

Executed as of the 5th day of May, 2006.
         
  SUSQUEHANNA RADIO CORP., a Pennsylvania
corporation
 		  
  By:   /s/ Lewis W. Dickey, Jr.    
    Name:   Lewis W. Dickey, Jr.   
    Title:   Chairman, President and Chief Executive Officer   

3

 

         
EXHIBIT A
Membership Units
                 
    No. of Units   %of
Member
   Issued   Outstanding Units
SUSQUEHANNA RADIO CORP.
     100       100 %
Total
     100       100 %

4

EX-3.27 28 g05435exv3w27.htm EX.3.27 ARTICLES OF INCORPORATION OF WNNX LICO, INC. EX-3.27 ARTICLES OF INCORPORATION OF WNNX LICO
 

Exhibit 3.27
Articles of Incorporation
1.   NAME OF CORPORATION:
WNNX Lico, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 100           Par Value: $1.00
Number of shares without par value: 0
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors o Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
See 1 in Addendum
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
     
John L. Finlayson
  Craig W. Bremer
 
   
Name (print)
  Name (print)
 
    
550 Gatehouse Lane, East York, PA 17402
  1020 Wetherburn Drive, York, PA 17404
 
   
Address
    
 
    
/s/ John L. Finlayson
  /s/ C. W. Bremer
 
   
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
     
/s/ Domenic A. Borriello
  November 12, 1997
 
   
Signature of Resident Agent
  Date

 

 

Addendum
         
1.
   Name   Louise J. Appell, Jr.
 
   Address:   1700 Powder Mill Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   Peter P. Brubaker
 
   Address:   160 Edgewood Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   John L. Finlayson
 
   Address:   550 Gatehouse Lane, East
 
   City:   York
 
   State:   PA
 
   Zip:   17402
 
        
 
   Name:   David E. Kennedy
 
   Address:   2950 Broxton Lane
 
   City:   York
 
   State:   PA
 
   Zip:   17402

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EX-3.28 29 g05435exv3w28.htm EX-3.28 BYLAWS OF WNNX LICO, INC. EX-3.28 BYLAWS OF WNNX LICO, INC.
 

Exhibit 3.28
As Amended, as of May 5, 2006
WNNX LICO, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE 1
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

 

Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote. at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the. proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be

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transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the

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corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an

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election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by-the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or

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authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as

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director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or, without cause, by the holders of a majority of shares’ entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board

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of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

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Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the

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person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any

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change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or. interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

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Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation. shall indemnify any such indemnitee in connection with a proceeding (or part

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thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses’ conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights. shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time

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thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.

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Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if

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notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.29 30 g05435exv3w29.htm EX-3.29 CERTIFICATE OF INCORPORATION OF RADIO METROPLEX, INC. EX-3.29 CERTIFICATE OF INCORPORATION
 

Exhibit 3.29
As Amended, as of April 22, 1997
Articles of Incorporation
1.   NAME OF CORPORATION:
Radio Metroplex, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 100,000           Par Value: $1.00
Number of shares without par value:                     
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors o Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
See 1 in Addendum
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
     
John L. Finlayson
  Craig W. Bremer
 
   
Name (print)
  Name (print)
 
    
550 Gatehouse Lane, East York, PA 17402
  1020 Wetherburn Drive, York, PA 17404
 
   
Address
    
 
    
/s/ John L. Finlayson
  /s/ C. W. Bremer
 
   
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:

The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
     
/s/ Mary Alice Rogers
  November 21, 1996
 
   
Signature of Resident Agent
  Date

 

Addendum
         
1.
   Name   Louise J. Appell, Jr.
 
   Address:   1700 Powder Mill Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   Peter P. Brubaker
 
   Address:   160 Edgewood Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   John L. Finlayson
 
   Address:   550 Gatehouse Lane, East
 
   City:   York
 
   State:   PA
 
   Zip:   17402
 
        
 
   Name:   David E. Kennedy
 
   Address:   2950 Broxton Lane
 
   City:   York
 
   State:   PA
 
   Zip:   17402

- 2 -

EX-3.30 31 g05435exv3w30.htm EX-3.30 BYLAWS OF RADIO METROPLEX, INC. EX-3.30 BYLAWS OF RADIO METROPLEX, INC.
 

Exhibit 3.30
RADIO METROPLEX, INC.
(FORMERLY RDI, INC.)
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Dallas, County of Dallas, State of Texas.
     Section 2. The corporation may also have offices in such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Dallas, State of Texas, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Texas as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

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plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless-otherwise-prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute’ or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without ‘a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in

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the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed, by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of

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conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, hall have— and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation,

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recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the

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president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or

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a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate—shall have-ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new

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certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends .may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for-equalizing-dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect` to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce-rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee

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shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate

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of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.31 32 g05435exv3w31.htm EX-3.31 ARTICLES OF INCORPORATION OF RADIO CINCINNATI, INC. EX-3.31 ARTICLES OF INCORPORATION
 

Exhibit 3.31
As Amended, as of March 23, 2007
Articles of Incorporation
of
Radio Cincinnati, Inc.
FIRST: The name of said corporation shall be RADIO CINCINNATI, INC.
SECOND: The place in Ohio where its principal office is to be located is Cincinnati, Hamilton County
THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Ohio General Corporation Law.
FOURTH: The number of shares to which the corporation is authorized to have outstanding is FOUR THOUSAND (4,000) shares of common stock which shall be without par value.
FIFTH: The amount of stated capital with which the corporation shall begin business is TWENTY THOUSAND AND NO/100 Dollars ($20,000).
IN WITNESS WHEREOF, We have hereunto subscribed our names this 1st day of September 1971.
     
/s/ Charles E. Hamilton
 
Name (print)
   
 
    
/s/ Arthur J. Schuh
 
Name (print)
    
 
    
/s/ Peter J. McCarthy, Jr.
 
Name (print)
    
 
    
/s/ Charles E. Hamilton
 
Name (print)
    

 

 

     
/s/ Arthur J. Schuh
 
Name (print)
    
 
    
/s/ Peter J. McCarthy, Jr.
 
Name (print)
    

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EX-3.32 33 g05435exv3w32.htm EX-3.32 CODE OF REGULATIONS OF RADIO CINCINNATI, INC. EX-3.32 CODE OF REGULATIONS
 

Exhibit 3.32
As Amended, as of May 5, 2006
CODE OF REGULATIONS
OF
RADIO CINCINNATI, INC
adopted by its shareholders entitled to vote for the government of the corporation:
Article I.
MEETINGS OF SHAREHOLDERS
     (a) Annual Meetings. The annual meeting of the shareholders of this corporation shall be held at the principal office of the corporation, in Cincinnati, Ohio, on the 30th day in September of each year at 10:00 o’clock A.M., if not a legal holiday, but if a legal holiday, then on the day following at the same hour. The first annual meeting of the corporation shall be held in 1972.
     (b) Special meetings of the shareholders of this corporation shall be called by the Secretary, pursuant to a resolution of the Board of Directors, or upon the written request of two directors, or by shareholders representing 25% of the shares issued and entitled to vote. Calls for special meetings shall specify the time, place and object or objects thereof, and no business other than that specified in the call therefor shall be considered at any such meetings.
     (c) Notice of Meetings. A written or printed notice of the annual or any special meeting of the shareholders, stating the time and place, and in case of special meetings, the objects thereof, shall be given to each shareholder entitled to vote at such meeting appearing on the books of the corporation, by mailing same to his address as the same appears on the records of the corporation or of its Transfer Agent, or Agents, at least ten (10) days before any such meeting; provided, however, that no failure or irregularity of notice of any annual meeting shall invalidate the same or any proceeding thereat.
     All notices with respect to any shares to which persons are jointly entitled may be given to that one of such persons who is named first upon the books of the Corporation and notice so given shall be sufficient notice to all the holders of such shares.
     (d) Quorum. A majority in number of the shares authorized, issued and outstanding, represented by the holders of record thereof, in person or by proxy, shall be requisite to constitute a quorum at any meeting of shareholders, but less than such majority may adjourn the meeting of shareholders from time to time and at any such adjourned meeting any business may be transacted which might have been transacted if the meeting had been as originally called.
     (e) Proxies. Any shareholder entitled to vote at a meeting of shareholders may be represented and vote thereat by proxy appointed by an instrument in writing, subscribed by such shareholder, or by his duly authorized attorney, and submitted to the Secretary at or before such meeting.

 

 

Article II.
SEAL
     The seal of the corporation shall be circular, about two inches in diameter, with the name of the corporation engraved around the margin and the word “SEAL” engraved across the center. It shall remain in the custody of the Secretary, and it or a facsimile thereof shall be affixed to all certificates of the corporation’s shares. If deemed advisable by the Board of Directors, a duplicate seal may be kept and used by any other officer of the corporation, or by any Transfer Agent of its shares.
Article III.
SHARES
     SECTION 1. Certificates. Certificates evidencing the ownership of shares of the corporation shall be issued to those entitled to them by transfer or otherwise. Each certificate for shares shall bear a distinguishing number, the signature of the President or Vice-President, and of the Secretary or an Assistant Secretary, the seal of the corporation and such recitals as may be required by law. The certificates for shares shall be of such tenor and design as the Board of Directors from time to time may adopt.
     SECTION 2. Transfers. (a) The shares may be transferred on the proper books of the corporation by the registered holders thereof, or by their attorneys legally constituted, or their legal representatives, by surrender of the certificate therefor for cancellation and a written assignment of the shares evidenced thereby. The Board of Directors may, from time to time, appoint such Transfer Agents or Registrars of shares as it may deem advisable, and may define their powers and duties.
     (b) All endorsements, assignments, transfers, share powers or other instruments of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two of the following officers, to-wit: the President or a Vice-President, and the Treasurer or Secretary, or an Assistant Treasurer or an Assistant Secretary; or by any person or persons thereunto authorized by the Board of Directors.
     SECTION 8. Lost Certificates. The Board of Directors may order a new certificate or certificates of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every case the owner of the lost certificate or certificates shall first cause to be given to the corporation a bond, with surety or sureties satisfactory to the corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters pursuant to the statute made and provided.
     SECTION 4. Closing of Transfer Books. The share transfer books of the corporation may be closed by order of the Board of Directors for a period not exceeding ten (10) days prior

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to any meeting of the shareholders, and for a period not exceeding ten (10) days prior to the payment of any dividend. The times during which the books may be closed shall, from time to time, be fixed by the Board of Directors.
Article IV.
DIRECTORS
     The number of members of the Board of Directors shall be determined pursuant to law, by resolution of the shareholders entitled to vote, but shall not be less than one (1) member. The election of directors shall be held at the annual meeting of the shareholders, or at a special meeting called for that purpose.
     Directors shall hold office until the expiration of the term for which they were elected and shall continue in office until their respective successors shall have been duly elected and qualified.
Article V.
VACANCIES IN THE BOARD
     A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Secretary, unless some other time is specified therein. In case of any vacancy in the Board of Direct on, through death, resignation, disqualification, or other cause deemed sufficient by the Board, the remaining directors, though less than a majority of the whole board, by affirmative vote of a majority of those present at any duly convened meeting may, except as hereinafter provided, elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election and qualification of a successor.
Article VI.
REGULAR MEETINGS
     Regular meetings of the Board of Directors shall be held periodically on such dates as the Board may designate.
Article VII.
SPECIAL MEETINGS
     Special meetings of the Board of Directors shall be called by the Secretary and held at the request of the President or any two of the Directors.

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Article VIII.
NOTICE OF MEETINGS
     The Secretary shall give notice of each meeting of the Board of Directors, whether regular or special, to each member of the Board.
Article IX.
QUORUM
     A majority of the Directors in office at the time shall constitute a quorum at all meetings thereof.
Article X.
PLACE OF MEETINGS
     The Board of Directors may hold its meetings at such place or places within or without the State of Ohio as the Board may, from time to time, determine.
Article XI.
COMPENSATION
     Directors, as such, shall not receive any stated salary for their services, but, on resolution of the Board, a fixed sum for expenses of attendance, if any, may be allowed for attendance at each meeting, regular or special, provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of either executive or special committees may be allowed such compensation as the Board of Directors may determine for attending committee meetings.
Article XII.
ELECTION OF OFFICERS
     At the first meeting of the Board of Directors in each year (at which a quorum shall be present) held next after the annual meeting of the shareholders, and at any special meeting provided in Article VII, the Board of Directors shall elect officers of the corporation (including the President), and designate and appoint such subordinate officers and employee as it shall determine. They may also appoint an executive committee or committees from their number and define their powers and duties.

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Article XIII.
OFFICERS
     The officers of this corporation shall be a President, who shall be a director, and also a Vice President, a Secretary, a Treasurer who may or may not be directors. Said officers shall be chosen by the Board of Directors, and shall hold office for one year, and until their successors are elected and qualified. Additional Vice-Presidents may be elected from time to time as determined by the Directors who may also appoint one or more Assistant Secretaries, and one or more Assistant Treasurers, and such other officers and agents of the corporation as it may from time to time determine.
     Any officer or employee elected or appointed by the Board of Directors, other than that of director, may be removed at any time upon vote of the majority of the whole Board of Directors.
     The same person may hold more than one office, other than that of President and Vice-President. or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer.
     In case of the absence of any officer of the corporation, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any director, provided a majority of the whole Board of Directors concur therein.
Article XIV.
DUTIES OF OFFICERS
     (a) President. The President shall preside at all meetings of shareholders and directors. He shall exercise, subject to the control of the Board of Directors and the shareholders of the corporation, a general supervision over the affairs of the corporation, and shall perform generally all duties incident to the office and such other duties as may be assigned to him from time to time by the Board of Directors.
     (b) Vice-President. The Vice-President shall perform all duties of the President in his absence or during his inability to act, and shall have such other and further powers, and shall perform such other and further duties as may be assigned to him by the Board of Directors.
     (c) Secretary. The Secretary shall keep the minutes of all proceedings of the Board of Directors and of the shareholders and make a proper record of the same, which shall be attested by him. He shall keep such books as may be required by the Board of Directors, and shall take charge of the seal of the corporation, and generally perform such duties as may be required by the Board of Directors.
     (d) Treasurer. The Treasurer shall have the custody of the funds and securities of the corporation which may come into his hands, and shall do with the same as may be ordered by the Board of Directors. When necessary or proper he may endorse on behalf of the corporation for collection, checks, notes and other obligations. He shall deposit the funds of the corporation to

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its credit in such banks and depositaries as the Board of Directors may, from time to time, designate. The fiscal year of the corporation shall be co-extensive with the calendar year. He shall submit to the annual meeting of the shareholders, a statement of the financial condition of the corporation, and whenever required by the Board of Directors, shall make and render a statement of his accounts, and such other statements as may be required. He shall keep in books of the corporation, full and accurate accounts of all moneys received and paid by him for account of the corporation. He shall perform such other duties as may, from time to time, be assigned to him by the Board of Directors.
Article XV.
ORDER OF BUSINESS
  1.   Call meeting to order.
 
  2.   Selection of chairman and secretary.
 
  3.   Proof of notice of meeting.
 
  4.   Roll call, including filing of proxies with secretary.
 
  5.   Appointment of tellers.
 
  6.   Reading and disposal of previously unapproved minutes.
 
  7.   Reports of officers and committees.
 
  8.   If annual meeting, or meeting called for that purpose, election of directors.
 
  9.   Unfinished business.
 
  10.   New business.
 
  11.   Adjournment.
     This order may be changed by the affirmative vote of a majority in interest of the shareholders present.
Article XVI.
AMENDMENTS
     These regulations may be adopted, amended or repealed by the affirmative vote of a majority of the shares empowered to vote thereon at any meeting called and held for that purpose, notice of which meeting has been given pursuant to law, or without a meeting by the written assent of the owners of two-thirds of the shares of the corporation entitled to vote thereon.

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EX-3.33 34 g05435exv3w33.htm EX-3.33 ARTICLES OF INCORPORATION OF KRBE BROADCASTING, INC. EX-3.33 ARTICLES OF INCORPORATION
 

Exhibit 3.33
State of Nevada Articles of Incorporation
1.   NAME OF CORPORATION:
KRBE Broadcasting, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
6100 Neil Road, Suite 500
Reno, Nevada 89511
 
3.   SHARES:
Number of shares with par value:                     100 Par Value: $1.00
Number of shares without par value: 0
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors o Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
Louise J. Appell, Jr.
1700 Powder Mill Road
York, PA 17403
Peter P. Brubaker
160 Edgewood Road
York, PA 17403
John L. Finlayson
550 Gatehouse Lane, East
York, PA 17402
David E. Kennedy
2950 Broxton Lane
York, PA 17402
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:

 

 

7.   SIGNATURES OF INCORPORATORS:
         
John L. Finlayson
 
Name (print)
  Craig W. Bremer
 
Name (print) 		   
 
        
550 Gatehouse Lane, East York, PA 17402
 
Address
  1020 Wetherburn Drive, York, PA 17404
 
    
 
        
/s/ John L. Finlayson
 
   /s/ C. W. Bremer
 
    
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:

The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
         
/s/ Mary Alice Rogers
 
Signature of Resident Agent
  9-18-00
 
Date 		   

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EX-3.34 35 g05435exv3w34.htm EX-3.34 BYLAWS OF KRBE BROADCASTING, INC. EX-3.34 BYLAWS OF KRBE BROADCASTING, INC.
 

Exhibit 3.34
As Amended, as of May 5, 2006
KRBE BROADCASTING, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
     Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the, business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a

 

 

board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each’ stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shell qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in

4

 

the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of

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conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall, constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale,

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lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some’ other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the

11

 

president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates or a statement that the corporation shall furnish

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without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction

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upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall end December 31 unless a different date is fixed by resolution of the board of directors.

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SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE VII with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE VII shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE VII shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE VII is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit

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brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE VII or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.

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     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.35 36 g05435exv3w35.htm EX-3.35 ARTICLES OF INCORPORATON OF RADIO INDIANAPOLIS, INC. EX-3.35 ARTICLES OF INCORPORATION
 

Exhibit 3.35
ARTICLES OF INCORPORATION
OF
RADIO INDIANAPOLIS, INC.
The undersigned Incorporator, desiring to form a corporation (hereinafter referred to-as the “Corporation”) pursuant to the provisions of The Indiana General Corporation Act, as amended executes the following Articles of Incorporation.
ARTICLE 1 Identification
Section 1.01. Name. The name of the Corporation is Radio Indianapolis, Inc.
ARTICLE 2
Purposes
Section 2.01. Purposes. The purpose, for which the Corporation is formed is the transaction of any or all lawful business for which corporations may be incorporated under The Indiana General Corporation Act, as amended (such Act, as amended from time to time is hereinafter referred to as the “Act”).
Section 2.02. Powers. The Corporation, subject to any limitations or restrictions imposed by the Act, other law or the Articles of Incorporation, shall have the following general rights, privileges and powers:
Clause (a). Broadcasting. To operate a radio station by the use of apparatus for the transmission of energy, signals, communications, and entertainment by radio or over electrically charged wires; to buy, sell and disseminate the services of artists, amusement, entertainment and educational compositions; to buy, sell and disseminate news and information of general interest to the public; to manufacture, purchase, lease and sell radio equipment, television and electronics equipment.
Clause (b). Personal Property. To acquire (by purchase, exchange, lease, hire or otherwise), hold, own, use, lease, mortgage, pledge, give as security, sell, convey, exchange or otherwise deal in and dispose of, either alone or in conjunction with others, personal property, tangible or intangible, and commodities of every kind, character, and description whatsoever and any interests therein.
Clause (c). Real Estate. To acquire (by purchase, exchange, lease, hire or otherwise), hold, own, use, lease, mortgage, sell, convey, exchange or otherwise deal in and dispose of, either alone or in conjunction with others, real estate of every kind, character and description whatsoever and any interests therein, and any improvements thereon or appurtenances thereto.
Clause (d). Permits and Concessions. To acquire (by grant, purchase, lease or otherwise) permits, concessions, grants, franchises, licenses, registrations, rights and privileges of every kind and nature; to hold, own, use, develop, operate under, lease, mortgage, pledge, sell, convey,

 

 

exchange or otherwise deal with and dispose of the same to the extent permitted by law.
Clause (e). Patents and Similar Rights. To acquire (by application, purchase, exchange, lease, hire or otherwise), hold, own, use, lease, mortgage, pledge, sell, convey, exchange, and grant licenses or sub-licenses in respect of, or otherwise deal with and dispose of, letters patent of the United States of America or any foreign country, patent rights, licenses, privileges, inventions, discoveries, improvements, processes, formulae, copyrights, trademarks, and trade names.
Clause (f). Acquisition of Assets, Properties, Business, and Good Will. To acquire (by purchase, exchange, lease, hire or otherwise), all or any part of the assets, properties, business, or good will of any corporation, association, partnership or individual; to pay for the same in cash,, shares, or obligations of the Corporation or otherwise; to assume in connection therewith any liabilities of any such transferor; and to hold, own, use, develop, operate, and in any manner dispose of, the whole, or any part, of the assets, properties, business or good will so acquired.
Clause (g). Securities. To purchase, take, receive, subscribe for, or otherwise acquire, guarantee, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise deal in and dispose of shares or other interests in, or obligations of, other corporations, associations, partnerships, individuals, or other entities, including direct or indirect obligations or other securities of the United States of America or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.
Clause (h). Profit Sharing Arrangements. To enter into any lawful arrangement for sharing profits, union of interest, reciprocal association, or cooperative association or partnership with any one or more corporations, associations, partnerships, individuals or other. legal entities.
Clause (1). Agency. To act as agent of or representative for any one or more corporations, associations, partnerships, individuals, or other legal entities.
Clause (j). To Raise Funds. To borrow or raise monies from time to time, without limit as to amount; to issue, execute, accept, endorse, and deliver, as evidence of such borrowing, all kinds of securities, including, but without limiting the generality thereof, promissory notes, drafts, bills of exchange, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness; and to secure the payment and performance of the obligations thereunder, by mortgage on, pledge of, or other security interest in the whole or any part of the assets, properties, business or good will of the Corporation, whether at the time owned or thereafter acquired.
Clause (k). To Loan Funds. To lend money to corporations, associations, partnerships, individuals, and other legal entities, including employees of the Corporation or its subsidiaries; to take and hold any property as security for the payment of funds so loaned; but to make no advancement on account of services to be performed in the future or any loan of money or property to any officer or director of the Corporation.
Clause (1). Contracts. To enter into, perform, terminate and rescind contracts and other agreements.

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Clause (m). Guaranties. To make any guaranty respecting the shares, dividends, securities, indebtedness, interest, contracts, or other obligations created by any one or more corporations, associations, partnerships, individuals, or other legal entities.
Clause (n). Dealing in Its Own Shares. To .purchase, take, receive or otherwise acquire, hold, own, use, pledge, cancel, sell, transfer or otherwise dispose of (but not too vote) shares of the Corporation to the extent permitted by the Act.; to acquire the shares of the Corporation to the extent of unreserved and unrestricted earned and/or capital surplus available therefor, provided that no purchase of or payment for its own shares shall be made at a time when the Corporation is insolvent or when such purchase or payment would make it insolvent.
Clause (o). Donations. To make contributions out of the gross income of-the Corporation to such entities, and for any one or more of such purposes, as the Board of Directors may reasonably believe will constitute such contributions deductions from such gross income in computing the net income of the, Corporation, subject to tax pursuant to the provisions of the Internal Revenue Code as amended from time to time.
Clause (p). Capacity to Act. To have the capacity to act possessed by natural-persons, but shall have authority to perform only such acts as are necessary, convenient or expedient to accomplish the purposes for which it is formed and such as are not repugnant to law.
Clause (q). Officers, Agents and Employees. To elect officers, to appoint agents and to hire employees; to define their duties; to determine their compensation; and to pay pensions and establish pension plans, pension trusts, sharing and retirement plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees.
Clause (r). Indemnification. To indemnify any person made or threatened to be made a party to any action, suit or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate is or was a Director, member of the Executive Committee, Officer or employee of the Corporation, or of any corporation which he served as such at the request of the Corporation, against reasonable expenses, including attorneys’ fees, actually incurred by him in connection with the defense of such action, suit or proceeding or in connection with any appeal therein, except in relation to matters as to which it shall be finally adjudged in such action, suit or proceeding that such Director, member of Executive Committee, Officer or employee is liable for negligence or willful misconduct in the performance of his corporate duties; and to reimburse any such Director, member of the Executive Committee, Officer or employee for any amount paid upon any judgment and the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the Directors not involved in the matter in controversy (whether or not a quorum) that it was in the interest of the Corporation that such payment or settlement be made and that such Director, member of the Executive Committee, Officer or employee was not guilty of negligence or willful misconduct in the performance of his corporate duties.
Clause (s). Statutory Powers. To have and exercise all the general rights, privileges and powers

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set forth in the Act.
Clause (t). Ancillary Powers. To do all acts and things necessary, convenient or expedient to carry out the purposes for which the Corporation is formed.
Section 2.03. Construction of Powers as Purposes. The powers enumerated in Section 2.02 of this Article shall be construed as purposes as well as powers, and the matters expressed in each clause thereof shall be in no wise limited by reference to, or inference from, the terms of any other clause, each of such clauses being regarded as creating independent powers and purposes. Enumeration of specific additional powers in the clauses of Section 2.02 shall not be construed as limiting or restricting in any manner, either the meaning of general terms used in this Article or the scope of the powers of the Corporation created thereby; nor shall the expression of one thing be deemed to exclude another not expressed although it be of like nature.
Section 2.04. Carrying Out of Purposes and Exercise of Powers in Any Jurisdiction. The Corporation may carry out its purposes and exercise its powers in any state, territory, district or possession of the United States of America, or in any foreign country, to the extent that such purposes and powers are not forbidden by the laws of such state, territory, district or possession of the United States of America, or by such foreign country; and, in the case of any state, territory, district or possession of the United States of America, or any foreign country, in which one or more of such purposes or powers are forbidden by law, to limit the purpose or purposes which the Corporation proposes to carry on or the powers it proposes to exercise in such state, territory, district or possession of the United States of. America, or foreign country, to such purpose or purposes or powers as are not forbidden by the law thereof in any application to do business in such state, territory, district or possession of the United States of America, or foreign country.
Section 2.05. Limiting Provision. Nothing in these Articles o Incorporation shall be construed to authorize the conduct by the Corporation of rural loan and savings associations, credit unions, a banking, railroad, insurance, surety, trust, safe deposit, mortgage guarantee, or building and loan business, or to authorize the Corporation to carry on the business of receiving deposits of money, bullion, or foreign coins, or issuing bills, notes or other evidences of debt for circulation as money.
ARTICLE 3
Term of Existence
Section 3.01. Period. The period during which the Corporation shall continue is perpetual.
ARTICLE 4
Principal Office and Resident Agent
Section 4.01. Location. The post office address of the principal office of the Corporation is:

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1015 First Federal Building
Indianapolis, Indiana 46204
and the name and post office address of its Resident Agent in charge of such office are:
Mark W. Murphy
1015 First Federal Building
Indianapolis, Indiana 46204
ARTICLE 5
Number of Shares
Section 5.01. Amount. The total number of shares which the Corporation shall have authority to issue is Ten Thousand (10,000) shares with par value of Ten Dollars ($10.00) per share.
ARTICLE 6
Terms of Shares
Section 6.01. Designations of Classes, Number and Par Value-of Shares. The Ten Thousand (10,000) shares of the Corporation shall be. known as shares of “Common Stock”.
Section 6.02. Dividends on Common Stock.
Clause (a). Source and Medium. The holders of the shares of Common Stock shall be entitled to receive, when and as declared by the Board of Directors out of the unreserved and unrestricted earned and/or capital surplus available therefor, dividends payable either in cash, in property or in the shares of the Corporation.
Clause (b). Limitation Upon Dividends. No dividends shall be paid upon the Common Stock of the Corporation
(i) out of surplus due to or arising from unrealized appreciation in value, or from a revaluation of assets; or
(ii) if the Corporation is, or is thereby rendered, insolvent; or
(iii) if the stated capital of the Corporation is thereby impaired.
Section 6.03. Liquidation, etc. In event of any. voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of the shares of Common Stock shall be entitled, after due payment or provision for payment of the debts and other liabilities of the Corporation, to share ratably in the remaining net assets of the Corporation.
Section 6.04. Issue and Consideration for Common Stock. Shares of Common Stock may be issued by the Corporation for such an amount of consideration as may be fixed from time to time by the Board of Directors. Unless the Board of Directors by resolution shall provide otherwise, all consideration received by the Corporation from the sale of its Common Stock shall be allocated to the stated capital of the Corporation.

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Section 6.05. No Pre-emptive Rights. Shareholders shall have no pre-emptive rights to subscribe to or purchase any shares of Common Stock or other securities of the Corporation.
Section 6.06 . Equitable Interests in Shares or Rights. The Corporation, to the extent permitted by law, shall be entitled to treat the person in whose name any share or right is registered on the books of the Corporation as the owner thereof, for all purposes, and shall not be bound to recognize any equitable. or other claim to, or interest in, such share or right on the part of any other person; whether or not the Corporation shall. have notice thereof.
ARTICLE 7
Voting, Rights of Shares
Section 7.01. Right and Method of Voting. Every holder of shares of Common Stock of the Corporation shall have the right, at every Shareholders’ meeting, to one vote for each share of Common Stock standing in his name on the books of the Corporation, except as otherwise provided in the Act.
ARTICLE 8
Capital
Section 8.01. Amount. The Corporation shall not transact any business or incur any indebtedness, except such business or indebtedness as shall be incidental to its organization or to obtaining subscriptions to or payment for the shares of the Corporation,” until consideration of the value of at least One Thousand (1,000.00) Dollars has been received for the issuance of shares and allocated to the stated capital of the Corporation.
ARTICLE 9
Directors
Section 9.01. Number. The initial Board of Directors of the Corporation shall consist of three (3) Directors. The number of Directors of the Corporation shall be specified, from time to time, by the Code of-By-Laws, to be any number not fewer than the number required from time to time by the Act. If and whenever the Code of By-Laws does not contain a provision specifying the number of Directors, the number shall be three.
Section 9.02. Qualifications. Directors need not be Shareholders of the Corporation.
ARTICLE 10
Initial Board of Directors
Section 10.01. Names and Post Office Addresses. The names and post office addresses of the initial Board of Directors of the Corporation are as follows:
Name Post Office Address
Louis J. Appell, Jr.       1700 Powder Mill Road York, Pennsylvania 17403

Arthur W. Carlson       Upland Road, York, Pennsylvania 17403

William H. Simpson      985 Glen Eagles Drive York, Pennsylvania 17403

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ARTICLE 11
Incorporator
Section 11.01. Name and Post Office Address. The name and post office address of the incorporator of the Corporation is as follows:
Louis J. Appell, Jr.      1700 Powder Mill Road York, Pennsylvania 17403
ARTICLE 12
Provisions for Regulation of Business and Conduct of Affairs o Corporation
Section 12.01. Action by Shareholders. Meetings of the Shareholders of the Corporation shall be held at such-place, within or without the State of Indiana, as may be specified in the Code of By-Laws of the Corporation or in the respective notices, or waivers of notice, thereof. Any action required or permitted to be taken at any meeting of the Shareholders may be taken without a meeting if, prior to such action, a consent in writing setting forth the action so taken is signed by all the Shareholders entitled to vote with respect thereto, and such written consent is filed. with the minutes of the proceedings of the Shareholders.
Section 12.02. Action by Directors. Meetings of the Board of Directors of the Corporation shall be held at. such place, within or without the State of Indiana, as may be specified in the Code of By-Laws of the Corporation or in the respective notices, or waivers of notice, thereof. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if, prior to such action, a consent in writing setting forth the action so taken is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of such Board or Committee.
Section 12.03. Code of By-Laws. The Board of Directors of the Corporation shall-have power, without the assent or vote of the Shareholders, to make, alter, amend or repeal the Code of By-Laws of the Corporation, but the affirmative vote of a number of Directors equal to a majority of the number who would constitute a full Board of Directors at the time of such action shall be necessary to take any action for the making. alteration, amendment or repeal of the Code of By-Laws.
Section 12.04. Executive Committee. If the Code of By-Laws, for the time being in force, so provides, the Board of Directors may, by resolution adopted by a majority of the actual number of Directors elected and qualified, from time to time, designate two or more of its number to constitute an executive committee, which committee, to the extent provided in the resolution or Code of By-Laws, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation, and shall have power to authorize the execution of, and affixation of the seal of the Corporation to, all papers or documents which may require it.

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Section 12.05. Places of Keeping of Books of Account, etc. Subject to the limitations existing by virtue of the laws of Indiana, the books of account, records, documents and, papers of the Corporation may be kept at any place or places within or without the State of Indiana. The books of account, records, documents and papers of the Corporation shall be kept in its principal office or such other place or places as may from time to time be provided in the Code of By-Laws of the Corporation.
Section 12.06. Reliance by Directors on Books of Account, etc. Each Director of the Corporation shall be fully protected in relying in. good faith upon the books of account of the Corporation or statements prepared by. any of its Officers and employees as to the value and amount of the assets, liabilities and net profits of the Corporation, or any of such items; or in relying in good faith upon any other information pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.
Section 12.07. Provisions for Working Capital. The Board of Directors of the Corporation shall have power, from time to time, to fix and determine and to. vary the amount to be reserved as working capital of the Corporation and, before the payment of any dividends, it may set aside out of the net profits of the Corporation such sum or sums as it may from time to time in its absolute discretion determine to be proper, whether as a reserve fund to meet contingencies or for the equalizing of dividends, or for repairing or maintaining any property of the Corporation, or for an addition to surplus, or for any corporate purposes that the Board of Directors shall think conducive to the best interest of the Corporation, subject only to such limitations as the Code of By-Laws of the Corporation may from time to time impose.
Section 12.08. Interest of Directors in Contracts. Any contract or other transaction between the Corporation and one or more of its Directors, or between the Corporation and any firm of which one or more of its Directors are members or employees, or in which they are interested, or between the Corporation and any corporation, partnership or association of which one or more of its Directors are shareholders, members, directors, officers, or employees, or in which they are interested, or in which the Corporation is a member, shareholder, or otherwise interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors of the Corporation which acts upon, or in reference to, such contract or transaction and notwithstanding his or their. participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless, authorize, approve or ratify such contract or transaction by a vote of a majority of the disinterested Directors present, notwithstanding the fact that such majority of the disinterested Directors present may not constitute a quorum, a majority of the Board of Directors, or a majority of the Directors present at the meeting at which the contract or transaction is considered. This Section shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.
Section 12.09. Indemnification. The Corporation shall indemnify any person made or threatened to be made a party to any action, suit or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate is or was a Director, member of the Executive committee, Officer or employee of the Corporation, or of any corporation which he served as such at the

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request of the Corporation, against the. reasonable expenses, including attorneys’ fees, actually incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters ‘as to which it shall be finally adjudged in such action, suit or proceeding that such. Director, member of Executive Committee, Officer, or employee. is liable for negligence or willful misconduct in the performance of his corporate duties. The Corporation may also reimburse any such Director, member of the Executive Committee, Officer or employee, for any amount paid upon any judgment and the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the Directors not involved in the matter in controversy (whether or not a quorum) that it was in the interest of the Corporation that such payment or settlement be made and that .such Director, member of the Executive Committee, Officer or employee was not guilty of negligence or willful misconduct in the performance of his corporate duties.
Section 12.10. Compensation of Directors. The Board of Directors is hereby specifically authorized, in and by the Code of By-Laws of the Corporation, or by resolution duly adopted by such Board, to make provision for reasonable compensation to its members for their services as Directors, and to fix the basis and conditions upon which such compensation shall be paid. Any Director of the Corporation may also serve the Corporation in any other capacity and receive compensation therefor in any form.
Section 12.11. Direction of Purposes and Exercise of Powers by Directors. The Board of Directors, subject to any specific limitations or restrictions imposed by the Act or these Articles of Incorporation, shall direct the carrying out of the purposes and exercise the powers of the Corporation, without previous authorization or subsequent approval by the Shareholders of the Corporation.
Section 12.12. Amendments of Articles of Incorporation. The Corporation reserves the right to increase or decrease the number of its authorized shares, or any class or series thereof, and to reclassify the same, and to amend, alter, change or repeal any provision contained in the Articles of Incorporation, or in any amendment hereto, or to add any provision to the Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribed or permitted by the provisions of the Act or any amendment thereto, or by the provisions of any other applicable statute of the State of Indiana; and all rights conferred upon Shareholders in the Articles of Incorporation or any amendment hereto are granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned, being the Incorporator designated in Article 11, executes these Articles of Incorporation and certifies to the truth of the fact therein stated this 16th day of June, 1972.
/s/ Louis J. Appell, Jr.                                           
Louis J. Appell, Jr.

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EX-3.36 37 g05435exv3w36.htm EX-3.36 CODE OF BYLAWS OF RADIO INDIANAPOLIS, INC. EX-3.36 CODE OF BYLAWS OF RADIO INDIANAPOLIS, INC.
 

Exhibit 3.36
CODE OF BY-LAWS
OF
RADIO INDIANAPOLIS, INC.
ARTICLE 1
Identification
     Section 1.01. Name. The name of the Corporation is Radio Indianapolis, Inc. (hereinafter referred to as the “Corporation”).
     Section 1.02. Principal Office and Resident Agent; Power to Change. The post office address of the principal office of the Corporation is 1015 First Federal Building, Indianapolis, Indiana 46204; and the name and post office address of its Resident Agent is Mark W. Murphy, 1015 First Federal Building, Indianapolis, Indiana 46204. The location of its principal office or the designation of its Resident Agent, or both, may be changed at any time, or from time to time, when authorized by the Board of Directors, by filing with the Secretary of State, on or before the day any such change is to take effect, or within five days after the death of the Resident Agent or other unforeseen termination of his agency, a certificate signed by the President or a Vice-President, and the Secretary of the Corporation, and verified under oath by one of such officers signing the same, stating the change to be made and reciting that such change is made pursuant to authorization by the Board of Directors.
     Section 1.03. Place of Keeping Corporate Books and Records. The books of account, records, documents and papers of the Corporation shall be kept at 140 East Market Street, York, Pennsylvania 17401.
     Section 1.04. Seal. The Board of Directors of the Corporation may designate the design and cause the Corporation to obtain and use a corporate seal. The Corporation shall not be required to have a corporate seal or to use any corporate seal it may have for any purpose whatsoever. The absence of the impression of the corporate seal from any document shall not affect in any way the validity or effect of such document.
     Section 1.05. Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of January in each year and end on the 31st day of December in each year.
ARTICLE 2
Shares
     Section 2.01. Amount and Class. The total number of shares which the Corporation shall have authority to issue is ten thousand (10,000) shares with par value of Ten Dollars ($10.00). The ten thousand (10,000) shares of the Corporation shall be known as the shares of “Common Stock”.
     Section 2.02. Consideration for Shares. The Board of Directors shall issue the Common Stock of the Corporation in such manner and for such consideration as is specifically provided in

 

 

the Articles of Incorporation, or, to the extent no specific provision is therein contained, in such manner and for such amount of consideration as may be fixed from time to time by the Board of Directors.
     Section 2.03. Subscriptions for Shares. Subscriptions for shares of the Common Stock of the Corporation shall be paid to the Treasurer at such time or times, in such installments or calls, and upon such terms, as shall be determined from time to time by the Board of Directors.
     Section 2.04. Payment for Shares. Subject to the provisions of the Articles of Incorporation, the consideration for the issuance of shares of the Common Stock of the Corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for, or services actually rendered to, the Corporation; provided, however, that the part of the surplus of the Corporation which is transferred to capital upon the issuance of shares as a share dividend shall be deemed to be the consideration for the issuance of such shares. When payment of the consideration for which a share was authorized to be issued shall have been received by the Corporation, such share shall be declared and taken to be fully paid and not liable to any further call or assessment, and the holder thereof shall not be liable for any further payments thereon. In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of such property, labor or services shall be conclusive. Promissory notes, uncertified checks, or future services shall not be accepted in payment or part payment for any of the Common Stock of the Corporation.
     Section 2.05. Certificates for Shares. Each holder of the Common Stock of the Corporation shall be entitled to a certificate, signed by the President and the Secretary of the Corporation stating the name of the registered holder, the number of shares represented thereby, that such shares are with par value of Ten Dollars ($10.00) and whether such shares have been fully paid and are not liable to any further call or assessment. Such certificates shall be substantially in the following form:
     [form stock certificate]

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     Section 2.06. Certificates Issued Prior to Payment. If any certificate, representing shares of the Common Stock of the Corporation, is issued, but the shares represented thereby are not fully paid up, such certificate shall be legibly stamped to indicate the per centum which has been paid up, and as further payments are made thereon, the certificate shall be stamped accordingly.
     Section 2.07. Transfer of Stock. The Common Stock of the Corporation shall be transferable only on the books of the Corporation upon surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly authorized attorney, such endorsement or endorsements to be witnessed by one witness. The requirement for such witnessing may be waived in writing upon the form of endorsement by the President of the Corporation.
     Section 2.08. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate for shares of Common Stock in the place of any certificate theretofore issued and alleged to have been lost, stolen or destroyed, but the Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to furnish affidavit as to such loss, theft or destruction and to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate.
ARTICLE 3
Meetings of Shareholders
     Section 3.01. Place of Meetings. All meetings of Shareholders of the Corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent Shareholders thereat.
     Section 3.02. Annual Meeting. The annual meeting of the Shareholders for the election of Directors, and for the transaction of such other business as may properly come before the meeting, shall be held at ten o’clock in the forenoon of the first Tuesday in March of each year, if such day is not a legal holiday, and if a holiday then on the first following day that -is not a legal holiday. Failure to hold the annual meeting at the designated time shall not work any forfeiture or a dissolution of the Corporation.
     Section 3.03. Special Meetings. Special meetings of the Shareholders may be called by the President, by the Board of Directors, or by Shareholders holding of record not less than one-fourth of all the shares of Common Stock outstanding and entitled by the Articles of Incorporation to vote on the business proposed to be transacted thereat; and shall be called by the President or Vice-President at the request in writing of a majority of the Board of Directors, or at the request in writing of Shareholders holding of record not less than a majority of all the shares of Common Stock outstanding and entitled by the Articles of Incorporation to vote on the business for which the meeting is being called.
     Section 3.04. Notice of Meetings. A written or printed notice, stating the place, day and hour of the meeting, and, in case of a special meeting or when otherwise required by any provision of The Indiana General Corporation Act, the Articles of Incorporation or the Code of

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By-Laws, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary or by the Officers or persons calling the meeting to each holder of Common Stock of the Corporation at the time entitled to vote, at such address as appears upon the records of the Corporation, at least ten days before the date of the meeting. Notice of any such meeting may be waived in writing by any Shareholder if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting, in person or by proxy, shall constitute a waiver of notice of such meeting. Each Shareholder who has in the manner above provided waived notice of a Shareholders’ meeting, or who personally attends a Shareholders’ meeting, or is represented thereat by a proxy duly authorized to appear by an instrument of proxy complying with the requirements hereinafter set forth, shall be conclusively presumed to have been given due notice of such meeting.
     Section 3.05. Addresses of Shareholders. The address of any Shareholder appearing upon the records of the Corporation shall be deemed to be the same address as the latest address of such Shareholder appearing on the records maintained by the Secretary of the Corporation.
     Section 3.06. Voting at Meetings.
     Clause (a). Voting Rights. Every holder of Common Stock shall have the right, at every meeting of the Shareholders of the Corporation, with respect to every matter to be voted upon, to one (1) vote for each share of Common Stock standing in his name on the books of the Corporation.
     Clause (b). Proxies. A Shareholder may vote, either in person or by proxy executed in writing by the Shareholder or a duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein.
     Clause (c). Quorum. At any meeting of Shareholders, a majority of the shares of the Common Stock outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum.
     Clause (d). Voting Lists. The Secretary of the Corporation shall make, at least five days before each election of Directors, a complete list of the Shareholders entitled by the Articles of Incorporation to vote at such election, arranged in alphabetical order, with the address and number of shares so entitled to vote held by each, which list shall be on file at the principal office of the Corporation and subject to inspection by any Shareholder. Such list shall be produced and kept open at the time and place of election and subject to the inspection of any Shareholder during the holding of such election. The original stock register or transfer book, or a duplicate thereof kept in the State of Pennsylvania, shall be the only evidence as to who are the Shareholders entitled to examine such list, or the stock ledger or transfer book, or to vote at any meeting of the Shareholders.
     Section 3.07. Order of Business. The order of business at the annual meetings, and so tar as practicable at all other meetings, of Shareholders, shall be:
     Item (1). Proof of due notice of meeting.
     Item (2). Call of roll.

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     Item (3). Reading and disposal of any unapproved minutes.
     Item (4). Annual reports of Officers and Committees.
     Item (5). Unfinished business.
     Item (6). New business.
     Item (7). Election of Directors.
     Item (8). Adjournment.
     Section 3.08. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Shareholders may be taken without a meeting if, prior to such action, a consent in writing setting forth the action so taken is signed by all the Shareholders entitled to vote with respect thereto, and such written consent is filed with the proceedings of the Shareholders.
ARTICLE 4
The Board of Directors
     Section 4.01. Number, Election and Qualification. At each annual meeting of the Shareholders, the Directors shall be elected by the holders of the Common Stock entitled -by the Articles of Incorporation to elect Directors. Directors shall be elected for a term of one year; however, they shall hold office until their respective successors are chosen and qualified. Unless changed by an appropriate amendment of this Section, the business of the Corporation shall be managed by a Board of three (3) Directors; provided that at any time when all the shares of the Corporation are owned beneficially and of record by either one or two persons, the number of Directors shall be equal to the number of Shareholders. Directors need not be Shareholders of the Corporation. No decrease in the number of Directors at any time provided for by the Code of By-Laws shall have the effect of shortening the term of any incumbent director.
     Section 4.02. Annual Meeting. The Board of Directors shall meet each year immediately after the annual meeting of the Shareholders, at the place where such meeting of the Shareholders has been held, for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice shall be necessary for the holding of this annual meeting. If such meeting is not held as above provided, the election of Officers may be held at any subsequent meeting of the Board specifically called in the manner provided in Section 4.03 of this Article.
     Section 4.03. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President, and shall be called on the written request of any member of the Board of Directors. Notice of such a special meeting shall be sent by the Secretary to each Director at his residence or usual place of business by letter, telegram, cable or radiogram, at such time that, in regular course, such notice would reach such place not later than during the second day immediately preceding the day for such meeting; or may be delivered by the Secretary to a Director personally at any time during such second preceding day. At any meeting

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at which all Directors are present, notice of the time, place and purpose thereof shall be deemed waived; and notice may be waived by absent Directors, either by written instrument, telegram, cable or radiogram. Such meetings may be held at any place within or without the State of Indiana, as may be specified in the respective notices, or waivers of notice, thereof.
     Section 4.04. Quorum. A majority of the actual number of Directors elected aid qualified, from time to time shall be necessary to constitute a quorum.
     Section 4.05. Vacancies. Any vacancy occurring in the Board of Directors, caused by removal, resignation, death or other incapacity, or increase in the number of Directors, may be filled by a majority vote of the remaining members of the Board of Directors, until the next annual or special meeting of the Shareholders. If the vote of the remaining members of the Board shall result in a tie, such vacancy shall be filled by vote of the Shareholders at a special meeting-called for the purpose.
     Section 4.06. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of directors, or of any committee thereof, may be taken without a meeting, if, prior to such action, a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.
     Section 4.07. Removal. Any Director may be removed, either with or without cause, at any special meeting of the Shareholders by the affirmative vote of a majority in number of shares of the Shareholders of record present in person or by proxy and entitled to vote for the election of Directors, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. If the notice calling such meeting shall so provide, the vacancy caused by such removal may be filled at such meeting by vote of a majority of the Shareholders present and entitled to vote for the election of Directors.
     Section 4.08. Powers of Directors. The Board of Directors shall exercise all the powers of the Corporation, subject to the restrictions imposed by law, by the Articles of Incorporation, or by the Code of By-Laws.
     Section 4.09. Compensation of Directors. The Board of Directors is empowered and authorized to fix and determine the compensation of Directors for attendance at meetings of the Board and additional compensation for such additional services any of such Directors may perform for the Corporation.
ARTICLE 5
Executive Committee
     Section 5.01. Designation of Executive Committee. The Board of Directors may, by resolution adopted by a majority of the actual number of Directors elected and qualified, from time to time, designate two or more of its number to constitute an Executive Committee, which Committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation; but the designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of

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Directors, or any member thereof, of any responsibility imposed upon it or him by The Indiana General Corporation Act. No member of the Executive Committee shall continue to be a member thereof after he ceases to be a Director of the Corporation. The Board of Directors shall have the power at any time to increase or diminish the number of members of the Executive Committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof.
     Section 5.02. Powers of the Executive Committee. During the intervals between meetings or the board of Directors, and subject to such limitations as may be required by law or by resolution of the Board of Directors, the Executive Committee shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation. The Executive Committee may also from time to time formulate and recommend to the Board of Directors for approval general policies regarding the management of the business and-affairs of the Corporation. All minutes of meetings of the Executive Committee shall be submitted to the next succeeding meeting of the Board of Directors for approval; but failure to submit the same or to receive the approval thereof shall not invalidate any completed or incompleted action taken by the Corporation upon authorization by the Executive. Committee prior to the time at which the same should have been, or were, submitted as above provided.
     Section 5.03. Procedure; Meetings; Quorum. The Chairman of the Executive Committee of the Corporation, shall, if present, act as Chairman at all meetings of the Executive Committee and the Secretary of the Corporation shall, if present, act as Secretary of the meeting. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary of the Corporation, the Executive Committee shall appoint a chairman or secretary, as the case may be, of the meeting. The Executive Committee shall keep a record of its acts and proceedings. Regular meetings of the Executive Committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by resolution adopted by a majority of the Executive Committee. Special meetings of the Executive Committee shall be-called at the request of any member of the Executive Committee. Written notice of each special meeting of the Executive Committee shall be sent by the Secretary to each member of the Executive Committee at his residence or usual place of business by letter, telegram, cable or radiogram, at such time that, in regular course, such notice would reach such place not later than the day immediately preceding the day for such meeting; or may be delivered by the Secretary to a member personally at any time during such immediately preceding day. Notice of any such meeting need not be given to any member of the Executive Committee who has waived such notice, either in writing or by telegram, cable or radiogram, arriving either before or after such meeting, or who shall be present at the meeting. Any meeting of the Executive Committee shall be a legal meeting, without notice thereof having been given, if all the members of the Executive Committee who have not waived notice thereof in writing or by telegram, cable or radiogram, shall be present in person. The Executive Committee may hold its meetings within or without the State of Indiana,. at such place as it may from time to time by resolution determine. A majority of the Executive Committee, from time to time, shall be necessary to constitute a quorum for the transaction of any business, and-the act of a majority of the members present at a meeting at which a quorum is present shall be an act of the Executive Committee. The members of the Executive Committee shall act only as a Committee, and the individual members shall have no power as such. The Board of Directors may vote to the

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members of the Executive Committee a reasonable fee as compensation for attendance at meetings of such Committee.
     Section 5.04. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if, prior to such action, a consent in writing setting forth the action. so taken is signed by all members of the Executive Committee, and such written consent is filed with the minutes of the proceedings of the Executive Committee.
ARTICLE 6
The Officers
     Section 6.01. Number. The Officers of the Corporation shall consist of the President, one or more Vice-Presidents, the Secretary, Treasurer and such other subordinate officers as may be chosen by the Board of Directors at such time and in such manner and for such terms as the Board of Directors may prescribe. Any two or more offices may be held by the same person, except that the President shall not concurrently hold office as Secretary.
     Section 6.02. Election, Term of Office and Qualification. The officers shall be chosen annually by the board of Directors. Each officer shall hold office until his successor is chosen and qualified, or until his death, or until he shall have resigned, or shall have been removed in the manner hereinafter provided.
     Section 6.03. Removal. Any officer may be removed, either with or without cause, at any time, by the vote of a majority of the actual number of Directors elected and qualified, from time to time, at a special meeting called for the purpose.
     Section 6.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or the Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
     Section 6.05. Vacancies. Whenever any vacancies shall occur in any office by death, resignation, removal, increase in the number of offices. of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office during the remainder of the term for which his predecessor was elected or as otherwise provided herein.
     Section 6.06. The President. The President, who shall be chosen from among the Directors, shall preside at all meetings of Shareholders and Directors, discharge all the duties which devolve upon a presiding officer, and perform such other duties as the Code of By-Laws provides or the Board of Directors may prescribe. The President shall have full authority to execute proxies in behalf of the Corporation, to vote stock owned by it in any other corporation, and to execute, with the Secretary, powers of attorney appointing other corporations, partnerships, or individuals the agent of the Corporation, all subject to the provisions of The Indiana General Corporation Act, the Articles of Incorporation and the Code of By-Laws.

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     Section 6.07. The Vice-President. The Vice-President shall perform all duties incumbent upon the President during the absence or disability of the President, and perform such other duties as the Code of By-Laws may require or the Board of Directors may prescribe.
     Section 6.08. The Secretary. The Secretary shall attend all-meetings of the Shareholders and of the Board of Directors, and shall keep or cause to be kept in a book provided for the purpose a true and complete record of the proceedings of such meetings, and shall perform a like duty for all standing committees appointed by the Board of Directors, when required. He shall attend to the giving and serving of all notices of the Corporation, and shall perform such other duties as the Code of By-Laws may require or the Board of Directors may prescribe.
     Section 6.09. The Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all moneys, notes, securities and other valuables which may from time to time come into the possession of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository to be designated by the Board of Directors, and shall keep such bank account in the name of the Corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as the Code of By-Laws may require or the Board of Directors may prescribe. The Treasurer may be required to furnish bond in such amount as shall be determined by the Board of Directors.
     Section 6.10. Delegation of Authority. In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other Officer or to any Director, for the time being, provided a majority of the entire Board concurs therein.
     Section 6.11. Salaries. The salaries of the Officers shall be fixed, from time to time, by the Board of Directors. No Officer shall be prevented from receiving such salary by reason of the fact he is also a Director of the Corporation.
ARTICLE 7
Limitation of Liability
     Section 7.01. Limitation of Liability. No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a Director, Officer, or employee of the Corporation in good faith, if such person
     (i) exercised or used the same degree of such purpose or by written consent as provided in Section 4.06 of this Code of By-Laws.

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     The foregoing By-Laws have been read and by signature below are hereby approved this 20th day of June.
/s/ Louis J. Appell, Jr.                         
Louis J. Appell, Jr.
/s/ Arthur W. Carlson                          
Arthur W. Carlson
/s/ William H. Simpson                        
William H. Simpson

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EX-3.37 38 g05435exv3w37.htm EX-3.37 CERTIFICATE OF INCORPORATION OF BAY AREA RADIO CORP. EX-3.37 CERTIFICATE OF INCORPORATION
 

Exhibit 3.37
CERTIFICATE OF INCORPORATION
OF
Bay Area Radio Corp.
* * * * *
     1. The name of the corporation is
Bay Area Radio Corp.
     2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
     3. The nature of the business or purposes to be conducted or promoted is:
     To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
     4. The total number of shares of stock which the corporation shall have authority to issue is one Hundred Thousand (100,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Hundred Thousand Dollars ($100,000.00).
     The holders of common stock shall, upon the issue or sale of shares of stock of any class (whether now or hereafter authorized) or any securities convertible into such stock, have the right, during such period of time and on such conditions as the board of directors shall prescribe, to subscribe to and purchase such shares or securities in proportion to their respective holdings of common stock, at such price or prices as the board of directors may from time to time fix and as may be permitted by law.

 

 

     5. The name and mailing address of each incorporator is as follows:
     
NAME   MAILING ADDRESS
V. A. Brookens
  Corporation Trust Center
 
  1209 Orange Street
 
  Wilmington, Delaware 19801
 
    
J. L. Austin
  Corporation Trust Center
 
  1209 Orange Street
 
  Wilmington, Delaware 19801
 
    
M. C. Kinnamon
  Corporation Trust Center
 
  1209 Orange Street
 
  Wilmington, Delaware 19801
     6. The corporation is to have perpetual existence.
     7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:
     To make, alter or repeal the by-laws of the corporation.
     8. A Director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived any improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a Director, then the liability of a Director of the corporation shall be eliminated or limited to the fullest extent permitted by the amended Delaware General Corporation Law.

 

 

     Any repeal or modification of the foregoing paragraph by the stockholders of the corporation shall not adversely affect any right or protection of a Director of the corporation existing at the time of such repeal or modification.
     9. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.
     Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide.
The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.
     10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 19th day of July, 1989.
/s/ V. A. Brookens          
V. A. Brookens
/s/ J. L. Austin          
J. L. Austin
/s/ M. C. Kinnamon          
M. C. Kinnamon

 

EX-3.38 39 g05435exv3w38.htm EX-3.38 BYLAWS OF BAY AREA RADIO CORP. EX-3.38 BYLAWS OF BAY AREA RADIO CORP.
 

Exhibit 3.38

As Amended, as of May 5, 2006
Bay Area Radio Corp.
* * * * *
B Y- L A W S
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
     Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Wilmington, State of Delaware, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. Annual meetings of stockholders, commencing with the year 1989, shall be held on the first day of December if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they

 

 

shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less

 

 

than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

 

 

proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify,

 

 

unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, in the event such meeting is not held at the time and place fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

 

 

     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board four directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of

 

 

conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, such participation in a meeting shall constitute presence person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted, by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation,

 

 

recommending stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

 

 

ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

 

 

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

 

 

THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

 

 

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

 

 

     Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

 

 

TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such

 

 

share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject tote provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

 

 

FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
     Section 6. The corporate seal shall have inscribed thereon., the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
     Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

 

EX-3.39 40 g05435exv3w39.htm EX-3.39 ARTICLES OF INCORPORATION OF INDIANAPOLIS RADIO LICENSE CO. EX-3.39 ARTICLES OF INCORPORATION
 

Exhibit 3.39
Articles of Incorporation
1.   NAME OF CORPORATION:
Indianapolis Radio License Co.
 
2.   RESIDENT AGENT:
C T Corporation System
One North Capitol Avenue
Indianapolis, IN 46204
 
3.   SHARES:
Number of shares 10,000 Voting Common
 
4.   SIGNATURES OF INCORPORATORS:
     
Valerie H. McClain
  Daniel J. Kennedy
 
   
Name (print)
  Name (print)
 
    
1635 Market Street, Philadelphia PA 19103
  1635 Market Street, Philadelphia PA 19103
 
   
 
    
/s/ Valerie H. McClain
  /s/ Daniel J. Kennedy
 
   

EX-3.40 41 g05435exv3w40.htm EX-3.40 BYLAWS OF INDIANAPOLIS RADIO LICENSE CO. EX-3.40 BYLAWS OF INDIANAPOLIS RADIO LICENSE CO.
 

Exhibit 3.40
As Amended, as of May 5, 2006
Indianapolis Radio License Co.
* * * * *
B Y- L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The principal office shall be located at 140 E. Market Street, York, Pennsylvania 17401.
Section 2. The corporation may also have offices at such other places both within and without the State of Indiana as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the election of directors shall be held in York, State of Pennsylvania, at such place as may be fixed from time to time by the board of directors, and if no place is stated then at the principal office.
Section 2. Annual meetings of shareholders, commencing with the year 1993, shall be held on the 1st Monday of July if not a legal holiday, and if a legal holiday, then on the next secular day following, at 9:00 A.M. at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting stating the place, day and hour of the meeting shall be, given to each shareholder entitled to vote thereat not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction

 

 

of the president, the secretary, or, the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for any purpose other than the election of directors may be held at such time and place within or without the State of Indiana as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. If no place is stated, special meetings shall be held at the corporation’s principal office.
Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the articles of incorporation, may be called by the president, the board of directors or the holders of at least 25% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting.
Section 3. Written or printed notice of a special meeting of shareholders stating the time place and purpose or purposes thereof, shall be given to each, shareholder entitled to vote thereat, at least ten and not more than sixty days before the date fixed for the meeting.
Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes described in the meeting notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any

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meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than one hundred and twenty days after the date fixed for the original meeting, the directors must fix a new record date and notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders unless the vote of a greater number of shares of stock is required by law or the articles of incorporation.
Section 3. Each outstanding share of stock, having voting power, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.
Section 4. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

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ARTICLE V
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one (1) nor more than three (3). Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors, or by the shareholders at the annual meeting. The directors shall be elected at the annual meeting of shareholders, and each director elected shall hold office until his successor is elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by the shareholders, the board of directors, or a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. If the vacant office is filled by the shareholders and was held by a director elected by a voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy.
Section 3. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.
Section 4. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Indiana, at such place or places as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to

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establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise consistent with the articles of incorporation or by-laws.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board regular or special, may be held either within or State of Indiana.
Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.
Section 4. Unless the articles of incorporation or these bylaws provide otherwise, special meetings of the board of directors may be called by the president on at least 2 days’ notice of the time, date and place of meeting to each director, directors, without the either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.
Section 5. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the

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purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 6. A majority of the directors shall constitute a quorum for the transaction of business unless a greater number is required by law or by the articles of incorporation. (A quorum of the board of directors may consist of no fewer than one-third of the fixed or prescribed number of directors. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the articles of incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 7. Unless the articles of incorporation or by-laws provide otherwise, action required or permitted by law to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. The board of directors, by resolution adopted by a majority of the number of directors fixed by the by-laws or otherwise, may create one or more committees and appoint members of the board to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. Such committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee shall be filled; by the board of directors at a

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regular or special meeting, of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.
ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the articles of incorporation or of these bylaws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice whatever is required to be given under the provisions of the statutes or under the provisions of the articles of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation may be elected or appointed by the board of directors or by a duly elected or appointed officer if authorized by the board of directors. A corporation must have at least one officer. The same individual may simultaneously hold more than one office in a corporation.
Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, and one or more vice-presidents, a secretary and a treasurer, none of whom need be a member of the board. A corporation must have at least one officer.

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Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors or by an officer authorized by the board of directors.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed with or without cause at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors or by an officer authorized by the board of directors. Each officer has the authority and shall perform the duties as set forth herein or as prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings by his signature or by the signature of such secretary of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistance secretary.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary, or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer, or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE X
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation may but need not be represented by certificates signed (manually or in facsimile) by the president or a vice-president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof.
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in

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such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date for any such determination of, shareholders, such date in any case to be not more than seventy days prior to the meeting or the particular action requiring such determination of shareholders. If no record date is fixed for the determination of shareholders entitled to notice, of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders’ has been made as provided in this section, such determination shall apply to any adjournment thereof.

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REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Indiana.
LIST OF SHAREHOLDERS
Section 7. The officer or agent having charge of the transfer books for shares shall make, at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of each and the number of shares held by each, which list, for a period of five days prior to such meeting, shall be kept on file at the principal office of the corporation and shall, after written demand by the shareholder or the shareholder’s agent or attorney authorized in writing, b subject to inspection by any shareholder at any time during usual business hours and at the expense of the shareholder. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder or the shareholder’s agent or attorney authorized in writing during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of the shareholders.

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ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the articles of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of stock, subject to any provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Indiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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ARTICLE XII
AMENDMENTS
Section 1. These by-laws may be altered, amended, repealed or new by-laws may be adopted only by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board, unless otherwise provided by the articles of incorporations or by law.
Section 2. A by-law that fixes a greater quorum requirement for the board of directors may be amended or repealed only by the shareholders if the provision was originally adopted by the shareholders or only by the board of directors if the provision was originally adopted by the board of directors.

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EX-3.41 42 g05435exv3w41.htm EX-3.41 ARTICLES OF INCORPORATION OF KLIF BROADCASTING, INC. EX-3.41 ARTICLES OF INCORPORATION OF KLIF BROAD.
 

Exhibit 3.41
Articles of Incorporation
1.   NAME OF CORPORATION:
KLIF Broadcasting, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 10,000 Par Value: $1.00
Number of shares without par value:                                         
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors                                          Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
See 1 in Addendum                                                                                           
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
         
John L. Finlayson
  Craig W. Bremer    
 
Name (print)
 
 
Name (print) 		   
 
        
550 Gatehouse Lane, East York, PA 17402
  1020 Wetherburn Drive, York, PA 17404    
 
Address
 
 
    
 
        
/s/ John L. Finlayson
 
   /s/ C. W. Bremer
 
    
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
         
/s/ Domenic A. Borriello
  November 21, 1996    
 
Signature of Resident Agent
 
 
Date 		   

 

 

Addendum
         
1.
   Name   Louis J. Appell, Jr.
 
   Address:   1700 Powder Mill Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
 
   Name:   Peter P. Brubaker
 
   Address:   160 Edgewood Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
 
   Name:   John L. Finlayson
 
   Address:   550 Gatehouse Lane, East
 
   City:   York
 
   State:   PA
 
   Zip:   17402
 
 
   Name:   David E. Kennedy
 
   Address:   2950 Broxton Lane
 
   City:   York
 
   State:   PA
 
   Zip:   17402
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EX-3.42 43 g05435exv3w42.htm EX-3.42 BYLAWS OF KLIF BROADCASTING, INC. EX-3.42 BYLAWS OF KLIF BROADCASTING, INC.
 

Exhibit 3.42
As Amended, As of May 5, 2006
KLIF BROADCASTING, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time

 

 

by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though

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less than a quorum, or by a sole remaining director, and .the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such

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meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as

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the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares’ entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vicepresident, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the

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order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS

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Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the, corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES

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Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,

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stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT

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Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and

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held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the

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advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director., officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the

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indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS

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Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.43 44 g05435exv3w43.htm EX-3.43 ARTICLES OF INCORPORATON OF TEXAS STAR RADIO, INC. EX-3.43 ARTICLES OF INCOPORATION OF TEXAS STAR
 

Exhibit 3.43
As Amended, As of March 22, 2007
ARTICLES OF INCORPORATION
OF
TEXAS STAR RADIO, INC.
ARTICLE ONE
The name of the corporation is TEXAS STAR RADIO, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose of the corporation is to engage in any lawful act of activity for which corporations may be organized under the Texas Business Corporation Act.
ARTICLE FOUR
The corporation shall have the authority to issue 100,000 shares of the par value of $1.00 each. The shares shall be designated as common stock and shall have identical rights and privileges in every respect.
ARTICLE FIVE
No holder of stock of the corporation shall have preemptive rights to purchase or to subscribe for any additional issues of the corporation, including any warrants, options or rights to purchase any

 

 

such stock or any other securities of the corporation convertible into or exchangeable for stock of the corporation.
ARTICLE SIX
Directors shall be elected by plurality vote. Cumulative voting shall not be permitted.
ARTICLE SEVEN
The corporation will not commence business until it has received for tae issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done, or property actually received.
ARTICLE EIGHT
The Shareholders of the corporation hereby delegate to tae Board of Directors power to adopt, alter, amend, or repeal the Bylaws of the corporation; such power shall be deemed to be vested exclusively in the Board of Directors and shall not be exercised by the Shareholders.
ARTICLE NINE
A. If Paragraph (B) is satisfied, no contract or other transaction between the corporation and any of its Directors, officers or Shareholder (or any corporation or firm in which any of them are directly or indirectly interested) shall be invalid solely because of this relationship or because of the presence of such Director, Officer or Shareholder at the meeting authorizing such contract or transaction, or his participation in such meeting or authorization.
B. Paragraph (A) stall apply only if:
1. The material facts of the relationship or interest of each such Director, Officer or shareholder are known or disclosed;

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(a) To the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each such interested Director to be counted in determining whether a quorum is present, but not in calculating the majority necessary to carry the vote; or
(b) To the Shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes; or
2. The contract or transaction is fair to the corporation as of the time it is authorized or ratified by the Board of Directors, a committee of the Board or the Shareholders.
C. This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision.
ARTICLE TEN
The post office address of the initial registered office of the corporation is 3500 Maple Avenue, Suite 1310, Dallas, Texas 75219, and the name of its initial registered agent at such address is Marcos A. Rodriguez, Sr.
ARTICLE ELEVEN
The number of Directors constituting the initial Board of Directors is one, and the names and addresses of the persons who are to serve as Directors until the first annual meeting of the Shareholders, or until the successors are elected and qualified are:
NAME                     ADDRESS
Marcos A. Rodriguez, Sr.                200 Sewell Court
                                                          Irving, Texas 15238
ARTICLE TWELVE
The name and address of the incorporator is:

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NAME                     ADDRESS
Gerald A. Bates                2400 Texas American Bank Building
                                            Fort Worth, Texas 76102
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of August, 1989.
/s/ Gerald A. Bates                                                                            
GERALD A. BATES

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EX-3.44 45 g05435exv3w44.htm EX-3.44 BYLAWS OF HISPANIC COALITION, INC. EX-3.44 BYLAWS OF HISPANIC COALITION, INC.
 

Exhibit 3.44
BYLAWS OF
HISPANIC COALITION, INC.
(now Texas Star Radio, Inc.)
Contents
Art. 1: Offices
1.01 Registered Office and Agent
1.02 Other Offices
Art. 2: Shareholders
2.01 Place of Meetings
2.02 Annual Meeting
2.03 Voting List
2.04 Special Meetings
2.05 Notice
2.06 Quorum
2.07 Majority Vote; Withdrawal of Quorum
2.08 Method of Voting
2.09 Record Date; Closing Transfer Books
2.10 Action Without Meeting
Art. 3: Directors
3.01 Management
3.02 Number; Qualification; Election; Term
3.03 Change in Number
3.04 Removal
3.05 Vacancies
3.06 Election of Directors

1

 

3.07 Place of Meetings
3.08 First Meetings
3.09 Regular Meetings
3.10 Special Meetings
3.11 Quorum; Majority Vote
3.12 Compensation
3.13 Procedure
3.14 Interested Directors
Art. 4: Hedge Agreement
Art. 5: Notice
5.01 Method
5.02 Waiver
Art. 6: Officers and Agents
6.01 Number; Qualification; Election; Term
6.02 Removal
6.03 Vacancies
6.04 Authority
6.05 Compensation
6.06 President
6.07 Vice-President
6.08 Secretary
6.09 Assistant Secretary
6.10 Treasurer
6.11 Assistant Treasurer
Art. 7: Certificates and Shareholders

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7.01 Certificates
7.02 Replacement of Lost or Destroyed Certificates
7.03 Transfer of Shares
Art. 8: General Provisions
8.01 Dividends and Reserves
8.02 Books and Records
8.03 Annual Statement
8.04 Checks and Notes
8.05 Fiscal Year
8.06 Seal
8.07 Indemnification
8.08 Resignation
8.09 Amendment of Bylaws
8.10 Construction
8.11 Table of Contents; Headings
Article 1: Offices
1.01 Registered Office and Agent. The registered office of the corporation shall be at 3500 Maple Avenue, Suite 1310, Dallas TX 75219.
The name of the registered agent at such address is Marcos A. Rodriguez, Sr.
1.02 Other Offices. The corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.
Article 2: Shareholders
2.01 Place of Meetings. All meetings of the Shareholders for the election of Directors shall be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
2.02 Annual Meeting. An annual meeting of the Shareholders, commencing with the year 1990, shall be held each year on a day during the month to be selected by the Board of Directors. If

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such a day is a legal holiday, then the meeting shall be on the next secular day following. At the meeting, the Shareholders shall elect Directors and transact such other business as may properly be brought before the meeting.
2.03 Voting List. At least ten (10) days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each and the number of voting shares held by each, shall be prepared by the officer or agent having charge of the stock transfer books. The list, for a period of ten (10) days prior to the meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any Shareholder during the whole time of the meeting.
2.04 Special Meetings. Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, or by these Bylaws, may be called by the President, the Board of Directors, of the holders of not less than one-tenth of all the shares entitled to vote at the meetings. Business transacted at a special meeting shall be confined to the objects stated in the notice of the meeting.
2.05 Notice. Written or printed notice stating the place, day, and hour or the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) or more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the Officer or person calling the meeting, to each Shareholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the Shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
2.06 Quorum. The holders of a majority of the shares issued and outstanding and entitled to vote thereon, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by statute, by the Articles of Incorporation or by these Bylaws. If a quorum is not present or represented at a meeting of the Shareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might haws been transacted at the meeting as originally notified.
2.07 Majority Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of a majority of the shares having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

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2.08 Method of Voting. Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation. At any meeting of the Shareholders, every Shareholder having the right to vote may vote either in person, or by proxy executed in writing by the Shareholder or by his duly authorized Attorney-In-Fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be filed with the Secretary of the corporation prior to or at the time of the meeting. Voting for Directors shall be in accordance with Section 3.06 of these Bylaws. Any vote may be taken via voice or by show of hands unless someone entitled to vote objects, in which case, written ballots shall be used.
2.09 Record Date; Closing Transfer Books. The Board of Directors may fix in advance a record data for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of the Shareholders, the record date to be not less than ten (10) nor more than fifty (50) days prior to the meeting, or the Board of Directors may close the stock transfer books for place, unless (by unanimous consent of the Directors then elected) these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need be specified in a notice or waiver of notice.
3.11 Quorum; Majority Vote. At all meetings of the Board of Directors a majority of he number of Directors fixed by these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If a quorum is not present at a meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
3.12 Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of special or standing committees may, by resolution of the Board of Directors, be allowed like compensation for attending committee meetings.
3.13 Procedure. The Board of Directors shall keep regular minutes of its proceedings. The minutes shall be placed in the minute books of the corporation.
3.14 Interested Directors, Officers and Shareholders.
(a) Validity. Any contract or other transaction between the corporation and any of its Directors, officers or Shareholders (or any corporation or firm in which any of them are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of such Director, Officer or Shareholder at the meeting authorizing such contract or transaction, or his participation in such meeting or authorization.

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(b) Disclosure, Approval. The foregoing shall, however, apply only if the interest of each such Director, Officer or Shareholder is known or disclosed:
(1) To the Board of Directors and it nevertheless authorizes or ratifies the contract or transaction by a majority of the Directors present, each such interested Director to be counted in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or
(2) To the Shareholders and they nevertheless authorize or ratify the contract or transaction by such purpose for a period of not less than ten (10) nor more than fifty (50) days prior to such meeting. In the absence of any action by the board of Directors, the date upon which the notice of the meeting is mailed shall be the record date.
2.10 Action Without Meeting. Any action required by statute to be taken at a meeting of the Shareholders, or any action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Shareholders entitled to vote with respect to the subject matter thereof and such consent shall have the same force and affect as a unanimous vote of the Shareholders. Any such signed consent, or a signed copy thereof, shall be placed in the minute book of the corporation.
2.11 Telephone Meetings. Shareholders, members of the Board of Directors, or members of any committee designated by such board, may participate in and hold a meeting of such Shareholders, Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
(2) to the Shareholders and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, each such interested person to be counted for quorum and voting purposes.
(c) Non-Exclusive. This provision shall not be construed to validate any contract or transaction which would be valid in the absence of this provision.
Article 4: Hedge Agreement
Any payments, such as, but not limited to salary, commissions, bonus, interest, rent or entertainment reimbursement, which are made to any officers of the corporation, which may be disallowed to the corporation by the Internal Revenue service in whole or in part as a deductible expense for Federal Income Tax purposes, shall be reimbursed by such individuals or officers to the corporation to the full extent of the disallowance, and it shall be the duty of the Board of Directors to enforce payment of such disallowed amount, if any.
Article 5: Notice
5.01 Method. Whenever by statute or the Articles of Incorporation or these Bylaws, notice is required to be given to Directors or Shareholders, and no provision is construed to mean personal

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notice, any such notice may be givens (a) in writing, by mail, postage prepaid, addressed to the Director or Shareholder at the address appearing on the books of the corporation; or (b) in any other method permitted by law. Any notice required or permitted to be given by mail shall be deemed given at the time when the same is thus deposited in the United States Mails.
5.02 Waiver. Whenever by statute or the Articles of Incorporation or these Bylaws, notice is required to be given to Directors or Shareholders, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business on the ground that that meeting is not lawfully called or convened.
Article 6: Officers and Agents
6.01 Number; Qualification; Election; Term.
(a) The corporation shall have:
(1) A President, a Vice President, a Secretary and a Treasurer, and
(2) Such other Officers (including a Chairman of the Board and additional Vice-Presidents) and assistant officers and agents as the Board of Directors may think necessary.
(b) No officer or agent need be a Shareholder, Director or a resident of Texas.
(c) Officers named in Sec. 6.01(a)(1) shall be elected by the Board of Directors on the expiration of an officer’s term or ‘whenever a vacancy exists. Officers and agents named in Sec. 6.01 (a) (2) may be elected by the Board ‘at any meeting.
(d) Unless otherwise specified by the Board at the time of election or appointment, or in any employment contract approved by the Board, each officer’s and agent’s term shall end at the first meeting of Directors after the next annual meeting of Shareholders. He shall serve until the end of his term or, if earlier, his death, resignation, or removal.
(e) Any two or more offices may be held by the same person.
6.02 Removal. Any officer or agent elected or appointed by the Board J Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will :De served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed election or appointment of an officer or agent shall not of itself create contract rights.
6.03 Vacancies. Any vacancy occurring in any office of the corporation (by death, resignation, removal or otherwise) may be filled by the Board of Directors.

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6.04 Authority. Officers and agents shall have such authority and perform such duties in the management of the corporation as are provided in these Bylaws or as may be determined by resolution of the board of Directors not inconsistent with these Bylaws.
6.05 Compensation. The compensation of officers and agents shall be fixed from time to time by the Board of Directors.
6.06 President. The President shall be the chief executive officer of the corporation; he shall preside at all meetings of the Shareholders and the Board of Directors. He shall have general and active management of the business and affairs of the corporation and he shall see that all orders and resolutions of the Board are carried into effect. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe.
6.07 Vice-President. The Vice-Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and have the authority and exercise the powers of they President. They shall perform such other duties and have such other authority and powers au the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.08 Secretary.
(a) The Secretary shall attend all meetings of the Board of Directors and all meetings of the Shareholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the executive committee when required.
(b) He shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board of Directors,
(c) He shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors or the executive committee, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary.
(d) He shall be under the supervision of the President. He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time delegate.
6.09 Assistant Secretary. The Assistant Secretaries in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and have the authority and exercise the powers of the secretary. They shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.10 Treasurer.
(a) The Treasurer shall have the custody of the corporate funds and securities and shall keep lull and accurate accounts of receipts and disbursements of the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

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(b) He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and oil the financial condition of the corporation.
(c) If required by the Board of Directors, he shall give the corporation a bond in such form, in such sum, and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the corporation,, in cases of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
(d) He shall perform such other duties and have such other authority and powers as the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
6.11 Assistant Treasurer. The Assistant Treasurers in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and have the authority and exercise the powers of the Treasurer. They shall perform such other duties and have such other authority and powers is the Board of Directors may from time to time prescribe or as the President may from time to time delegate.
Article 7: Certificates and Shareholders
7.01 Certificates. Certificates in the form determined by the Board of Directors shall be delivered representing all shares to which Shareholders are entitled. Certificates shall be consecutively numbered and shall be entered In the books of the corporation as they are issued. Each certificate shall state on the face thereof the holder’s name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. They shall be signed by the President or a Vice-President and such other officer or officers as the Board of Directors shall designate, and may be sealed with the seal of the corporation or a facsimile thereof. If any certificate is countersigned by a transfer agent, or an assistant transfer agent or registered by a registrar (either of which is other than the corporation or an employee of the corporation), the signature of any such officer may be a facsimile.
7.02 Replacement of Lost or Destroyed Certificates. Upon allegation of having been lost or destroyed, any certificate or certificates previously issued by the corporation may be replaced, by direction of the Board of Directors, with the issuance of a new certificate or certificates, upon the making of an affidavit of that fact by the person claiming the loss or destruction. In so doing, the Board of Directors may, in its discretion and as a condition precedent to the issuance: (a) require the owner of the lost certificate, or his legal representative, to advertise the same in such manner as it shall require and/or (b) give the corporation a bond (with a surety or sureties satisfactory to the corporation) in such sum as it may direct, as indemnity against any claim, or expense resulting from any claim, that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

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7.03 Transfer of Shares. Shares of stock shall be transferable only on the books of the corporation by the holder thereof in person or by his duly authorized attorney. Upon surrender to the corporation or its transfer agent of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
7.04 Registered Shareholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as otherwise provided by law.
Article 8: General Provisions
8.01 Dividends and Reserves.
(a) Declaration and Payment. Subject to statute and the Articles of Incorporation, dividends may be declared by the Board of Directors of any regular or special meeting and may be paid in cash, in property, or in shares of the corporation. The declaration and payment shall be at the discretion of the Board of Directors.
(b) Record Date. The Board of Directors may fix in advance a record date e for he purpose of determining Shareholders entitled to receive payment of any dividend, the record date to be not more than fifty (50) days prior to the payment date of such dividend, or the Board of Directors may close the stock transfer books for such purpose for a period of not more than fifty (50) days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring the dividend shall be the record date.
(c) Reserves. By resolution the Board of Directors may create such reserve or reserves out of the earned surplus of the corporation as the Directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the corporation, or for any other purpose they think beneficial to the corporation. The Directors may modify or abolish any such reserve in the manner in which it was created.
8.02 Books and Records. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Shareholders and Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Shareholders, giving the names and addresses of all Shareholders and the number and class of the shares held by each.
8.03 Annual Statement. The Board of Directors shall present at each annual meeting of Shareholders a full and clear statement of the business and condition of the corporation, including a reasonably detailed balance sheet, income statement, and surplus statement.

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8.04 Checks and Notes. All checks or demands for money and notes of the corporation shall be signed by such officer or such other person or persons as the Board of Directors may from time to time designate.
8.05 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
8.06 Seal. The corporate seal (of which there may be one or more exemplars) shall contain the name of the corporation and the name of the state of incorporation. The seal may be used by impressing it or reproducing a facsimile of it, or otherwise.
8.07 Indemnification of Directors and Officers. The corporation shall, to the fullest extent to which it is empowered to do so by the Texas Business Corporation Act., or any other applicable laws as may from time to time be in effect, indemnify any person who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director, Officer, Partner, ventures, Proprietary, Trustee, Employee, Agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by runt in connection with such action, suit or proceeding. The corporation’s obligations under this section include, but are not limited to, the convening of any meeting, and the consideration of any matter thereby, required by statute in order to determine the eligibility of an Officer or Director for indemnification. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, officer, Employee or Agent who may be entitled to such indemnification, to repay such amount if it shall ultimately be determined that ,he is not entitled to be indemnified by the corporation. The corporation’s obligation to indemnify and to prepay expenses under this Section shall arise, and all rights granted to Director, Officers, Employees or Agents hereunder shall vest, at the time of the occurrence of the transaction or event to which such action, suit or proceeding relates, or at the, time that the action or conduct to which such action, suit or proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless or when such action, suit or proceeding is first threatened, commenced or completed. Notwithstanding any other provision of these Bylaws or the Articles or Certificate of Incorporation of the corporation, no action taken by the corporation, either by amendment of the Bylaws or the Certificate of Incorporation of the corporation or otherwise, shall diminish or adversely affect any rights to indemnification, or prepayment of expenses granted under this Section which shall have become vested as aforesaid prior to the date that such amendment or other corporate action is taken. Further, if any provision of this Section shall be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired.
8.08 Resignation. Any Director, Officer, or Agent may resign by giving written notice to the President or the Secretary. The resignation shall take effect at the time specified therein, or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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8.09 Amendment of Bylaws. These Bylaws may be altered, amended or repealed at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting, provided notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting.
8.10 Construction. Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws shall be invalid or inoperative, then, so far as is reasonable and possible:
(a) The remainder of these Bylaws shall be considered valid and operative, and
(b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.
8.11 Table of Contents; Headings. The table of contents and headings used in these Bylaws have been inserted for convenience only and do not constitute matter to be construed for interpretation.

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EX-3.45 46 g05435exv3w45.htm EX-3.45 CERTIFICATE OF INCORPORATION OF S.C.I. BROADCASTING, INC. EX-3.45 CERTIFICATE OF INCORPORATION
 

Exhibit 3.45
Articles of Incorporation
Article I. Name
Name of Corporation: S.C.I. Broadcasting, Inc.
Article II. Registered Office and Agent
Name of Agent: Robert W. Lanum
Street Address of Registered Office: 213 Magnolia Avenue, Jeffersonville, IN 47130
Article III. Authorized Shares
Number of shares: 1,000 common
Article IV. Incorporators
Robert W. Lanum, 323 East Court, Jeffersonville, IN 47130
In Witness Whereof, the undersigned being all of the incorporators of said corporation execute these Articles of Incorporation and verify, subject to penalties of perjury, that the statements contained herein are true, this 28th day of July 1989.
     
/s/ Robert W. Lanum
 
Name (print): Robert W. Lanum
   

 

EX-3.46 47 g05435exv3w46.htm EX-3.46 CODE OF BYLAWS OF S.C.I. BROADCASTING, INC. EX-3.46 CODE OF BYLAWS OF S.C.I. BROADCASTING
 

Exhibit 3.46
As Amended, as of May 5, 2006
CODE OF BY-LAWS
OF
S.C.I. BROADCASTING, INC.
ARTICLE 1
Definitions and Abbreviations
     As used in this Code of By-Laws, when capitalized:
         
Section   Term   Definition
1.01
  “Corporation:   means the Corporation whose name appears in section 2.01 of these By-Laws.
 
        
1.02
  “Act”   when used in the text, means The Indiana Business Corporation Act of 1986, as amended from time to time.
 
        
1.03
  “Articles of Incorporation”   means the Articles of Incorporation of the Corporation, as amended from time to time.
 
        
1.04
  “By-Laws”   means the Code of By-Laws of the Corporation, as amended from time to time.
ARTICLE 2
Identification
     Section 2.01. Name. The name of the Corporation is S.C.I. Broadcasting, Inc.
     Section 2.02. Principal office and resident agent—power to change. The post office address of the principal office of the Corporation is 213 Magnolia Avenue, Jeffersonville, Indiana 47130.
     The name and post office address of its resident agent in charge of such office is Robert W. Lanum, 213 Magnolia Avenue, Jeffersonville, Indiana 47130.
     The location of its principal office, or the designation of its resident agent, or both, may be changed at any time or from time to time, when authorized by the Board of Directors, by filing with the Secretary of State, on or before the day any change is to take effect, or within five days after the death of the resident agent or other unforeseen termination of his agency, a certificate signed by the President or a Vice President, and the Secretary or an Assistant

 

 

Secretary of the Corporation, and verified under oath by one of such officers signing the same, stating the change to be made and reciting that such change is made pursuant to authorizations by the Board of Directors.
     Section 2.03. Fiscal year. The fiscal year of the Corporation shall begin on the 1st day of January in each year and end on the 31st day of December in the same year.
ARTICLE 3
Capital Stock
     Section 3.01. Consideration for shares. The Board of Directors shall cause the Corporation to issue the shares of stock of the Corporation for such consideration as has been fixed by such Board pursuant to the provisions of the Articles of Incorporation.
     Section 3.02. Subscriptions for shares. Subscriptions for shares of the stock of the Corporation shall be paid to the Treasurer at such time or times, in such installments or calls, and upon such terms as shall be determined from time to time by the Board of Directors.
     Section 3.03. Payment of shares. Subject to the provisions of the Articles of Incorporation, the consideration for the issuance of shares of the stock of the Corporation may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor actually performed for, or services rendered to, the Corporation; provided, however, that the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share-dividend shall be deemed to be the consideration for the issuance of such shares. when payment of the consideration for which a share was authorized to be issued shall have been received by the Corporation, or when surplus shall have been transferred to stated capital upon the issuance of a share dividend, such share shall be declared and taken to be fully paid and not liable to any further call or assessment, and the holder thereof shall not be liable for any further payments thereon. In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of such property, labor or services received as consideration, or the value placed by the Board of Directors upon the corporate assets in the event of a share dividend, shall be conclusive. Promissory notes, uncertified checks, or future services shall not be accepted in payment or part payment of any of the capital stock of the Corporation.
     Section 3.04. Certificates for common shares. Each holder of the shares of the Corporation shall be entitled to a certificate, signed by the President or a vice President, and the Secretary or an Assistant Secretary of the Corporation, stating the name of the registered holder, the number of shares represented thereby, that such shares are without par value, and whether such shares have been fully paid and are not liable to any further call or assessment. Such certificate shall be substantially in the form of the certificate set forth on the following page of these By-Laws.
     Section 3.05. Certificates issued prior to payment. If any certificate representing shares of the stock of the Corporation is issued, but the shares represented thereby are not fully paid up, such certificate shall be legibly stamped to indicate the percent which has been paid up, and as further payments are made thereon, the certificate shall be stamped accordingly.

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     Section 3.06. Transfer of stock. The shares of the Corporation shall be transferable only on the books of the Corporation upon the surrender of the certificate or certificates representing the same, properly endorsed by the registered holder or by his duly-authorized attorney, such endorsement or endorsements to be witnessed by one witness. The requirement for such witnessing may be waived in writing upon the form of endorsement by the President, a Vice President, or the Secretary of the corporation.
     Section 3.07. Lost, stolen or destroyed certificates. The Corporation may issue a new certificate for shares of the Corporation in the place of any certificate theretofore issued and alleged to. have been lost, stolen or destroyed, but the Board of Directors may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to furnish an affidavit as to such loss, theft or destruction, and to give a bond in such form and substance, and with such surety or sureties, with fixed or open penalty, as it may direct, to indemnify the Corporation against any claim that may be made on account of the alleged loss, theft or destruction of such certificate.
ARTICLE 4
Meetings of Shareholders
     Section 4.01. Place of meetings. All meetings of shareholders of the Corporation shall be held at such place, within or without the State of Indiana, as may be specified in the respective notices or waivers of notice thereof, or proxies to represent shareholders thereat.
     Section 4.02. Annual meeting. The annual meeting of the shareholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at 10:00 a.m. on the second Tuesday of February of each year, if any such day is not a legal holiday, and, if a holiday, then on the first following day that is not a legal holiday. Failure to hold the annual meeting at the designated time shall not work any forfeiture or a dissolution of the Corporation.
     Section 4.03. Special meetings. Special meetings of the shareholders of the Corporation may be called by the President, by any Vice President, by the Board of Directors, or by shareholders holding of record not less than one-fourth of all the shares outstanding and entitled by the Articles. of Incorporation to vote on the business proposed to be. transacted thereat; and shall be called by the President or one of the Vice Presidents at the request in writing of a majority of the Board of Directors, or at the request in writing of shareholders holding of record not less than a majority of all of the shares outstanding and entitled by the Articles of Incorporation to vote on the business for which the meeting is being called.
     Section 4.04. Notice of meetings. A written or printed notice, stating the place, day and hour of the meeting and, in case of a special meeting, or when required by any other provision of the Act or the Articles of Incorporation or this Code of By-Laws, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the Secretary, or by the officers or persons calling the meeting, to each shareholder of record entitled by the Articles of Incorporation and by the Act to vote at such meeting, at such address as appears upon the records of the Corporation, at least ten days prior to the date of the meeting. Notice of any such meeting

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may be waived in writing by any shareholder, if the waiver sets forth in reasonable detail the purpose or purposes for which the meeting is called, and the time and place thereof. Attendance at any meeting in person, or by proxy when the instrument of proxy sets forth in reasonable detail the purpose or purposes for which the meeting is called, shall constitute a waiver of notice of such meeting. Each shareholder who has in the manner above provided waived notice of a shareholders meeting, or who personally attends a shareholders meeting, or is represented thereat by a proxy authorized to appear by an instrument of proxy complying with the requirements above set forth, shall be conclusively presumed to have been given due notice of such meeting.
     Section 4.05. Addresses of shareholders. The address of any shareholder appearing upon the records of the Corporation shall be deemed to be the same address as the latest address of such shareholder appearing on the records maintained by the Secretary of the Corporation.
     Section 4.06. Voting at meetings.
     Clause 4.061. Common stock. Except as otherwise provided by law or by the provisions of the Articles of Incorporation, every holder of shares of stock of the Corporation shall have the right, at every shareholders meeting, to one vote for each share of stock standing in his name on the books of the Corporation.
     Clause 4.062. Prohibition against voting stock. No share of stock shall be voted at any meeting:
     Item 4.0621. Unpaid installment. Upon which any installment is due and unpaid;
     Item 4.0622. Shares belonging to the Corporation. Which belong to the Corporation.
     Clause 4.063. Voting of shares owned by other corporations. Shares of the Corporation standing in the name of another corporation may be voted by such officer, agent or proxy as the Board of Directors of such other corporation may prescribe, and in the absence of such designation by such person as may be nominated in a proxy duly executed for the purpose by the president or a vice president, and the secretary or an assistant secretary of such other corporation.
     Section 4.064. Voting of shares owned by fiduciaries. Shares held by fiduciaries may be voted by the fiduciaries in such manner as the instrument or order appointing such fiduciaries may direct; in the absence of such direction, or the inability of the fiduciaries to act in accordance therewith, the following provisions shall apply:
     Item 4.0641. Joint fiduciaries. Where shares are held jointly by three or more fiduciaries, such shares shall be voted in accordance with the will of the majority.
     Item 4.0642. Equally divided fiduciaries. Where the fiduciaries or a majority of them cannot agree, or where they are equally divided upon the question of voting such shares, any court of general equity jurisdiction may, upon petition filed by any of such fiduciaries, or by any party in interest, direct the voting of such shares as it may deem for the best interest of the beneficiaries, and such shares shall be voted in accordance with such direction.

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     Item 4.0643. Proxy of fiduciary. The general proxy of a fiduciary shall be given the same weight and effect as the general proxy of an individual or corporation.
     Clause 4.065. Voting of pledged shares. Shares that are pledged may, unless otherwise provided in the agreement of pledge, be voted by the shareholder pledging the same until the shares shall have been transferred to the pledgee on the books of the Corporation, and thereafter they may be voted by the pledgee.
     Clause 4.066. Proxies. A shareholder may vote either in person or by proxy executed in writing by the shareholder or a duly-authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein.
     Clause 4.067. Quorum. At any meeting of shareholders a majority of the shares of the common stock outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum.
     Clause 4.068. Voting lists. The Secretary of the Corporation shall make, at least five days before each election of directors, a complete list of the shareholders entitled by the Articles of Incorporation to vote at such election, arranged in alphabetical order, with the address and number of shares so entitled to vote held by each, which list shall be on file at the principal office of the Corporation and subject to the inspection of any shareholder. Such list shall be produced and kept open at the time and place of election and subject to the inspection of any shareholder during the holding of such election. The original stock register or transfer book, or a duplicate thereof kept in the State of Indiana, shall be the only evidence as to who are the shareholders entitled to examine such list, or the stock ledger or transfer book, or to vote at any meeting of the shareholders.
     Clause 4.069. Fixing of record date to determine shareholders entitled to vote. The Board of Directors may prescribe a period not exceeding thirty days prior to meetings of the shareholders during which no transfer of stock on the books of the Corporation may be made; or in lieu of prohibiting the transfer of stock, may fix a day and hour not more than thirty days prior to the holding of any meeting of shareholders as the time as of which shareholders entitled to notice of, and to vote at, such meeting shall be determined, and all persons who are holders of record of voting shares at such time, and no others, shall be entitled to notice of, and to vote at, such meeting.
     Clause 4.070. Taking action by consent. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if, prior to such action, a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof, and such written consent is filed with the minutes of the proceedings of the shareholders.
     Clause 4.071. Fixing of record date to determine shareholders entitled to receive corporate benefits. The Board of Directors may fix a day and hour not exceeding thirty days preceding the date fixed for payment of any dividend, or for the delivery of evidences of rights, or for the distribution of certificates for shares of stock without par value upon a change of outstanding shares without par value into a greater number of shares, as a record time for the

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determination of the shareholders entitled to receive any such dividend, rights or distribution, and in such case only shareholders of record at the time so fixed shall be entitled to receive such dividend, rights or distribution. The Board of Directors, at its option, may also prescribe a period. not exceeding thirty days prior to the payment of such dividend, delivery or distribution, during which no transfer of stock on the books of the Corporation may be made.
     Clause 4.072. Order of business. The order of business at annual meetings, and so far as practicable at all other meetings, of shareholders, shall be:
     Item 4.0721. Proof of due notice of meeting.
     Item 4.0722. Call of roll.
     Item 4.0723. Reading and disposal of any unapproved minutes.
     Item 4.0724. Annual reports of officers and committee.
     Item 4.0725. Unfinished business.
     Item 4.0726. New business.
     Item 4.0727. Election of directors.
     Item 4.0728. Adjournment.
ARTICLE 5
The Board of Directors
     Section 5.01. Election and qualification. At the first annual meeting of the shareholders, and at each annual meeting thereafter, directors shall be elected by the holders of the shares of stock entitled by the Articles of Incorporation to elect directors, for a term of one year; and they shall hold office until their respective successors are chosen and qualified. Until the first annual meeting, the business of the Corporation shall be managed by a Board of Directors. The number of directors which shall constitute the whole board shall be not less than one nor more than three. Directors need not be shareholders of the Corporation. No decrease in the number of directors at any time provided for by the Code of By-Laws shall become effective prior to the date of the first annual meeting for the election of directors that is held after the date on which the provision of the Code of By-Laws making such change is adopted. Any vacancy occurring in the Board of Directors caused by an increase in the number of directors at any time provided for by the Code of By-Laws shall be filled by vote of the shareholders at their next annual meeting, or at any special meeting called for such purpose.
     Section 5.02. Vacancies. Any vacancy occurring in the Board of Directors caused by resignation, death or other incapacity shall be filled by a majority vote of the remaining members of the Board of Directors, until the next annual meeting of the shareholders. If the vote of the remaining members of the Board shall result in a tie, such vacancy may be filled by vote of the shareholders at a special meeting called for such purpose.

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     Section 5.03. Annual meeting. The Board of Directors shall meet each year immediately after the annual meeting of the-shareholders, at the place where such meeting of the shareholders has been held (either within or without the State of Indiana), for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.
     Section 5.04. Regular meetings. Regular monthly meetings of the Board of Directors may be held with notice by letter, telegram, cable or radiogram, or without any notice whatever, and at such places and times as may be fixed from time to time by resolution of the Board of Directors.
     Section 5.05. Special meetings. Special meetings of the Board of Directors may be called at any time by the President or any Vice President, and shall be called on the written request of any two directors. Notice of such a special meeting shall be sent by the Secretary or an Assistant Secretary to each director at his residence or usual place of business by letter, telegram, cable or radiogram, at such time that, in regular course, such notice would reach such place not later than during the second day immediately preceding the day for such meeting; or may be delivered by the Secretary or an Assistant Secretary to a director personally at any time during such second preceding day. In lieu of such notice, a director may sign a written wavier of notice either before the time of the meeting, at the time of the meeting, or after the time of the meeting.
     Any meeting of the Board of Directors for which notice is required shall be a legal meeting, without notice thereof having been given, if all the directors who have. not waived notice thereof in writing shall be present in person.
     Section 5.06. Place of meetings. The directors may hold their meetings, have one or more offices, and keep the books of the Corporation (except as may be provided by law), within and without the State of Indiana, at any office or offices of the Corporation, or at any other place, as they may, from time to time by resolution determine.
     Section 5.07. Quorum. A majority of the actual number of directors elected and qualified from time to time shall be necessary to constitute a quorum for the transaction of any business except the filling of vacancies, and the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the Act, by the Articles of Incorporation, or by the Code of By-Laws. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be-conclusively presumed to have assented to the action taken, unless (a) his dissent shall be affirmatively stated by him at and before the adjournment of such meeting (in which event the fact of such dissent shall be entered by the secretary of the meeting in the minutes of the meeting), or (b) he shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. The right of dissent provided for by either Clause (a) or Clause (b) of the immediately preceding sentence shall not be available, in respect of any matter acted upon at any meeting, to a director who voted at the meeting in favor of such matter and did not change his vote prior to the time that the result of the vote on such matter was announced by the chairman of such meeting.

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     Section 5.08. Action by consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if prior to such action a written consent to such action is signed by all members of the Board or such committee, as the case may be, and such, written consent is filed with the minutes of proceedings of the Board or committee.
     Section 5.09. Removal. Any director may be removed, either for or without cause, at any special meeting of shareholders called for that purpose by the affirmative vote of a majority in number of shares of the shareholders of record present in person or by proxy and entitled to vote for the election of such directors, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. If the notice calling such meting shall so provide, the vacancy caused by such removal may be filled at such meeting by vote of a majority of the shareholders present and entitled to vote for the election of directors.
     Section 5.10. Powers of directors. The Board of Directors shall exercise all the powers of the Corporation, subject to the restrictions imposed by law, by the Articles of Incorporation, or by this Code of By-Laws.
     Section 5.11. Dividends. The Board of Directors shall have power, subject to any restrictions contained in the Articles of Incorporation, to declare and pay dividends upon the common stock of the Corporation. Before payment of any dividend, or the distribution of any profits, there may be set aside out of the net profits of the Corporation such sum or sums as the directors, from time to time, in their absolute discretion think it proper as a reserve fund to meet contingencies or for equalizing dividends, or for such other purpose as the directors shall think conducive to the interests of the Corporation.
     Section 5.12. Compensation of directors. The Board of Directors is empowered and authorized to fix and determine the compensation of directors for attendance at meetings of the Board; and additional compensation for such additional services any of such directors may perform for the Corporation.
ARTICLE 6
Executive committee
     Section 6.01. Designation of executive committee. The Board of Directors may, by resolution adopted by a majority of the actual number of directors elected and qualified, from time to time, designate two or more of its number to constitute an executive committee, which committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation; but the designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by the Act. No- member of the executive committee shall continue to be a member thereof after he ceases to be a director of the Corporation. The Board of Directors shall have the power at any time to increase or diminish the number of members of the executive committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence thereof.

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     Section 6.02. Powers of the executive committee. During the intervals between meetings of the Board of Directors, and subject to such limitations as may be required by law or by resolution of the Board of Directors, the executive committee shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation. The executive committee may also from time to time formulate and recommend to the Board of Directors for approval general policies regarding the management of the business and affairs of the Corporation. All minutes of meetings of the executive committee shall be submitted to the next succeeding meeting of the Board of Directors for approval; but failure to submit the same or to receive the approval thereof shall not invalidate any completed or incompleted action taken by the Corporation upon authorization by the executive committee prior to the time at which the same should have been, or were, submitted as above provided. The executive committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting an agreement or plan of merger or consolidation, proposing a Special Corporate Transaction as defined in the Act, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, or amending these By-Laws.
     Section 6.03. Procedure; Meetings; Quorum. The chairman of the executive committee of the Corporation shall, if present, act as chairman at all meetings of the executive committee, and the Secretary of the Corporation shall, if present, act as secretary of the meeting. In case of the absence from any meeting of the executive committee of the chairman of the executive committee or the Secretary of the Corporation, the executive committee shall appoint a chairman or secretary, as the case may be, of the meeting. The executive committee shall keep a record of its acts and proceedings. Regular meetings of the executive committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by resolution adopted by a majority of the executive committee. Special meetings of the executive committee shall be called at the request of any member of the executive committee. Written notice of each special meeting of the executive committee shall be sent by the Secretary or an Assistant Secretary to each member of the executive committee at his residence or usual place of business by letter, telegram, cable or radiogram, at such time that, in regular course, such notice would reach such place not later than the day immediately preceding the day for such meeting; or may be delivered by the Secretary or an Assistant Secretary to a member personally at any time during such immediately preceding day.
     Notice of any such meeting need not be given to any member of the executive committee who has waived such notice either in writing or by telegram, cable or radiogram, arriving either before or after such meeting, or who shall be present at the meeting, without notice thereof having been given, if all the members of the executive committee who have not waived notice thereof in writing or by telegram, cable or radiogram shall be present in person. The executive committee may hold its meetings within or without the State of Indiana, as it may from time to time by resolution determine. A majority of the executive committee, from time to time, shall be necessary to constitute a quorum for the transaction of any business, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no power as such. The Board of Directors may vote to the members of the executive committee a reasonable fee as compensation for attendance at meetings of such committee.

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ARTICLE 7
The Officers
     Section 7.01. Number. The officers of the Corporation shall consist of the President, Vice President, Secretary and Treasurer and such other subordinate officers as may be prescribed by this Code of By-Laws, or as may be chosen by the Board of Directors or the executive committee at such time and in such manner and for such terms as the Board of Directors or the executive committee may prescribe. Any two or more offices may be held by the same person, except the duties of the President and Secretary shall not be performed by the same person.
     Section 7.02. Election, term of office and qualification. The officers shall be chosen annually by the Board of Directors. Each officer shall hold office until his successor is chosen and qualified, or until his death, or until he shall have resigned, or shall have been removed in the manner hereinafter provided.
     Section 7.03. Removal. Any officer may be removed, either with or without cause, at any time, by the vote of a majority of the actual number of directors elected and qualified, from time to time, at a special meeting called for the purpose.
     Section 7.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, or to the President or Secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
     Section 7.05. Vacancies. Any vacancy in any office because of death, resignation, removal, or any other cause shall be filled for the unexpired portion of the term in the manner prescribed in this Code of By-Laws for election or appointment to such office.
     Section 7.06. The President. The President, who shall be chosen from among the directors, shall have active executive management of the operations of the Corporation, subject, however, to the control of the Board of Directors, the executive committee, and the chairman of the executive committee. He shall, in general, perform all duties incident to the office of President and such other duties as, from time to time, may be assigned to him by the Board of Directors, the executive committee or the chairman of the executive committee.
     Section 7.07. The Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to him. At the request of the President, any Vice President may, in the case of the absence or inability to act of the President, temporarily act in his place. In the case of the death of the President, or in the case of his absence or inability to act without having designated a Vice President to act temporarily in his place, the Vice President so to perform the duties of the President shall be designated by the Board of Directors.
     Section 7.08. Assistant Vice Presidents. Each Assistant Vice President (if one or more Assistant Vice Presidents be elected or appointed) shall perform such duties as are from time to time delegated to him by the President, a Vice President, or the Board of Directors. At the request of one of the Vice Presidents, or in his absence or inability to act, the Assistant Vice President designated by a Vice President shall perform the duties of such Vice

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President, and when so acting shall have all the powers and be subject to all the restrictions of a Vice President.
     Section 7.09. The Secretary. The Secretary shall keep or cause to be kept in books provided for the purpose, the minutes of the meetings of the shareholders and of the Board of Directors shall see that all notices are duly given in accordance with the provisions of the Code of By-Laws and as required by law; shall be custodian of the records of the Corporation; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President.
     Section 7.10. The Assistant Secretaries. Each Assistant Secretary (if one or more Assistant Secretaries be elected or appointed) shall assist the secretary in his duties, and shall perform such other duties as the Board of Directors may from time to time prescribe or the President may from time to time delegate to him. At the request of the Secretary, any Assistant Secretary may, in the case of the absence or inability to act of the Secretary, temporarily act in his place. In the case of the death of the Secretary, or in the case of his absence or inability to act without having designated an Assistant Secretary to act temporarily in his place, the Assistant Secretary so to perform the duties of the Secretary shall be designated by the President or any Vice President.
     Section 7.11. The Treasurer. The Treasurer shall be the financial officer of the Corporation; shall have charge and custody of, and be responsible for, all funds of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; shall receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever; and, in general, shall perform all the duties incident to the office of Treasurer and such other duties as, from time to time, may be assigned to him by the Board of Directors or by the President.
     The Treasurer shall render to the President and the Board of Directors, whenever the same shall be required, an account of all of his transactions as Treasurer and of the financial condition of the Corporation. He shall, if required so to do by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, ..retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
     Section 7.12. The Assistant Treasurers. Each Assistant Treasurer (if one or more Assistant Treasurers be elected or appointed) shall assist the Treasurer in his duties, and shall perform such other duties as the Board of Directors may from time to time prescribe or the President may from time to time delegate to-him. At the request of the Treasurer, any Assistant Treasurer may, in the case of the absence or inability to act of the Treasurer, temporarily act in his place. In the case of the death of the Treasurer, or in the case of his absence or inability to act without having designated an Assistant Treasurer to act temporarily in his place, the Assistant Treasurer so to perform the duties of the Treasurer shall be designated by the President or any Vice President. Each Assistant Treasurer shall, if required so to do by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered

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by the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
     Section 7.13. Salaries. The salaries of the officers shall be fixed, from time to time, by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact he is also a director of the Corporation.
ARTICLE 8
Indemnification of Directors and Officers
     Section 8.01. Indemnification in general. The Corporation shall indemnify any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the Corporation, or of any corporation which he served as such at the request of the Corporation against the reasonable expenses, including attorney’s fees actually and reasonably incurred by him in connection with defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. The corporation may also reimburse to any such director, officer or employee the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that it was to the interests of the Corporation that such settlement be made and that such director, officer or employee was not guilty of negligence or misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which. such director, officer or employee may be entitled apart from the provisions of this Article.
ARTICLE 9
Special Corporate Acts, Negotiable
Instruments, Deeds, Contracts and Stock
     Section 9.01. Execution of negotiable instruments. All checks, drafts, notes, bonds, bills of exchange and orders for the payment of money of the Corporation shall, unless otherwise directed by the Board of Directors, or unless otherwise required by law, be signed by any two of the following officers: Chairman of the Board, Chairman of the executive committee, President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or Controller. The Board of Directors may, however, authorize any one of such officers to sign checks, drafts and orders for the payment of money, singly and without necessity of countersignature, and may designate officers and employees of the Corporation, other than those named above, or different combinations of such officers and employees of the Corporation who may, in the name of the Corporation, execute in its behalf checks, drafts and orders for the payment of money.
     Section 9.02. Execution of deeds, contract, et cetera. All deeds and mortgages made by the Corporation and all other written contracts and agreements to which the Corporation shall be

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a party shall be executed in its name by the President or one of the Vice Presidents and attested by the Secretary or an Assistant Secretary.
     Section 9.03. Endorsement of stock certificates. Subject always to the further orders and directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned by the Corporation (including reacquired shares of stock of the Corporation) may, for sale or transfer, be endorsed in the name of the Corporation by the President or one of the Vice Presidents, and such endorsement shall be duly attested by the Secretary or an Assistant Secretary.
     Section 9.04 Voting of stock owned by Corporation. Subject always to the further orders and directions of the Board of Directors, any share or shares of stock issued by any other corporation and owned by or controlled by the Corporation may be voted at any shareholders meeting of such other corporation by the President of the Corporation if he be present, or in his absence by any Vice President of the Corporation who may be present. Whenever, in the judgment of the President, it is desirable for the Corporation to execute a proxy or give a shareholder’s consent in respect to any share or shares of stock issued by any other corporation and owned by the Corporation, such proxy or consent shall be executed in the name of the Corporation by the President or one of the Vice Presidents of the Corporation and shall be attested by the Secretary or an Assistant Secretary of the Corporation. Any person or persons designated in the manner above stated as the proxy or proxies of the Corporation shall have full right, power and authority to vote the share or shares of stock issued by such other corporation and owned by the Corporation, the same as such share or shares might be voted by the Corporation.
ARTICLE 10
Amendments
     Section 10.01. In general. The powers to make, alter, amend or repeal this Code of By-Laws is vested in the Board of Directors, but the affirmative vote of a majority of the actual number of directors elected and qualified, from time to time, shall be necessary to effect any alteration, amendment or repeal of this Code of By-Laws.

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EX-3.47 48 g05435exv3w47.htm EX-3.47 ARTICLES OF INCORPORATION OF KFFG LICO, INC. EX-3.47 ARTICLES OF INCORPORATION OF KFFG LICO
 

Exhibit 3.47
State of Nevada Articles of Incorporation
1.   NAME OF CORPORATION:
KFFG Lico, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 100                     Par Value: $1.00
Number of shares without par value: 0
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors oTrustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
 
    See 1 in Addendum
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
         
John L. Finlayson
 
Name (print)
  Craig W. Bremer
 
Name (print) 		   
 
        
550 Gatehouse Lane, East York, PA 17402
 
 1020 Wetherburn Drive, York, PA 17404
 
  
Address
        
 
/s/ John L. Finlayson
        
 
 
 
    
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
         
/s/ Domenic A. Borriello
 
Signature of Resident Agent
  November 12, 1997
 
Date 		   

 

 

Addendum
         
1.
  Name   Louis J. Appell, Jr.
 
  Address:   1700 Powder Mill Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
        
 
  Name:   Peter P. Brubaker
 
  Address:   160 Edgewood Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
        
 
  Name:   John L. Finlayson
 
  Address:   550 Gatehouse Lane, East
 
  City:   York
 
  State:   PA
 
  Zip:   17402
 
        
 
  Name:   David E. Kennedy
 
  Address:   2950 Broxton Lane
 
  City:   York
 
  State:   PA
 
  Zip:   17402

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EX-3.48 49 g05435exv3w48.htm EX-3.48 BYLAWS OF KFFG LICO, INC. EX-3.48 BYLAWS OF KFFG LICO, INC.
 

Exhibit 3.48
As Amended, as of May 5, 2006
KFFG LICO, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
     Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in

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the manner provided, by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of

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conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation,

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recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time-by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to-any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the

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president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or

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a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new

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certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an-officer-of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

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     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in-defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced’ if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses’ conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee

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shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant-to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate

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of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent-authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.49 50 g05435exv3w49.htm EX-3.49 ARTICLES OF INCORPORATION OF KPLX LICO, INC. EX-3.49 ARTICLES OF INCORPORATION OF KPLX LICO
 

Exhibit 3.49
Articles of Incorporation
State of Nevada
1.   NAME OF CORPORATION:
KPLX Lico, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
Number of shares with par value: 1,000 Par Value: $1.00
Number of shares without par value:                     
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors ___Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
See 1 in Addendum
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
         
John L. Finlayson
  Craig W. Bremer    
 
Name (print)
 
 
Name (print) 		   
 
        
550 Gatehouse Lane, East York, PA 17402
  1020 Wetherburn Drive, York, PA 17404    
 
Address
 
 
    
 
        
/s/ John L. Finlayson
  /s/ C. W. Bremer    
 
  
 
    
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT: The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
         
/s/ Domenic A. Borriello
  November 21, 1996    
 
Signature of Resident Agent
 
 
Date 		   

 

 

Addendum
             
1.
  Name   Louis J. Appell, Jr.
 
  Address:   1700 Powder Mill Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403    
 
            
 
  Name:   Peter P. Brubaker
 
  Address:   160 Edgewood Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403    
 
            
 
  Name:   John L. Finlayson
 
  Address:   550 Gatehouse Lane, East
 
  City:   York
 
  State:   PA
 
  Zip:   17402    
 
            
 
  Name:   David E. Kennedy
 
  Address:   2950 Broxton Lane
 
  City:   York
 
  State:   PA
 
  Zip:   17402    

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EX-3.50 51 g05435exv3w50.htm EX-3.50 BYLAWS OF KPLX LICO, INC. EX-3.50 BYLAWS OF KPLX LICO, INC.
 

Exhibit 3.50
KPLX LICO, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time

 

 

by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though

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less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such

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meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as

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the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or, the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vicepresident, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the

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order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS

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Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES

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Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,

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stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT

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Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect; to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be

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indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the

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advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the
Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the corporation (including its

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Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII

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AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.51 52 g05435exv3w51.htm EX-3.51 CERTIFICATE OF LIMITED PARTNERSHIP OF KPLX LIMITED PARTNERSHIP EX-3.51 CERTIFICATE OF LIMITED PARTNERSHIP
 

Exhibit 3.51
CERTIFICATE OF LIMITED PARTNERSHIP — TEXAS
1.   The name of the partnership is KPLX Limited Partnership.
 
2.   The street or building address of its registered office in Texas is 811 Dallas Avenue, Houston. Texas 77002, and the name of its registered agent for service at such address is CT Corporation System.
 
3.   The address of the principal office in the United States where records of the limited partnership are to be kept or made available under section 1.07 of the Texas Revised Limited Partnership Act is 140 East Market Street, York, PA 17401.
 
4.   The name, the mailing’ address, and-the street address of the business or residence of each general partner is as follows:
             
 
  Name   Mailing Address (including
            city, state, zip) 		  Street Address (including
city, state, zip)
 
            
 
  KPLX Radio, Inc.   140 East Market St.   140 East Market St.
 
      York, PA 17401   York, PA 17401
5.   Is the limited partnership converting from a partnership to a limited partnership? Yes ___No þ If yes, the limited partnership makes the following statements required by Section 9.01 of the Texas Revised Partnership Act (art. 6132b-9.01 Tax. Rev. Civ. Stat.):
 
    that the partnership is converting from a partnership that is not a limited partnership to a limited partnership;
 
    the name or names of the partnership before the conversion to a limited partnership:
 
                                                                                                                                                                                                  ;
 
    the name(s) of the general partner(s) before the conversion:                                                                
 
                                                                                                                                                                                                  ;
 
    the state in which the partnership was organized before conversion:                                           
 
                                                                                                                                                                             ;
 
    the change in name required, if any, in connection with the operation of the partnership as a limited partnership in Texas:                                                                                     ; and
 
    the effective date of the conversion if different from the date the certificate is filed:
 
                                                                                                                                                       .

 

 

6.   Other matters that the general partners determine to include as follows: None.
         
By:
  KPLX Radio, Inc., the General Partner    
 
        
By:
  /s/ Craig W. Bremer    
 
 
 
Its Secretary 		   

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EX-3.52 53 g05435exv3w52.htm EX-3.52 AMENDED AND RESTATED PARTNERSHIP AGREEMENT OF KPLX LIMITED PARTNERSHIP EX-3.52 PARTNERSHIP AGREEMENT OF KPLX
 

Exhibit 3.52
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
KPLX LIMITED PARTNERSHIP
     THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KPLX LIMITED PARTNERSHIP is entered into as of the 22nd day of March 2007 (this “Agreement”) by and between KPLX RADIO, INC., a Texas corporation, as General Partner and RADIO METROPLEX, INC. (f/k/a RDI, INC.) as Limited Partner.
WITNESSETH:
     WHEREAS, KPLX Radio, Inc. and Radio Metroplex, Inc. (f/k/a RDI, Inc.) previously executed an Agreement of Limited Partnership, dated December 26, 1997 (the “Prior LP Agreement”);
     WHEREAS, KPLX Radio, Inc. and Radio Metroplex, Inc. wish to amed and restate the Prior LP Agreement and to enter into this Agreement to govern the business of KPLX Limited Partnership; and
     WHEREAS, KPLX Radio, Inc. and Radio Metroplex, Inc. desire KPLX Limited Partnership to be governed by, and operated pursuant to, the terms and provisions hereinafter set forth and the Texas Revised Limited Partnership Act;
     NOW, THEREFORE, in consideration of the mutual covenants herein contained, Radio, Inc. and Radio Metroplex, Inc. hereby agree as follows:
SECTION 1
Formation of Limited Partnership
     The Partnership was formed as a limited partnership under the laws of the State of Texas by the execution of a certificate of formation (the “Certificate of Formation”) and its filing with the Office of the Secretary of State of Texas.
SECTION 2
Name, Character, Place of Business and
Term of Partnership, Partners,
     1. The business of the partnership shall be conducted under the firm name of “KPLX Limited Partnership.”
     2. The Partnership has been organized for the purpose of carrying out any lawful act or activity for which a limited partnership may be organized under the Texas Revised Limited Partnership Act and the performance of all things necessary or incidental to or connected with or growing out of such activities in accordance with the terms and conditions of this Agreement.
     3. The principal place of business of the partnership shall be at 140 East Market Street, York, Pennsylvania.

 

 

     4. The partnership commenced on the 27th day of December, 1996, and shall continue for 50 years until December 26, 2047.
     5. The name and business address of each Partner is set forth on Exhibit A attached hereto.
SECTION 3
Capital Contributions
     1. The General Partner and the Limited Partner have made the initial capital contribution as shown opposite their names on Exhibit A.
     2. Each Partner, general or limited, may make additional contributions to the capital of the partnership in such amount as may from time to time be agreed upon by the general partners.
     3. Each Partner, general or limited, may make such withdrawals from his capital account as may from time to time be agreed upon by the general partner.
     4. An individual capital account, shall be maintained for each Partner, to which shall be credited or debited his contributions or withdrawals, as the case may be.
SECTION 4
Duties Powers and Salaries of Partners
     1. The general partner shall manage and conduct the partnership business.
The general partner shall devote its best efforts to the conduct of the partnership business.
     Checks shall be drawn on the partnership bank account or bank accounts and shall be signed by the general partner.
     2. The limited partner shall not take part in the management of the business or transact any business for the partnership, and they shall have no power to sign for or to bind the partnership. No salary shall be paid to any limited partner.

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     3. Proper and complete books of account of the business of the partnership shall be kept by or under the supervision of the general partner at the principal-place of business of the partnership and shall be open to inspection by any of the partners, general or limited, or by their accredited representatives, at any reasonable time during business hours.
SECTION 5
Profits and Losses
     1. The fiscal year of the partnership shall be the calendar year. The net profit or net loss of the partnership shall be determined in accordance with approved and accepted accounting practice as soon as possible after the close of each fiscal year.
     2. The profits, losses and distribution shall be allocated to the General Partner and Limited Partner in the proportions as the partner’s ownership interest which is as follows:
         
KPLX Radio, Inc.
     1 %
 
        
RDI, Inc.
     99 %
     3. The net loss incurred by the partnership during any fiscal year shall be debited as of the close thereof to the capital accounts of the partners in the same proportions to which the partners are respectively entitled to share profits pursuant to Paragraph 2 of this Section.
     4. No limited partner shall be personally liable for any of the debts of the partnership or any of its losses beyond the amount originally contributed by it to the capital of the partnership, anything to the contrary herein notwithstanding.
SECTION 6
Termination of Partnership; Changes in Membership
     1. The general partner may withdraw from the partnership by giving at least ninety (90) days notice in writing to all of the partners.

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     2. Withdrawal of a general partner shall work an immediate dissolution of the partnership.
     3. In the event of the dissolution of the partnership by withdrawal of a general partner, a proper accounting shall be made of the capital and withdrawal accounts of each partner and of the net profit or net loss of the partnership from the date of the last previous accounting to the date of dissolution.
     4. Upon the dissolution of the partnership business, by agreement of the partners or for any other reason, its liabilities and obligations to creditors shall be paid, and its assets, or the proceeds of their sale, shall then be distributed in the following order:
  (a)   To the limited partner in proportion to its share of the profits;
 
  (b)   To the limited partner in proportion to its capital contributions;
 
  (c)   To the general partner in proportion to its share of the profits;
 
  (d)   To the general partner in proportion to its capital contributions.
     5. In the event of the withdrawal the general partner, the remaining partners shall have the right to continue the business of the partnership under its present name by themselves, or in conjunction with any other person or persons they may select, but they shall pay to the withdrawing partner, the value of his interest in the partnership, as provided in Paragraph 6 of this Section. If the remaining partners exercise the right given them in this paragraph, the provisions of Paragraph 4 of Section 6 shall not be applicable.
     6. The value of the interest of a withdrawing partner, as of the date of the exercise of the option given in Paragraph 4 of Section VI, shall be the sum of:
  (a)   Its capital account;
 
  (b)   Its withdrawal account; and

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  (c)   Its proportionate share of accrued net profits.
     If a net loss has been incurred to the date of dissolution, the share of such loss shall be deducted.
     The assets of the partnership shall be valued at book value for purposes of this Paragraph 6. In computing the value of the interest of a withdrawing partner under this Paragraph 6, no value shall be attributed to goodwill.
     7. A Limited Partner may substitute an Assignee as contributor in his place upon the unanimous consent of all other partners and upon the execution of this Assignment of Limited Partnership.
     8. Additional Limited Partners may be admitted to the Partnership upon the unanimous consent of all Partners of the Partnership.
SECTION 7
The General Partners
     1. The general partner may not, without the consent of the other partners:
     (a) Assign, transfer, or pledge any of the claims of or debts due to the Partnership except upon payment in full, or arbitrate or consent to the arbitration of any disputes or controversies of the Partnership.
     (b) Make, execute, or deliver any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or contract of sale of all or substantially all of the property of the Partnership.
     (c) Lease or mortgage any Partnership real estate or any interest therein or enter into any contract for any such purpose.
     (d) Pledge or hypothecate or in any manner transfer his transfer his interest in the Partnership, except to parties to this agreement.

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SECTION 8
Interpretation
     Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of the Texas Revised Limited Partnership Act.
     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
             
    KPLX RADIO, INC., the General Partner    
 
            
           
 
            
  By:   /s/ Lewis W. Dickey, Jr.    
     
 
    
        Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer		    
 
            
    RADIO METROPLEX, INC. (f/k/a RDI, Inc., the Limited Partner    
           
 
            
  By:   /s/ Lewis W. Dickey, Jr.    
     
 
    
        Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer		    

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EXHIBIT “A”
         
    Capital Contribution
General Partner
        
 
        
KPLX Radio, Inc.
140 East Market Street
York, PA 17401
   $ 146,405  
 
        
Limited Partner
        
 
        
Radio Metroplex, Inc. (f/k/a RDI, Inc.)
140 East Market Street
York, PA 17401
   $ 14,494,160  

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EX-3.53 54 g05435exv3w53.htm EX-3.53 ARTICLES OF INCORPORATION OF KPLX RADIO, INC. EX-3.53 ARTICLES OF INCORPORATION OF KPLX RADIO
 

Exhibit 3.53
ARTICLES OF INCORPORATION
OF
KPLX RADIO, INC.
     We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE ONE
     The name of the corporation is KPLX RADIO, INC.
ARTICLE TWO
     The period of its duration is perpetual.
ARTICLE THREE
     The purpose or purposes for which the corporation is organized are:
“To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.”
ARTICLE FOUR
     The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000), of the par value One Dollars ($1), divided into one class.
     The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the share of any class are without par value, are as follows:
             
            Par Value per Share
No. of Shares   Class   Series (If any)   or Without Par Value
1,000   Common   N/A   $1.00
     Shareholders of the corporation shall not be entitled to cumulate their votes in the election of directors.

 

 

ARTICLE FIVE
     The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).
ARTICLE SIX
     The street address of its initial registered office is c/o CT CORPORATION SYSTEM, 811 Dallas Avenue, Houston, Texas 77002, and the name of its initial registered agent at such address is CT CORPORATION SYSTEM.
ARTICLE SEVEN
     The number of directors of the corporation may be fixed by the by-laws.
     The number of directors constituting the initial board of directors is four (4), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:
     
NAME   ADDRESS
Louis J. Appell, Jr.
  140 East Market Street
 
  York, PA 17401
 
    
David E. Kennedy
  140 East Market Street
 
  York, PA 17401
 
    
John L. Finlayson
  140 East Market Street
 
  York, PA 17401
 
    
Peter P. Brubaker
  140 East Market Street
 
  York, PA 17401

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ARTICLE EIGHT
     The name and addresses of the incorporators are:
     
NAME   ADDRESS
Craig W. Bremer
  140 East Market Street
 
  York, PA 17401
     IN WITNESS WHEREOF, we have hereunto set our hands this 21st day of November, 1996.
         
     
  /s/ Craig W. Bremer    
  Craig W. Bremer   
     
 
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EX-3.54 55 g05435exv3w54.htm EX-3.54 BYLAWS OF KPLX RADIO, INC. EX-3.54 BYLAWS OF KPLX RADIO, INC.
 

Exhibit 3.54
As Amended, as of May 5, 2006
KPLX RADIO, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dallas, County of Dallas, State of Texas.
Section 2. The corporation may also have offices in such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Dallas, State of Texas, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Texas as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more

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than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share

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of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the Shareholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless

- 4 -

 

sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Texas.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may beheld at such time and place as shall be specified in a notice given as hereinafter provided for special

- 5 -

 

meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences

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or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS

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Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vicepresident, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the

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order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS

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Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES

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Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,

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stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for’’ equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT

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Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification., Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and

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held harmless by the Corporation to the fullest extent authorized by the Texas General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification; the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Texas General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the

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advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Texas General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Texas General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not

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met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Texas General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII.
AMENDMENTS

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Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.55 56 g05435exv3w55.htm EX-3.55 ARTICLES OF INCORPORATION OF WRRM LICO, INC. EX-3.55 ARTICLES OF INCORPORATION OF WRRM LICO
 

Exhibit 3.55
State of Nevada Articles of Incorporation
         
1.   NAME OF CORPORATION:
    WRRM Lico, Inc.
 
        
2.   RESIDENT AGENT:
    The Corporation Trust Company of Nevada
    One East First Street
    Reno, Nevada 89501
 
        
3.   SHARES:
 
  Number of shares with par value: 100   Par Value: $1.00
 
  Number of shares without par value: 0    
 
        
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors                     Trustees
 
        
    The FIRST BOARD Of DIRECTORS shall consist of   4  members and the names and addresses are as follows (attach additional page if necessary):
    See Addendum                    
 
        
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
        
6.   OTHER MATTERS:
 
        
7.   SIGNATURES OF INCORPORATORS:
         
John L. Finlayson
      Craig W. Bremer
 
       
Name (print)
      Name (print)
 
        
550 Gatehouse Lane, East York, PA 17402
      1020 Wetherburn Drive, York, PA 17404
 
       
Address
        
 
        
/s/ John L. Finlayson
      /s/ C. W. Bremer
 
       
         
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
         
/s/ Mary Alice Rogers
      2/26/99
 
       
Signature of Resident Agent
      Date

 

 

ADDENDUM
     
Name
  Louise J. Appell, Jr.
Address:
  1700 Powder Mill Road
City:
  York
State:
  PA
Zip:
  17403
 
    
Name:
  Peter P. Brubaker
Address:
  160 Edgewood Road
City:
  York
State:
  PA
Zip:
  17403
 
    
Name:
  John L. Finlayson
Address:
  550 Gatehouse Lane, East
City:
  York
State:
  PA
Zip:
  17402
 
    
Name:
  David E. Kennedy
Address:
  2950 Broxton Lane
City:
  York
State:
  PA
Zip:
  17402

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EX-3.56 57 g05435exv3w56.htm EX-3.56 BYLAWS OF WRRM LICO, INC. EX-3.56 BYLAWS OF WRRM LICO, INC.
 

Exhibit 3.56
As Amended, as of May 5, 2006
WRRM LICO, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated. from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in duly executed waiver of notice thereof.

 

 

Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then-on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the. meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled. to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be

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transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide question brought before such meeting, unless the question is upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question any one
Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the

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corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an

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election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and-place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the-transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be

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affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors

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may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

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Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their

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election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act,

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perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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Section 14. The assistant treasurer, or if there shall be more than one, the assistant. treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer may be issued by the corporation with the same or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued effect as if he in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates,.. or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession,

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assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS

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Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION

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Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid. by the Corporation the expenses

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(including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by

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the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard. of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, onto such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.

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Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.57 58 g05435exv3w57.htm EX-3.57 ARTICLES OF INCORPORATION OF WFMS LICO, INC. EX-3.57 ARTICLES OF INCORPORATION OF WFMS LICO
 

Exhibit 3.57
Articles of Incorporation
1.   NAME OF CORPORATION:
    WFMS Lico, Inc.
 
2.   RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada
One East First Street
Reno, (County of Washoe), Nevada 89501
 
3.   SHARES:
 
    Number of shares with par value: 100                Par Value: $1.00
Number of shares without par value: 0
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors ___Trustees
 
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
 
    See Addendum
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
             
John L. Finlayson
      Craig W. Bremer    
 
           
Name (print)
      Name (print)    
 
            
550 Gatehouse Lane, East York, PA 17402
      1020 Wetherburn Drive, York, PA 17404    
 
           
Address
            
 
            
/s/ John L. Finlayson
      /s/ C. W. Bremer    
 
           
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
             
/s/ Mary Alice Rogers
      2/26/99    
 
           
Signature of Resident Agent
      Date    

 

 

     
Addendum
    
 
    
Name
   Louis J. Appell, Jr.
Address:
   1700 Powder Mill Road
City:
   York
State:
   PA
Zip:
   17403
 
    
Name:
   Peter P. Brubaker
Address:
   160 Edgewood Road
City:
   York
State:
   PA
Zip:
   17403
 
    
Name:
   John L. Finlayson
Address:
   550 Gatehouse Lane, East
City:
   York
State:
   PA
Zip:
   17402
 
    
Name:
   David E. Kennedy
Address:
   2950 Broxton Lane
City:
   York
State:
   PA
Zip:
   17402

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EX-3.58 59 g05435exv3w58.htm EX-3.58 BYLAWS OF WFMS LICO, INC. EX-3.58 BYLAWS OF WFMS LICO, INC.
 

Exhibit 3.58
As Amended, as of May 5, 2006
WFMS LICO, INC.
BYLAWS
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
     Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held. on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

 

     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten stockholder. Such list shall be open to examination of any of nor more than sixty days before the date of the meeting, of each stockholder entitled to vote at such meeting.

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     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

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     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference

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telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets-of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of

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stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors, may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.

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     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may b removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the

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powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence-of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant. treasurers in the order of determination by the board of directors(or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When

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authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A

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determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged

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action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to-enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such

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expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights’ shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual

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determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of meeting. If the power to adopt, amend or repeal bylaws directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.59 60 g05435exv3w59.htm EX-3.59 CERTIFICATE OF INCORPORATION OF KNBR, INC. EX-3.59 CERTIFICATE OF INCORPORATION OF KNBR, INC.
 

Exhibit 3.59
As Amended, As of August 18, 1989
CERTIFICATE OF INCORPORATION
OF
KNBR INC.
Pursuant to § 102 of the General Corporation Law
of the State of Delaware
     The undersigned, in order to form a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware, does hereby certify:
     FIRST: The name of the Corporation is KNBR Inc.
     SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
     THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
     FOURTH: The total number of shares which the Corporation shall have authority to issue is 100 shares of Common Stock, without par value.
     FIFTH: The name and mailing address of the Incorporator is as follows:
     
Name             Mailing Address
 
    
Peter Golden
  400m 2840
 
  One New York Plaza
 
  New York, New York 10004
     SIXTH: The Board of Directors, as well as the stockholders, shall have the power to adopt, amend or repeal the by-laws of the Corporation subject to any specific limitation on such power provided in by-laws adopted by the stockholders.
     SEVENTH: Elections of directors reed not be by written ballot unless the by-laws of the Corporation shall otherwise provide.
     EIGHTH: In addition to the powers and authorities hereinbefore or by statute expressly conferred upon it, the Board of Directors is hereby empowered to exercise all such powers and to do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the :statutes of the State of Delaware, of this Certificate of Incorporation and

 

 

of any by-laws from time to time made by the stockholders which expressly provide that they may not be altered, amended or repealed by the Board of Directors.
     NINTH: The Corporation shall, to the extent required, and may, to the extent required, and may, to the extent permitted, by the General Corporation Law of Delaware, as amended from time to time, indemnify and reimburse all persons whom it may indemnify and reimburse thereto. Notwithstanding the foregoing, the indemnification provided for in this Article NINTH shall not be deemed exclusive of any other rights to which those entitled to receive indemnification or reimbursement hereunder may be entitled under any by-law of this Corporation, agreement, vote of stockholders or disinterested directors or otherwise.
     TENTH: Whenever a compromise or arrangement is proposed between his Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of. any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the. said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which said application has been made, be binding on all the creditors or class of creditors, and/or on all of the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.
     ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
     IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of May, 1986 and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are true.
         
     
  /s/ Peter Golden    
  Peter Golden, Incorporator   
     
 

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EX-3.60 61 g05435exv3w60.htm EX-3.60 BYLAWS OF GE SUBSIDIARY, INC. II EX-3.60 BYLAWS OF GE SUBSIDIARY, INC. II
 

Exhibit 3.60
KNBR, INC.
BY-LAWS OF
GE SUBSIDIARY, INC. II
(A Delaware Corporation)
ARTICLE I
Offices
SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an office or off other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.
ARTICLE II
Meetings of Stockholders
SECTION 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.
SECTION 2. Annual Meeting. The annual meeting of stockholders, commencing with the year 1987, shall be held at 10 A.M. on the 1st of May, if not a legal holiday, and if a legal holiday, then on the next succeeding day not a legal holiday, at 10 A.M., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof. At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting.
SECTION 3. Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called at any time by the Board of Directors or the Chairman of the Board, if one shall have been elected, or the President and shall be called by the Secretary upon the request in writing of a stockholder or stockholders holding of record at least 25 percent of the voting power of the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting.
SECTION 4. Notice of Meetings. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less than ten nor

 

 

more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at his address as it appears on the records of the Corporation. Notice by mail shall be deemed given at the time when the same shall-be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice.
SECTION 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
SECTION 6. Quorum, Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
SECTION 7. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, the President shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof.
SECTION 8. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting.

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SECTION 9. Voting. Except as otherwise provided by statute or the Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:
(a) on the date fixed pursuant to the provisions of Section 7 of Article V of these By-Laws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or
(b) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.
Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there by such proxy, and shall state the number of shares voted.
SECTION 10. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.
SECTION 11. Action by Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any provision

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of statute or of the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, and the action taken without such meeting and vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation entitled to vote thereon were present and voted.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualifications, Election and Term of Office. The number of directors constituting the initial Board of Directors shall be three. Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws.
SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.
SECTION 4. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting-need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III.
SECTION 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding

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business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or more directors of the Corporation or by the President.
SECTION 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or usual place of business, by first class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered to him personally or be given to him by telephone or other similar means, at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 8. Quorum and Manner of Acting. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.
SECTION 9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in his absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.
SECTION 10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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SECTION 11. Vacancies. Any vacancy in the Board of Directors, whether arising from death, resignation, removal (with or without cause), an increase in the number of directors or any other cause, may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by the sole remaining director or by the stockholders at the next annual meeting thereof or at a special meeting thereof. Each director so elected shall hold office until his successor shall have been elected and qualified.
SECTION 12. Removal of Directors. Any director may be removed, either with or without cause, at any time, by the holders of a majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote at an election of directors.
SECTION 13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.
SECTION 14. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by statute or the Certificate of Incorporation, each such committee, to the extent provided in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.
SECTION 15. Action by Consent. Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.
SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.
ARTICLE IV
Officers
SECTION 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors and shall include the President, one or more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors wishes, it may also elect as an officer of the

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Corporation a Chairman of the Board and may elect other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a director. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these By-Laws.
SECTION 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.
SECTION 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the Board of Directors at any meeting thereof.
SECTION 4. Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the Board, an officer of the Corporation and, if present, shall preside at each meeting of the Board of Directors or the stockholders. He shall advise and counsel with the President, and in his absence with other executives of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.
SECTION 5. The President. The President shall be the chief executive officer of the Corporation. He shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. He shall perform all duties incident to the office of President and chief executive officer and such other duties as may from time to time be assigned to him by the Board of Directors.
SECTION 6. Vice-President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in his absence or in the event of his inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice-Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.
SECTION 7. Treasurer. The Treasurer shall
(a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation;
(b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

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(c) deposit all moneys and other valuables to the credit of the Corporation in such depositaries as may be designated by the Board of Directors or pursuant to its direction;-
(d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever;
(e) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefor;
(f) render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Corporation; and
(g) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 8. Secretary. The Secretary shall
(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;
(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;
(c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;
(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and
(e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 9. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from time to time may be assigned by the Board of Directors.
SECTION 10. The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as from time to time may be assigned by the Board of Directors.

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SECTION 11. Officers’ Bonds or other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety as the Board of Directors may require.
SECTION 12. Compensation. The compensation of the officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.
ARTICLE V
Stock Certificates and Their Transfer
SECTION 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restriction of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
SECTION 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

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SECTION 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.
SECTION 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.
SECTION 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.
SECTION 7. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders. shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 8. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VI. Indemnification of Directors and Officers
SECTION 1. General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by, reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best

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interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 2. Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
SECTION 3. Indemnification in Certain Cases. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.
SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article VI.

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SECTION 6. Rights Not-Exclusive. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.
SECTION 8. Definition of Corporation. For the purposes of this Article VI, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.
ARTICLE VII
General Provisions
SECTION 1. Dividends. Subject to the provisions of statute and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.
SECTION 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.
SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

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SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.
SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.
SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast the votes which the Corporation may be entitled to cast, as a shareholder or otherwise in any other corporation, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the President may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.
ARTICLE VIII
Amendments
These By-Laws may be amended or repealed or new by-laws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if the Certificate of Incorporation so provides, by action of the Board of Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders.

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EX-3.61 62 g05435exv3w61.htm EX-3.61 ARTICLES OF INCORPORATION OF INDY LICO, INC. EX-3.61 ARTICLES OF INCORPORATION OF INDY LICO
 

Exhibit 3.61
         
Articles of Incorporation
 
        
1.   NAME OF CORPORATION:
    Indy Lico, Inc.
 
        
2.   RESIDENT AGENT:
    The Corporation Trust Company of Nevada
    One East First Street
    Reno, Nevada 89501
 
        
3.   SHARES:
    Number of shares with par value: 100                     Par Value: $1.00
    Number of shares without par value: 0
 
        
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors ____ Trustees
 
        
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
    See Addendum
 
        
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
        
6.   OTHER MATTERS:
 
        
7.   SIGNATURES OF INCORPORATORS:
 
        
John L. Finlayson   Craig W. Bremer
     
Name (print)   Name (print)
 
        
550 Gatehouse Lane, East York, PA 17402   1020 Wetherburn Drive, York, PA 17404
     
Address    
 
        
/s/ John L. Finlayson   /s/ C. W. Bremer
     
 
        
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
 
        
/s/ Mary Alice Rogers   2/26/99
     
Signature of Resident Agent   Date

 

 

     
Addendum
 
    
Name
  Louis J. Appell, Jr.
Address:
  1700 Powder Mill Road
City:
  York
State:
  PA
Zip:
  17403
 
    
Name:
  Peter P. Brubaker
Address:
  160 Edgewood Road
City:
  York
State:
  PA
Zip:
  17403
 
    
Name:
  John L. Finlayson
Address:
  550 Gatehouse Lane, East
City:
  York
State:
  PA
Zip:
  17402
 
    
Name:
  David E. Kennedy
Address:
  2950 Broxton Lane
City:
  York
State:
  PA
Zip:
  17402

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EX-3.62 63 g05435exv3w62.htm EX-3.62 BYLAWS OF INDY LICO, INC. EX-3.62 BYLAWS OF INDY LICO, INC.
 

Exhibit 3.62

As Amended, as of May 5, 2006
INDY LICO, INC.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time

 

 

by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president -and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though

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less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such

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meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as

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the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the-certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or bylaw, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors stockholder, at his address as it appears on the records of the may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time-by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active, management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other .contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of .directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the

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order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the-assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by or in the name of the corporation by, the chairman or vice-chairman of the board directors, or the president or a vice-president and the treasurer of or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,

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stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have, express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and

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held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement-of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the

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advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section l or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the

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indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in .this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.63 64 g05435exv3w63.htm EX-3.63 ARTICLES OF INCORPORATION OF KRBE LICO, INC. EX-3.63 ARTICLES OF INCORPORATION OF KRBE LICO
 

Exhibit 3.63
         
Articles of Incorporation
 
        
1.   NAME OF CORPORATION:
    KRBE Lico, Inc.
 
        
2.   RESIDENT AGENT:
    The Corporation Trust Company of Nevada
    One East First Street
    Reno, Nevada 89501
 
        
3.   SHARES:
    Number of shares with par value: 100                     Par Value: $1.00
    Number of shares without par value: 0
 
        
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors ____ Trustees
 
        
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
 
    See 1 in Addendum
 
        
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
        
6.   OTHER MATTERS:
 
        
7.   SIGNATURES OF INCORPORATORS:
 
        
John L. Finlayson   Craig W. Bremer
     
Name (print)   Name (print)
 
        
550 Gatehouse Lane, East York, PA 17402   1020 Wetherburn Drive, York, PA 17404
     
Address    
 
        
/s/ John L. Finlayson   /s/ C. W. Bremer
     
 
        
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
 
        
/s/ Domenic A. Borriello   November 12, 1997
     
Signature of Resident Agent   Date

 

 

         
Addendum
 
        
1.
  Name   Louis J. Appell, Jr.
 
  Address:   1700 Powder Mill Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
        
 
  Name:   Peter P. Brubaker
 
  Address:   160 Edgewood Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
        
 
  Name:   John L. Finlayson
 
  Address:   550 Gatehouse Lane, East
 
  City:   York
 
  State:   PA
 
  Zip:   17402
 
        
 
  Name:   David E. Kennedy
 
  Address:   2950 Broxton Lane
 
  City:   York
 
  State:   PA
 
  Zip:   17402

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EX-3.64 65 g05435exv3w64.htm EX-3.64 BYLAWS OF KRBE LICO, INC. EX-3.64 BYLAWS OF KRBE LICO, INC.
 

Exhibit 3.64

As Amended, as of May 5, 2006
KRBE LICO, INC.
BYLAWS
ARTICLE I
OFFICES
     Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
     Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
     Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
     Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
     Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more-than sixty days before the date of the meeting.
     Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business -hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list’shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
     Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
     Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
     Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
     Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for, the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
     Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by, proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
     Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each

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share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
     Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting` by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
     Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
     Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless

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sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.. If, at the time of’filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
     Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or-by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
     Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
     Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter

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provided for special meetings. of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
     Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
     Section 7. Special meetings of’the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one.director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
     Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
     Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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     Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
     Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
     In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
     Any such committee, to the extent provided in the resolution of the board of directors;-shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix

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any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
     Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
     Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
     Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
     Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vicepresident, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

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Any number of offices may be held by the same person, unless the. certificate of incorporation or these bylaws otherwise provide.
     Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall, see that all orders and resolutions of the board of directors are carried into effect.
     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

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THE VICE-PRESIDENTS
     Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
     Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or

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refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
     THE TREASURER AND ASSISTANT TREASURERS
     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
     Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
     Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the

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treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
     Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.
     Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall. furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
     Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by

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the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
     Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board

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of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
     Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other

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purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
     Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
     Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
     Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
     Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or

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of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
     Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall

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ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
     Section 9. Right of Indemnitee to Bring Suit,. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable

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standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
     Section 10. Non-Exclusivity of Riqhts. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
     Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
     Section 12. Indemnification of Emplovees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
     Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.65 66 g05435exv3w65.htm EX-3.65 ARTICLES OF INCORPORATION OF KNBR LICO, INC. EX-3.65 ARTICLES OF INCORPORATION OF KNBR LICO
 

Exhibit 3.65
         
Articles of Incorporation
 
        
1.   NAME OF CORPORATION:
    KNBR Lico, Inc.
 
        
2.   RESIDENT AGENT:
    The Corporation Trust Company of Nevada
    One East First Street
    Reno, Nevada 89501
 
        
3.   SHARES:
    Number of shares with par value: 100                               Par Value: $1.00
    Number of shares without par value: 0
 
        
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors ____ Trustees
 
        
    The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):
 
    See 1 in Addendum
 
        
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
        
6.   OTHER MATTERS:
 
        
7.   SIGNATURES OF INCORPORATORS:
 
        
John L. Finlayson   Craig W. Bremer
     
Name (print)   Name (print)
 
        
550 Gatehouse Lane, East York, PA 17402   1020 Wetherburn Drive, York, PA 17404
     
Address    
 
        
/s/ John L. Finlayson   /s/ C. W. Bremer
     
 
        
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
 
    The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
 
        
/s/ Domenic A. Borriello   November 12, 1997
     
Signature of Resident Agent   Date

 

 

         
Addendum
 
        
1.
  Name   Louise J. Appell, Jr.
 
  Address:   1700 Powder Mill Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
        
 
  Name:   Peter P. Brubaker
 
  Address:   160 Edgewood Road
 
  City:   York
 
  State:   PA
 
  Zip:   17403
 
        
 
  Name:   John L. Finlayson
 
  Address:   550 Gatehouse Lane, East
 
  City:   York
 
  State:   PA
 
  Zip:   17402
 
        
 
  Name:   David E. Kennedy
 
  Address:   2950 Broxton Lane
 
  City:   York
 
  State:   PA
 
  Zip:   17402

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EX-3.66 67 g05435exv3w66.htm EX-3.66 BYLAWS OF KNBR LICO, INC. EX-3.66 BYLAWS OF KNBR LICO, INC.
 

Exhibit 3.66

As Amended, as of May 5, 2006
KNBR LICO, INC.
BYLAWS
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

 

 

Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless-otherwise-prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

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Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference

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telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the

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corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

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ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vicepresident, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.
Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

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Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

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Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation.

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Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to beset forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

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TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner,

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and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

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CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such

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amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

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Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the, Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the

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Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.
ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if

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notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.67 68 g05435exv3w67.htm EX-3.67 ARTICLES OF INCORPORATION OF KLIF LICO, INC. EX-3.67 ARTICLES OF INCORPORATION OF KLIF LICO
 

Exhibit 3.67
Articles of Incorporation
1.   NAME OF CORPORATION:
KLIF Lico, Inc.
 
2.   RESIDENT AGENT:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
 
3.   SHARES:
 
    Number of shares with par value: 1,000       Par Value: $1.00
Number of shares without par value: ___
 
4.   GOVERNING BOARD: Shall be styled as (check one): þ Directors o Trustees
 
  The FIRST BOARD Of DIRECTORS shall consist of 4 members and the names and addresses are as follows (attach additional page if necessary):

See 1 in Addendum     
 
5.   PURPOSE (optional – see reverse side): The purpose of the corporation shall be:
 
6.   OTHER MATTERS:
 
7.   SIGNATURES OF INCORPORATORS:
     
John L. Finlayson
  Craig W. Bremer
 
   
Name (print)
  Name (print)
 
    
550 Gatehouse Lane, East York, PA 17402
  1020 Wetherburn Drive, York, PA 17404
 
   
Address
    
 
    
/s/ John L. Finlayson
  /s/ C. W. Bremer
 
   
8.   CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:

The Corporation Trust Company of Nevada hereby accepts appointment as Resident Agent for the above named corporation.
     
/s/ Domenic A. Borriello
  November 21, 1996
 
   
Signature of Resident Agent
  Date

 

 

Addendum
         
1.
   Name   Louis J. Appell, Jr.
 
   Address:   1700 Powder Mill Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   Peter P. Brubaker
 
   Address:   160 Edgewood Road
 
   City:   York
 
   State:   PA
 
   Zip:   17403
 
        
 
   Name:   John L. Finlayson
 
   Address:   550 Gatehouse Lane, East
 
   City:   York
 
   State:   PA
 
   Zip:   17402
 
        
 
   Name:   David E. Kennedy
 
   Address:   2950 Broxton Lane
 
   City:   York
 
   State:   PA
 
   Zip:   17402

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EX-3.68 69 g05435exv3w68.htm EX-3.68 BYLAWS OF KLIF LICO, INC. EX-3.68 BYLAWS OF KLIF LICO, INC.
 

Exhibit 3.68

As Amended, as of May 5, 2006
KLIF LICO, INC.
 * * * * *
BYLAWS
 * * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. The corporation may also have offices in such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Las Vegas, State of Nevada, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Nevada as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time

 

 

by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

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Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holder of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though

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less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Nevada.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such

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meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as

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the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may,

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to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in section 151(a) fix any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United states mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vicepresident, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the

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order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,

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stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and

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held harmless by the Corporation to the fullest extent authorized by the Nevada General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Nevada General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the

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advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Nevada General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the

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indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Nevada General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.69 70 g05435exv3w69.htm EX-3.69 ARTICLES OF INCORPORATION OF KLIF RADIO, INC. EX-3.69 ARTICLES OF INCORPORATION OF KLIF RADIO
 

Exhibit 3.69
ARTICLES OF INCORPORATION
OF
KLIF RADIO, INC.
We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of incorporation for such corporation:
ARTICLE ONE
The name of the corporation is KLIF RADIO, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are “To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.”
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority to issue is One Thousand (2,000), of the par value One Dollar ($1.00), divided into one class.
The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the share of any class are without par value, are as follows:
No. of Shares Class Series (if any) Par Value per Share or Without Par Value
1,000    Common       N/A   $1.00

 

 

Shareholders of the corpora ion shall not be entitled to cumulate their votes in the election of directors.
ARTICLE FIVE
The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).
ARTICLE SIX
The street address of its initial registered office is c/o C T CORPORATION SYSTEM, 811 Dallas Avenue, Houston, Texas 77002, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.
ARTICLE SEVEN
The number of directors of the corporation may be fixed by the by-laws.
The number of directors constituting the initial board of directors is Four (4), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:
     
NAME
  ADDRESS
Louis J. Appell, Jr.
  140 Fast Market Street York, PA 17401
 
    
David E. Kennedy
  140 Fast Market Street York, PA 17401
 
    
John L. Finlayson
  140 Fast Market Street York, PA 17401
 
    
Peter P. Brubaker
  140 Fast Market Street York, PA 17401

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ARTICLE EIGHT
The name and addresses of the incorporators are:
     
NAME
  ADDRESS
Craig W. Bremer
  140 East Market Street York, PA 17401
IN WITNESS WHEREOF, we have hereunto set out hands this 10th day of December, 1996.

  
  /s/ Craig W. Bremer                   
  Craig W. Bremer

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EX-3.70 71 g05435exv3w70.htm EX-3.70 BYLAWS OF KLIF RADIO, INC. EX-3.70 BYLAWS OF KLIF RADIO, INC.
 

Exhibit 3.70

As Amended, as of May 5, 2006
KLIF RADIO, INC.
 * * * * *
BYLAWS
 * * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dallas, County of Dallas, State of Texas.
Section 2. The corporation may also have offices in such other places both within and without the State of Texas as the board of directors may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Dallas, State of Texas, at such place as maybe fixed from time to time by the board of directors, or at such other place either within or without the State of Texas as shall be designated from time to time by the board of directors and stated in the notice of meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. The annual meeting of the stockholders shall be held on the second Monday in December each year if not a legal holiday, and if a legal holiday, then on the next secular day following at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a

 

 

plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of such stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more

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than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record dated is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share

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of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation, any special meeting of which may be taken action required to be taken at any annual or taken without a meeting, without prior vote, if a consent in writing, setting forth shall be signed by holder of outstanding stockholders of the corporation, or any action at any annual or special meeting of such stockholders, may be notice and without the action so taken, stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board shall be not less than one nor more than three. The number of directors shall be determined by resolution of the board of directors or by the Shareholders at the annual meeting within the limits specified above. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless

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sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.
Section 3. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such powers or the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Texas.
Section 5. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the new elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special

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meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board.
Section 7. Special meetings of the board may be called by the president on ten days’ notice to each director, either personally or by mail or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request to two directors unless the board consists of only one director; ‘in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.
Section 8. At all meetings of the board three directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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Section 10. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in Section 151(a) fix any of the preferences

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or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, share of any other class or classes or any other series of the same or any other class or classes of stock of the corporation) adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

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Section 2. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such time and shall exercise such powers and perform such duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the

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order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may be given general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the assistant secretaries in order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings of the board, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.
Section 13. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order of determination by the board of directors (or if there be no such determination, then in order of their election) shall, in the absence or disability of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI
CERTIFICATE FOR SHARES
Section 1. The shares of the corporation shall be represented by a certificate or shall be uncertificated. Certificates shall be signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation. Within a reasonable time after the issuance or transfer of uncertified stock, the corporation shall send the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement that the corporation shall furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost,

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stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificates and record the transaction upon its books. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Texas.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends maybe paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), if the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent, shall be indemnified and

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held harmless by the Corporation to the fullest extent authorized by the Texas General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this ARTICLE IX with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
Section 8. Right to Advancement of Expenses. The right to indemnification conferred in Section 1 of this ARTICLE IX shall include the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Texas General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The rights to indemnification and to the

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advancement of expenses conferred in Sections 1 and 2 of this ARTICLE IX shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
Section 9. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2 of this ARTICLE IX is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement or expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Texas General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Texas General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not

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met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE IX or otherwise shall be on the Corporation.
Section 10. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote, of stockholders or disinterested Directors or otherwise.
Section 11. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Texas General Corporation Law.
Section 12. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and officers of the Corporation.

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ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the board of directors by the certificate of incorporation it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.71 72 g05435exv3w71.htm EX-3.71 CERTIFICATE OF LIMITED PARTNERSHIP OF KRBE LIMITED PARTNERSHIP EX-3.71 CERTIFICATE OF LIMITED PARTNERSHIP OF KRBE
 

Exhibit 3.71
Certificate of Limited Partnership
1.   The name of the limited partnership is:
KRBE Limited Partnership
 
2.   The street address of its proposed registered office in Texas is (a P.O. Box is not sufficient)
c/o C T Corporation System
1021 Main Street, Suite 1150
Houston, TX 77002
 
    and name of its proposed registered agent in Texas at such address is:
CT Corporation System
 
3.   The address of the principal office in the United States where records of the partnership are to be kept or made available is
140 East Market Street, York, PA 17401
 
4.   The name, the mailing address, and the street address of the business or residence of each general partner is as follows:
         
NAME   MAILING ADDRESS   STREET ADDRESS
    (include city, state, zip code)   (include city, state, zip code)
         
KRBE Radio, Inc.   140 E. Market Street   140 E. Market Street
    York, PA 17401   York, PA 17401
     
 
  KRBE Radio, Inc., the general partner
 
    
 
  /s/ C. W. Bremer
 
   
 
  General Partner(s)
 
  Craig W. Bremer, Secretary

EX-3.72 73 g05435exv3w72.htm EX-3.72 AGREEMENT OF LIMITED PARTNERSHIP OF KRBE LIMITED PARTNERSHIP EX-3.72 AGREEMENT OF LIMITED PARTNERSHIP OF KRBE
 

Exhibit 3.72
As Amended, As of March 22, 2007
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
KRBE LIMITED PARTNERSHIP
     THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into as of the 22nd day of March, 2007 (this “Agreement”) by and between KRBE Radio, Inc., a Texas corporation, as General Partner and KRBE Broadcasting, Inc., a Nevada Corporation, as Limited Partner.
WITNESSETH:
     WHEREAS, KRBE Radio, Inc. and KRBE Broadcasting, Inc. previously executed an Agreement of Limited Partnership, dated September 15, 2000 (the “Prior LP Agreement”):
     WHEREAS, KRBE Radio, Inc. and KRBE Broadcasting, Inc. wish to amend and restate the Prior LP Agreement and to enter into this Agreement to govern the business of KRBE Limited Partnership; and
     WHEREAS, KRBE Radio, Inc. and KRBE Broadcasting, Inc. desire KRBE Limited Partnership to be governed by, and operated pursuant to, the terms and provisions hereinafter set forth and the Texas Revised Limited Partnership Act;
     NOW, THEREFORE, in consideration of the mutual covenants herein contained, KRBE Radio, Inc. and KRBE Broadcasting, Inc. hereby agree as follows:
SECTION 1
Formation of Limited Partnership
     The Partnership was formed as a limited partnership under the laws of the State of Texas by the execution of a certificate of formation (the “Certificate of Formation”) and its filing with the Office of the Secretary of State of Texas.
SECTION 2
Name, Character, Place of Business and
Term of Partnership, Partners
     1. The business of the partnership shall be conducted under the firm name of “KRBE Limited Partnership.”
     2. The Partnership has been organized for the purpose of carrying out any lawful act or activity for which a limited partnership may be organized under the Texas Revised Limited Partnership Act and the performance of all things necessary or incidental to or connected with or growing out of such activities in accordance with the terms and conditions of this Agreement.

 

 

     3. The principal place of business of the partnership shall be at 140 East Market Street, York, Pennsylvania.
     4. The partnership commenced on September 15, 2000, and shall continue for 50 years until September 14, 2050,
     5. The name and business address of each Partner is set forth on Exhibit A attached hereto.
SECTION 3
Capital Contributions
     1. The General Partner and the Limited Partner have made the initial capital contribution as shown opposite their names on Exhibit A.
     2. Each Partner, general or limited, may make additional contributions to the capital of the partnership in such amount as may from time to time be agreed upon by the general partners.
     3. Each Partner, general or limited, may make such withdrawals from his capital account as may from time to time be agreed upon by the general partner.
     4. An individual capital account shall be maintained for each Partner, to which shall be credited or debited his contributions or withdrawals, as the case may be.
SECTION 4
Duties, Powers, and Salaries of Partners
     1. The general partner shall manage and conduct the partnership business. The general partner shall devote its best efforts to the conduct of the partnership business. Checks shall be drawn on the partnership bank account or bank accounts and shall be signed by the general partner.

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     2. The limited partner shall not take part in the management of the business or transact any business for the partnership, and they shall have no power to sign for or to bind the partnership. No salary shall be paid to any limited partner.
     3. Proper and complete books of account of the business of the partnership shall be kept by or under the supervision of the general partner at the principal place of business of the partnership and shall be open to inspection by any of the partners, general or limited, or by their accredited representatives, at any reasonable time during business hours.
SECTION 5
Profits and Losses
     1. The fiscal year of the partnership shall be the calendar year. The net profit or net loss of the partnership shall be determined in accordance with approved and accepted accounting practice as soon as possible after the close of each fiscal year.
     2. The profits, losses and distribution shall be allocated to the General Partner and Limited Partner in the proportions as the partner’s ownership interest which is as follows:
KRBE Broadcasting, Inc. 99%
KRBE Radio, Inc. 1%
     3. The net loss incurred by the partnership during any fiscal year shall be debited as of the close thereof to the capital accounts of the partners in the same proportions to which the partners are respectively entitled to share profits pursuant to Paragraph 2 of this Section.
     4. No limited partner shall be personally liable for any of the debts of the partnership or any of its losses beyond the amount originally contributed by it to the capital of the partnership, anything to the contrary herein notwithstanding.

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SECTION 6
Termination of Partnership; Changes, in Membership
     1. The general partner may withdraw from the partnership by giving at least ninety (90) days notice in writing to all of the partners.
     2. Withdrawal of a general partner shall work an immediate dissolution of the partnership.
     3. In the event of the dissolution of the partnership by withdrawal of a general partner, a proper accounting shall be made of the capital and withdrawal accounts of each partner and of the net profit or net loss of the partnership from the date of the last previous accounting to the date of dissolution.
     4. Upon the dissolution of the partnership business, by agreement of the partners or for any other reason, its liabilities and obligations to creditors shall be paid, and its assets, or the proceeds of their sale, shall then be distributed in the following order:
     (a) To the limited partner in proportion to its share of the profits;
     (b) To the limited partner in proportion to its capital contributions;
     (c) To the general partner in proportion to its share of the profits;
     (d) To the general partner in proportion to its capital contributions.
     5. In the event of the withdrawal the general partner, the remaining partners shall have the right to continue the business of the partnership under its present name by themselves, or in conjunction with any other person or persons they may select, but they shall pay to the withdrawing partner, the value of his interest in the partnership, as provided in Paragraph 6 of this Section. If the remaining partners exercise the right given them in this paragraph, the provisions of Paragraph 4 of Section 6 shall not be applicable.

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     6. The value of the interest of a withdrawing partner, as of the date of the exercise of the option given in Paragraph 4 of Section VI, shall be the sum of:
     (a) Its capital account;
     (b) Its withdrawal account; and
     (c) Its proportionate share of accrued net profits.
     If a net loss has been incurred to the date of dissolution, the share of such loss shall be deducted.
     The assets of the partnership shall be valued at book value for purposes of this Paragraph 6. In computing the value of the interest of a withdrawing partner under this Paragraph 6, no value shall be attributed to goodwill.
     7. A Limited Partner may substitute an Assignee as contributor in his place upon the unanimous consent of all other partners and upon the execution of this Assignment of Limited Partnership.
     8. Additional Limited Partners may be admitted to the Partnership upon the unanimous consent of all Partners of the Partnership.
SECTION 7
The General Partners
     1. The general partner may not, without the consent of the other partners:
     (a) Assign, transfer, or pledge any of the claims of or debts due to the Partnership except upon payment in full, or arbitrate or consent to the arbitration of any disputes or controversies of the Partnership.
     (b) Make, execute, or deliver any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or contract of sale of all or substantially all of the property of the Partnership.

- 5 -

 

     (c) Lease or mortgage any Partnership real estate or any interest therein or enter into any contract for any such purpose.
     (d) Pledge or hypothecate or in any manner transfer his transfer his interest in the Partnership, except to parties to this agreement.
SECTION 8
Interpretation
     Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of the Texas Revised Limited Partnership Act.
     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
         
    KRBE Radio, Inc.,
  the General Partner
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
      Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
 
        
    KRBE Broadcasting, Inc.,
  the Limited Partner
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
      Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer

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EXHIBIT “A”
         
General Partner
   Capital Contribution  
KRBE Radio, Inc.
   $ 6,967  
140 East Market Street
        
York, PA 17401
        
 
        
Limited Partner
        
KRBE Broadcasting, Inc.
   $ 689,788  
140 East Market Street
        
York, PA 17401
        

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EX-3.73 74 g05435exv3w73.htm EX-3.73 ARTICLES OF INCORPORATION OF KRBE RADIO, INC.NC. EX-3.73 ARTICLES OF INCORPORATION OF KRBE RADIO
 

Exhibit 3.73
As Amended, As of September 15, 2000
ARTICLES OF INCORPORATION
OF
KRBE RADIO, INC.
* * * * *
The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of incorporation for such corporation:
ARTICLE ONE
The name of the corporation is KRBE Radio, Inc.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized are:
To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the corporation shall have authority to issue is One Thousand (1,000) of the par value of One Dollar ($1.00) each.
ARTICLE FIVE
The corporation will not commence business until it has received for the issuance of its shares consideration of the value of Twenty Thousand Dollars ($20,000.00), consisting of money, labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).

 

 

ARTICLE SIX
The street address of its initial registered office is c/o C T Corporation System, 811 Dallas Avenue, Houston, Texas 77002, and the name of its initial registered agent at such address is C T CORPORATION SYSTEM.
ARTICLE SEVEN
The number of directors of the corporation may be fixed by the by-laws.
The number of directors constituting the initial board of directors is Five (5), and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:
     
NAME
  ADDRESS
 
Louis J. Appell, Jr.
  140 E. Market Street York, PA 17401
 
    
Arthur W. Carlson
  140 E. Market Street York, PA 17401
 
    
Peter B. Brubaker
  140 E. Market Street York, PA 17401
 
    
John L. Finlayson
  140.E. Market Street York, PA 17401
 
    
Craig W. Bremer
  140 E. Market Street York, PA 17401
ARTICLE EIGHT
The names and addresses of the incorporator is:
NAMES             ADDRESSES
John McDevitt   123 South Broad Street
Philadelphia, PA 19109
IN WITNESS WHEREOF, we have hereunto set out hands this 18th day of November, 1986.
/s/ John McDevitt     
JOHN McDEVITT

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EX-3.74 75 g05435exv3w74.htm EX-3.74 BYLAWS OF KRBE RADIO, INC. EX-3.74 BYLAWS OF KRBE RADIO, INC.
 

Exhibit 3.74
KRBE RADIO, INC.
BY-LAWS
ARTICLE I
OFFICES
1. The principal office shall be in the City of York, County of York, State of Pennsylvania.
2. The corporation may also have offices at such other places as the board of directors may from time to time appoint or the business of the corporation may require.
ARTICLE II
SEAL
3. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Texas”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE III
STOCKHOLDERS’ MEETING
1. Meetings of the stockholders for the election o directors shall be held at the office of the corporation in York, Pennsylvania. Special meetings of stockholders for any other purpose may be held at such place and time as shall be stated in the notice of the meeting.
2. The annual meeting of stockholders shall be held on the second Monday of January in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 o’clock A.M. This annual meeting shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. If the annual meeting shall not be called and held during any calendar year, any shareholder may call such meeting at any time thereafter.

 

 

3. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast on the particular matter shall constitute a quorum for the purpose of considering such matter. Unless otherwise provided by statute, the acts at a duly organized meeting of the shareholders who are present in person or by proxy who are entitled to cast at least a majority of the votes which all shareholders present are entitled to cast, shall be the acts of the shareholders. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Adjournment or adjournments of any annual or special meeting may be taken, however, any meeting at which directors are to be elected shall be adjourned only from day to day or for such longer periods, not in excess of fifteen days, as the quorum of shareholders entitled to vote at the election of directors may decide until such directors have been elected. If a meeting cannot be organized because a quorum has not attended, those present may, except as otherwise provided by statute, adjourn the meeting to such time and place as they may determine. However, in the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum shall nevertheless constitute a quorum for the purpose of electing directors.
4. Every shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholders, or by his duly authorized attorney in fact, and filed with the Secretary of the Corporation. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary. The revocation of a proxy shall not be effective until notice thereof has been given to the Secretary of the Corporation. No revoked proxy shall be

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valid after eleven months from the date of its execution, unless a longer time is expressly provided therein. In no event shall any proxy, unless coupled with an interest, be voted after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the Secretary of the Corporation. A shareholder shall not sell his vote or execute a proxy to any person for sum a of money or anything of value. A proxy coupled with an interest shall include an unrevoked proxy in favor of a creditor of a shareholder and such proxy shall be valid so long as the debt owed by him to the creditor remains unpaid. Elections for directors need not be by ballot, except upon demand made by shareholder at the election and before the voting begins. Except as otherwise provided in the Articles, in each election of directors, no cumulative voting shall be allowed. No share shall be voted at any meeting upon which any installment is due and unpaid.
5. Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, at least fifteen (15) days prior to the meeting.
6. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournment thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or

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question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.
7. Special meetings of the shareholders may be called at any time by the President, or the Board of Directors, or shareholders entitled to cast at least one-fifth of the votes which all shareholders are entitled to cast at the particular meeting. At any time, upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the Secretary to fix the date of the meeting, to be held not more than sixty days after the receipt of the request, and to give due notice thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and give notice thereof, the person or persons calling the meeting may do so.
8. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto, unless all shareholders entitled to vote are present and consent.
9. Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote thereat at least five (5) days before such meeting, unless a greater period of notice is required by statute in a particular case.
10. The officer or agent having charge of the transfer books shall make, at least five days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept at the principal office, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book, or to vote in person or by proxy, at any meeting of shareholders.

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ARTICLE IV
DIRECTORS
1. The business of this corporation shall be managed by its Board of Directors, which shall be not more than seven and fewer than three in number. The directors need not be not shareholders in the corporation. They shall be elected by the shareholders, at the annual meeting of shareholders of the corporation, and each director, shall be elected for the term of one year, and until his successor shall be elected and shall qualify. Whenever all the shares of the corporation are owned beneficially and of record by either one or two shareholders, the number of directors may be less than three but not less than the number of shareholders. Whenever there are three or more shareholders, there must be at least three directors.
2. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles or by these By-Laws directed or required to be exercised or done by the shareholders.
3. The meetings of the Board of Directors may be held at such place within the Commonwealth of Pennsylvania, or elsewhere, as a majority of the directors may from time to time appoint, or as may be designated in the notice calling the meeting.
4. Each newly elected Board may meet at such place and time as shall be fixed by the shareholders at the meeting at which such directors are elected and no notice shall be necessary to the newly elected directors in order legally to constitute the meeting, or they may meet at such place and time as may be fixed by the consent in writing of all the directors.
5. Regular Meeting Dates of the Board shall be set by the Board with adequate notice to all members.

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6. Special meetings of the Board may be called by the President on five (5) days notice to each director, either personally or by mail or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the directors in office.
7. A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the Acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. Any action which may be taken at a meeting of the directors may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the directors and shall be filed with the Secretary of the corporation.
8. Directors as such, shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; PROVIDED, that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
ARTICLE V
OFFICERS
1. The executive officers of the corporation shall be chosen by the directors and shall be a Chairman of the Board, President, Vice President, Secretary and Treasurer. The Board of Directors may also choose such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board. Any number of offices may be held by the

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same person unless otherwise prohibited by statute. It shall not be necessary for the officers to be directors.
2. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.
3. The executive officers of the corporation shall hold office for one year and until their successors are chosen and have qualified. Any executive officer, or any other officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby.
4. The Chairman of the Board shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors and he shall be ex officio a member of all committees and he shall have such general powers and duties as usually vested in the Chairman of the Board of a corporation.
5. The President shall be the chief operating officer of the corporation; he shall have general and active management of the business of the corporation; he shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the rights of directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He shall execute bonds, mortgages and other contracts requiring seal under the seal of the corporation. He shall be ex officio a member of all committees, and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.
6. The Vice President, or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform

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the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
7. The Secretary shall attend all sessions of the Board and all meetings of the shareholders and act as clerk thereof, and record all the votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose; and shall perform like duties for all committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, Chairman of the Board, or President, and under whose supervision he shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.
8. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.
ARTICLE VI
VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant for any reason, the Board of Directors may choose a successor or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.

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2. Vacancies in the Board of Directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the Board though less than a quorum, and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election a the next annual meeting of the shareholders or at any special meeting duly called for that purpose and held prior thereto.
ARTICLE VII
CORPORATE RECORDS
1. There shall be kept at the registered office or principal place of business of the corporation an original or duplicate record of the proceedings of the shareholders and of the directors, and the original or a duplication of its By-Laws, including all amendments or alterations thereto to date, certified by the Secretary of the corporation. An original or duplicate share register shall also be kept at the registered office or principal place of business or at the office of a transfer agent or registrar, giving the names of the shareholders, their respective addresses and the number and classes of shares held by each.
2. Every shareholder shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the share register, books or records of account, and records of the proceedings of the shareholders and directors, and make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a shareholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the shareholder. The demand under oath shall be directed to the corporation at its principal place of business.

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ARTICLE VIII
SHARE CERTIFICATES, DIVIDENDS, ETC.
l. The share certificates of the corporation shall be numbered and registered in the share ledger and transfer books of the corporation, as they are issued. They shall be signed by the President or Vice President and Secretary or Assistant Secretary and shall bear the corporate seal.
2. Transfers of shares shall be made on the books of the corporation upon Surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with law.
3. The Board of Directors may fix a time, not more than, fifty days prior to the date of any meeting of shareholders, of the date fixed for the payment of any dividend or distribution, of the date for the allotment of rights, or of the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the termination of the shareholders entitled to notice of, or to vote at, any such meeting, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. In such case, only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to notice of, or to vote at, such meeting or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period, and in such case, written or printed notice thereof shall be mailed at least ten days before the closing thereof to each shareholder of record at the address appearing on the records of the corporation or supplied by him to the corporation for the purpose of notice.

- 10 -

 

While the stock transfer books of the corporation are closed, no transfer of shares shall be made thereon. If no record date is fixed for the determination of shareholders entitled to receive notice of, or vote at, a shareholders’ meeting, transferees of shares which are transferred on the books of the corporation within ten days next preceding the date of such meeting shall not be entitled to notice of or vote at such meeting.
4. In the event that a share certificate shall be lost, destroyed or mutilated, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe.
5. The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation, from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Articles of Incorporation.
6. Before payment of any dividend, there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, deem proper as a reserve fund to meet contingencies, or for-equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.
ARTICLE IX
MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
2. The fiscal year shall begin on the first day of each year.

- 11 -

 

3. Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, or by telegram, charges prepaid, to his address appearing on the books of the corporation, or supplied by him to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of shareholders, the general nature of the business to be transacted.
4. Whenever any written notice is required by statute, or by the Articles or By-Laws of this corporation, a waiver thereof in writing, signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of shareholders, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person, either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
5. One or more directors or shareholders may participate in a meeting of the Board, of a committee of the Board or of the shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
6. Except as otherwise provided in the Articles or By-Laws of this corporation, any action which may be taken at a meeting of the shareholders or of a class of shareholders may be taken without

- 12 -

 

a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the shareholders who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary of the corporation.
ARTICLE X
ANNUAL STATEMENT
1. The President and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.
ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. The company shall indemnify each of its directors or officers, or former directors or officers, or any person who may have served at its request as a director or officer of another corporation in which the company owns shares of capital stock or of which it is a creditor, or his executors, administrators or other legal representatives (each of the foregoing hereinafter referred to as “indemnitee”), against reasonable costs and expenses, including judgments, fines, penalties, amounts paid in settlement and attorney’s fees (referred to herein as “expenses”) incurred in connection with any civil or criminal action, suit or other proceeding to which indemnitee is made a party by reason of indemnitee’s being or having been a director or officer of the company or of such other corporation, excepting, however, those expenses attributable to such portion or portions of the matters involved as to which it shall be adjudged in such proceeding that he has been liable for gross negligence or misconduct in the performance of his duties as such director or officer.

- 13 -

 

The foregoing right of indemnification shall not exclude any other rights to which such indemnitee may be entitled by law or otherwise nor shall it restrict or limit any privilege or power that the company may lawfully exercise in respect of the indemnification or reimbursement of such indemnitee. The provisions of this By-Law shall be applicable to situations of every type and shall be deemed to be severable, so that if this By-Law shall be adjudged invalid or unenforceable in a situation of a particular type or if any of the provisions of this By-Law shall be adjudged to be invalid or unenforceable, such invalidity or unenforceability shall not preclude application of this By-Law to any other situation or affect any other provision thereof.
ARTICLE XII
REPURCHASE OF SHARES
Notwithstanding any provisions to the contrary contained in these By-Laws, the corporation shall not purchase all or any part of the shares of the voting common stock of any stockholder unless such action is approved in advance at a meeting of stockholders called for such purpose by the affirmative vote of two-thirds of the then issued and outstanding share of voting common stock, the votes which all shareholders are entitled to cast thereon, at any regular or special meeting of the shareholders, duly convened after notice to the shareholders
ARTICLE XIII
AMENDMENTS
1. These By-Laws may be amended or repealed by the vote of shareholders entitled to cast at least a majority of that purpose.

- 14 -

EX-3.75 76 g05435exv3w75.htm EX-3.75 CERTIFICATE OF LIMITED PARTNERSHIP OF KLIF BROADCASTING EX-3.75 CERTIFICATE OF LIMITED PARTNERSHIP
 

Exhibit 3.75
CERTIFICATE OF LIMITED PARTNERSHIP – TEXAS
1. The name of the partnership is KLIF Broadcasting Limited Partnership.
2. The street or building address of its registered office in Texas is 811 Dallas Avenue, Houston, Texas 77002, and the name of its registered agent for service at such address is CT Corporation System.
3. The address of the principal office in the United states where records of the limited partnership are to be kept or made available under Section 1.07 of the Texas Revised Limited Partnership Act is 140 East Market Street, York, PA 17401.
4. The name, the mailing address, and the street address of the business or residence of each general partner is as follows:
Name Mailing Address (include city, state, ZIP)       Street Address (include city, state, ZIP)
         
KLIF Radio, Inc.
  140 East Market St.   140 East Market St.
 
  York, PA 17401   York, PA 17401
5. Is the limited partnership converting from a partnership to a limited partnership? No.
6. Other matters that the general partners determine to include as follows: None.
By: KLIF Radio, the General Partner
         
By:
  /s/ Craig W. Bremer    
 
       
 
  Its Secretary    

EX-3.76 77 g05435exv3w76.htm EX-3.76 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KLIF BROADCASTING EX-3.76 AGREEMENT OF LIMITED PARTNERSHIP OF KLIF
 

Exhibit 3.76
As Amended, As of March 22, 2007
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
KLIF BROADCASTING LIMITED PARTNERSHIP
      THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KLIF BROADCASTING LIMITED PARTNERSHIP is entered into as of the _____ day of March, 2007 (this “Agreement”) by and between KLIF RADIO, INC., a Texas corporation, as General Partner and KLIF Broadcasting, Inc. as Limited Partner.
WITNESSETH:
     WHEREAS, KLIF Radio, Inc. and KLIF Broadcasting, Inc. previously executed an Agreement of Limited Partnership, dated December 26, 1997 (the “Prior LP Agreement”);
     WHEREAS, KLIF Radio, Inc. and KLIF Broadcasting, Inc. wish to amend and restate the Prior LP Agreement and to enter into this Agreement to govern the business of KLIF Broadcasting Limited Partnership;
     WHEREAS, KLIF Radio, Inc. and KLIF Broadcasting, Inc. desire KLIF Broadcasting Limited Partnership to be governed by, and operated pursuant to, the terms and provisions hereinafter set forth and the Texas Revised Limited Partnership Act;
     NOW, THEREFORE, in consideration of the mutual covenants herein contained, KLIF Radio, Inc. and KLIF Broadcasting, Inc. hereby agree as follows:
SECTION 1
Formation of Limited Partnership
     The Partnership was formed as a limited partnership under the laws of the State of Texas by the execution of a certificate of formation (the “Certificate of Formation”) and its filing with the Office of the Secretary of State of Texas.
SECTION 2
Name, Character, Place of-Business and Term of Partnership, Partners
1. The business of the partnership shall be conducted under the firm name of “KLIF Broadcasting Limited Partnership”.
2. The Partnership has been organized for the purpose of carrying out any lawful act or activity for which a limited partnership may be organized under the Texas Revised Limited Partnership Act and the performance of all things necessary or incidental to or connected with or growing out of such activities in accordance with the terms and conditions of this Agreement.
3. The principal place of business of the partnership shall be at 140 East Market Street, York, Pennsylvania.

 

 

4. The partnership commenced on the 27th day of December, 1996, and shall continue for 50 years until December 26, 2047.
5. The name and business address of each Partner is set forth on Exhibit A attached hereto.
SECTION 3
Capital Contributions
1. The General Partner and the Limited Partner have made the initial capital contribution as shown opposite their names on Exhibit A.
2. Each Partner, general or limited, may make additional contributions to the capital of the partnership in such amount as may from time to time be agreed upon by the general partners.
3. Each Partner, general or limited, may make such withdrawals from his capital account as may from time to time be agreed upon by the general partner.
4. An individual capital account shall be maintained for each Partner, to which shall be credited or debited his contributions or withdrawals, as the case may be.
SECTION 4
Duties, Powers, and Salaries of Partners
1. The general partner shall manage and conduct the partnership business. The general partner shall devote its best efforts to the conduct of the partnership business. Checks shall be drawn on the partnership bank account or bank accounts and shall be signed by the general partner.
2. The limited partner shall not take part in the management of the business or transact any business for the partnership, and they shall have no power to sign for or to bind the partnership. No salary shall be paid to any limited partner.

- 2 -

 

3. Proper and complete books of account of the business of the partnership shall be kept by or under the supervision of the general partner at the principal-place of business of the partnership and shall be open to inspection by any of the partners, general or limited, or by their accredited representatives, at any reasonable time during business hours.
SECTION 5
Profits and Losses
1. The fiscal year of the partnership shall be the calendar year. The net profit or net loss of the partnership shall be determined in accordance with approved and accepted accounting practice as soon as possible after the close of each fiscal year.
2. The profits, losses and distribution shall be allocated to the General Partner and Limited Partner in the proportions as the partner s ownership interest which is as follows:
         
KLIF Radio, Inc.
 1 %    
 
        
KLIF Broadcasting, Inc.
 99 %    
3. The net loss incurred by the partnership during any fiscal year shall be debited as of the close thereof to the capital accounts of the partners in the same proportions to which the partners are respectively entitled to share profits pursuant to Paragraph 2 of this Section.
4. No limited partner shall be personally liable for any of the debts of the partnership or any of its losses beyond the amount originally contributed by it to the capital of the partnership, anything to the contrary herein notwithstanding.
SECTION 6
Termination of Partnership; Changes in Membership
1. The general partner may withdraw from the partnership by giving at least ninety (90) days notice in writing to all of the partners.

- 3 -

 

2. Withdrawal of a general partner shall work an immediate dissolution of the partnership.
3. In the event of the dissolution of the partnership by withdrawal of a general partner, a proper accounting shall be made of the capital and withdrawal accounts of each partner and of the net profit or net loss of the partnership from the date of the last previous accounting to the date of dissolution.
4. Upon the dissolution of the partnership business, by agreement of the partners or for any other reason, its liabilities and obligations to creditors shall be paid, and its assets, or the proceeds of their sale, shall then be distributed in the following order:
(a) To the limited partner in proportion to its share of the profits;
(b) To the limited partner in proportion to its capital contributions;
(c) To the general partner in proportion to its share of the profits;
(d) To the general partner in proportion to its capital contributions.
5. In the event of the withdrawal the general partner, the remaining partners shall have the right to continue the business of the partnership under its present name by themselves, or in conjunction with any other person or persons they may select, but they shall pay to the withdrawing partner, the value of his interest in the partnership, as provided in Paragraph 6 of this Section. If the remaining partners exercise the right given them in this paragraph, the provisions of Paragraph 4 of Section 6 shall not be applicable.
6. The value of the interest of a withdrawing partner, as of the date of the exercise of the option given in Paragraph 4 of Section VI, shall be the sum of:
(a) Its capital account;
(b) Its withdrawal account; and

- 4 -

 

(c) Its proportionate share of accrued net profits If a net loss has been incurred to the date of dissolution, the share of such loss shall be deducted.
The assets of the partnership shall be valued at book value for purposes of this Paragraph 6 in computing the value of the interest of a withdrawing partner under this Paragraph 6, no value shall be attributed to goodwill.
7. A Limited Partner may substitute an Assignee as contributor in his place upon the unanimous consent of all other partners and upon the execution of this Assignment of Limited Partnership.
8. Additional Limited Partners may be admitted to the Partnership upon the unanimous consent of all Partners of the Partnership.
SECTION 7.
The General Partners
1. The general partner may not, without the consent of the other partners:
(a) Assign, transfer, or pledge any of the claims of or debts due to the Partnership except upon payment in full, or arbitrate or consent to the arbitration of any disputes or controversies of the Partnership.
(b) Make, execute, or deliver any assignment for the benefit of creditors or any bond, confession of judgment, chattel mortgage, deed, guarantee, indemnity bond, surety bond, or contract to sell or contract of sale of all or substantially all of the property of the Partnership.
(c) Lease or mortgage any Partnership real estate or any interest therein or enter into any contract for any such purpose.
(d) Pledge or hypothecate or in any manner transfer his transfer his interest in the Partnership, except to parties to this agreement.

- 5 -

 

SECTION 8
Interpretation
Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of the Texas Revised Limited Partnership Act.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
           
  KLIF RADIO, INC., the General Partner
 
        
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
      Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer
 
        
  KLIF Broadcasting, INC. the Limited Partner
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
      Lewis W. Dickey, Jr.
Chairman, President and Chief Executive Officer

- 6 -

 

 
     
  Exhibit A  
 
General Partner   Capital Contribution
KLIF Radio, Inc. $9,904
140 East Market Street
York, PA 17401
     
Limited Partner
KLIF Broadcasting, Inc. $980,534
140 East Market Street
York, PA 17401

 

EX-4.1 78 g05435exv4w1.htm EX-4.1 INDENTURE, DATED MAY 5, 2006 EX-4.1 INDENTURE, DATED MAY 5, 2006
 

EXHIBIT 4.1
     
 
INDENTURE
Dated as of May 5, 2006
Among
CMP SUSQUEHANNA CORP.,
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
97/8% SENIOR SUBORDINATED NOTES DUE 2014
     
 

 

 

CROSS-REFERENCE TABLE*
     
Trust Indenture Act Section   Indenture Section
310 (a)(1)
   7.10
(a)(2)
   7.10
(a)(3)
   N.A.
(a)(4)
   N.A.
(a)(5)
   7.10
(b)
   7.10
(c)
   N.A.
311 (a)
   7.11
(b)
   7.11
(c)
   N.A.
312 (a)
   2.05
(b)
   14.03
(c)
   14.03
313 (a)
   7.06
(b)(1)
   N.A.
(b)(2)
   7.06; 7.07
(c)
   7.06; 14.02
(d)
   7.06
314 (a)
   4.03; 14.02; 14.05
(b)
   N.A.
(c)(1)
   14.04
(c)(2)
   14.04
(c)(3)
   N.A.
(d)
   N.A.
(e)
   14.05
(f)
   N.A.
315 (a)
   7.01
(b)
   7.05; 14.02
(c)
   7.01
(d)
   7.01
(e)
   6.14
316 (a)(last sentence)
   2.09
(a)(1)(A)
   6.05
(a)(1)(B)
   6.04
(a)(2)
   N.A.
(b)
   6.07
(c)
   2.12; 9.04
317 (a)(1)
   6.08
(a)(2)
   6.12
(b)
   2.04
318 (a)
   14.01
(b)
   N.A.
(c)
   14.01
 
N.A. means not applicable.
 
*   This Cross-Reference Table is not part of the Indenture.

 

 

TABLE OF CONTENTS
     
    Page
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
         
Section 1.01 Definitions
     1  
Section 1.02 Other Definitions
     29  
Section 1.03 Incorporation by Reference of Trust Indenture Act
     30  
Section 1.04 Rules of Construction
     31  
Section 1.05 Acts of Holders
     31  
 
        
ARTICLE 2
 
        
THE NOTES
 
        
Section 2.01 Form and Dating; Terms
     33  
Section 2.02 Execution and Authentication
     34  
Section 2.03 Registrar and Paying Agent
     34  
Section 2.04 Paying Agent to Hold Money in Trust
     35  
Section 2.05 Holder Lists
     35  
Section 2.06 Transfer and Exchange
     35  
Section 2.07 Replacement Notes
     46  
Section 2.08 Outstanding Notes
     47  
Section 2.09 Treasury Notes
     47  
Section 2.10 Temporary Notes
     47  
Section 2.11 Cancellation
     48  
Section 2.12 Defaulted Interest
     48  
Section 2.13 CUSIP Numbers
     48  
 
        
ARTICLE 3
 
        
REDEMPTION
 
        
Section 3.01 Notices to Trustee
     49  
Section 3.02 Selection of Notes to Be Redeemed or Purchased
     49  
Section 3.03 Notice of Redemption
     49  
Section 3.04 Effect of Notice of Redemption
     50  
Section 3.05 Deposit of Redemption or Purchase Price
     50  
Section 3.06 Notes Redeemed or Purchased in Part
     51  
Section 3.07 Optional Redemption
     51  
Section 3.08 Mandatory Redemption
     52  
Section 3.09 Offers to Repurchase by Application of Excess Proceeds
     52  

--i--

 

         
    Page  
ARTICLE 4
 
        
COVENANTS
 
        
Section 4.01 Payment of Notes
     54  
Section 4.02 Maintenance of Office or Agency
     54  
Section 4.03 Reports and Other Information
     54  
Section 4.04 Compliance Certificate
     55  
Section 4.05 Taxes
     56  
Section 4.06 Stay, Extension and Usury Laws
     56  
Section 4.07 Limitation on Restricted Payments
     56  
Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
     63  
Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
     64  
Section 4.10 Asset Sales
     68  
Section 4.11 Transactions with Affiliates
     71  
Section 4.12 Liens
     73  
Section 4.13 Corporate Existence
     73  
Section 4.14 Offer to Repurchase Upon Change of Control
     73  
Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
     75  
Section 4.16 Limitation on Layering
     76  
Section 4.17 KC Divestiture Trust
     77  
 
        
ARTICLE 5
 
        
SUCCESSORS
 
        
Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets
     77  
Section 5.02 Successor Corporation Substituted
     78  
 
        
ARTICLE 6
 
        
DEFAULTS AND REMEDIES
 
        
Section 6.01 Events of Default
     79  
Section 6.02 Acceleration
     81  
Section 6.03 Other Remedies
     82  
Section 6.04 Waiver of Past Defaults
     82  
Section 6.05 Control by Majority
     82  
Section 6.06 Limitation on Suits
     83  
Section 6.07 Rights of Holders of Notes to Receive Payment
     83  
Section 6.08 Collection Suit by Trustee
     83  
Section 6.09 Restoration of Rights and Remedies
     83  
Section 6.10 Rights and Remedies Cumulative
     84  
Section 6.11 Delay or Omission Not Waiver
     84  
Section 6.12 Trustee May File Proofs of Claim
     84  
Section 6.13 Priorities
     84  
Section 6.14 Undertaking for Costs
     85  

--ii--

 

     
    Page
         
ARTICLE 7
 
        
TRUSTEE
 
        
Section 7.01 Duties of Trustee
     85  
Section 7.02 Rights of Trustee
     86  
Section 7.03 Individual Rights of Trustee
     87  
Section 7.04 Trustee’s Disclaimer
     87  
Section 7.05 Notice of Defaults
     88  
Section 7.06 Reports by Trustee to Holders of the Notes
     88  
Section 7.07 Compensation and Indemnity
     88  
Section 7.08 Replacement of Trustee
     89  
Section 7.09 Successor Trustee by Merger, etc.
     90  
Section 7.10 Eligibility; Disqualification
     90  
Section 7.11 Preferential Collection of Claims Against Issuer
     90  
 
        
ARTICLE 8
 
        
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
 
        
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
     90  
Section 8.02 Legal Defeasance and Discharge
     90  
Section 8.03 Covenant Defeasance
     91  
Section 8.04 Conditions to Legal or Covenant Defeasance
     91  
Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions
     93  
Section 8.06 Repayment to Issuer
     93  
Section 8.07 Reinstatement
     93  
 
        
ARTICLE 9
 
        
AMENDMENT, SUPPLEMENT AND WAIVER
 
        
Section 9.01 Without Consent of Holders of Notes
     94  
Section 9.02 With Consent of Holders of Notes
     95  
Section 9.03 Compliance with Trust Indenture Act
     96  
Section 9.04 Revocation and Effect of Consents
     96  
Section 9.05 Notation on or Exchange of Notes
     97  
Section 9.06 Trustee to Sign Amendments, etc
     97  
Section 9.07 Payment for Consent
     97  
 
        
ARTICLE 10
 
        
SUBORDINATION
 
        
Section 10.01 Agreement To Subordinate
     98  
Section 10.02 Liquidation, Dissolution, Bankruptcy
     98  
Section 10.03 Default on Senior Indebtedness of the Issuer
     99  
Section 10.04 Acceleration of Payment of Notes
     100  
Section 10.05 When Distribution Must Be Paid Over
     100  

--iii--

 

         
      Page
Section 10.06 Subrogation
     100  
Section 10.07 Relative Rights
     100  
Section 10.08 Subordination May Not Be Impaired by Issuer
     101  
Section 10.09 Rights of Trustee and Paying Agent
     101  
Section 10.10 Distribution or Notice to Representative
     101  
Section 10.11 Article 10 Not To Prevent Events of Default or Limit Right To Accelerate
     101  
Section 10.12 Trust Moneys Not Subordinated
     101  
Section 10.13 Trustee Entitled To Rely
     102  
Section 10.14 Trustee To Effectuate Subordination
     102  
Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer
     103  
Section 10.16 Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions
     103  
 
        
ARTICLE 11
 
        
GUARANTEES
 
        
Section 11.01 Guarantee
     103  
Section 11.02 Limitation on Guarantor Liability
     105  
Section 11.03 Execution and Delivery
     105  
Section 11.04 Subrogation
     106  
Section 11.05 Benefits Acknowledged
     106  
Section 11.06 Release of Guarantees
     106  
 
        
ARTICLE 12
 
        
SUBORDINATION OF GUARANTEES
 
        
Section 12.01 Agreement To Subordinate
     106  
Section 12.02 Liquidation, Dissolution, Bankruptcy
     107  
Section 12.03 Default on Senior Indebtedness of a Guarantor
     107  
Section 12.04 Demand for Payment
     109  
Section 12.05 When Distribution Must Be Paid Over
     109  
Section 12.06 Subrogation
     109  
Section 12.07 Relative Rights
     109  
Section 12.08 Subordination May Not Be Impaired by a Guarantor
     109  
Section 12.09 Rights of Trustee and Paying Agent
     110  
Section 12.10 Distribution or Notice to Representative
     110  
Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment
     110  
Section 12.12 Trust Moneys Not Subordinated
     110  
Section 12.13 Trustee Entitled To Rely
     110  
Section 12.14 Trustee To Effectuate Subordination
     111  
Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors
     111  
Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions
     112  

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    Page
         
ARTICLE 13
 
        
SATISFACTION AND DISCHARGE
 
        
Section 13.01 Satisfaction and Discharge
     112  
Section 13.02 Application of Trust Money
     113  
 
        
ARTICLE 14
 
        
MISCELLANEOUS
 
        
Section 14.01 Trust Indenture Act Controls
     113  
Section 14.02 Notices
     114  
Section 14.03 Communication by Holders of Notes with Other Holders of Notes
     115  
Section 14.04 Certificate and Opinion as to Conditions Precedent
     115  
Section 14.05 Statements Required in Certificate or Opinion
     115  
Section 14.06 Rules by Trustee and Agents
     115  
Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders
     115  
Section 14.08 Governing Law
     116  
Section 14.09 Waiver of Jury Trial
     116  
Section 14.10 Force Majeure
     116  
Section 14.11 No Adverse Interpretation of Other Agreements
     116  
Section 14.12 Successors
     116  
Section 14.13 Severability
     116  
Section 14.14 Counterpart Originals
     116  
Section 14.15 Table of Contents, Headings, etc.
     117  
Section 14.16 Qualification of Indenture
     117  
EXHIBITS
Exhibit A          Form of Note
Exhibit B           Form of Certificate of Transfer
Exhibit C           Form of Certificate of Exchange
Exhibit D           Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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             INDENTURE, dated as of May 5, 2006, among CMP Susquehanna Corp., a Delaware corporation (“CMP”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, as Trustee.
W I T N E S S E T H
             WHEREAS, CMP has duly authorized the creation of an issue of $250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014 (the “Initial Notes”);
             WHEREAS, in connection with the Transaction (as defined herein), CMP Merger Co., a Delaware corporation and a direct wholly-owned subsidiary of CMP, will merge with and into Susquehanna Pfaltzgraff Co., a Delaware corporation (“SPC”), pursuant to that certain Agreement and Plan of Merger dated as of October 31, 2005 (the “Merger Agreement”) among CMP, Merger Sub, SPC and the Stockholders’ Representative (as defined in the Merger Agreement) and the Guarantors will unconditionally and irrevocably guarantee the Notes; and
             WHEREAS, each of CMP and each of the Guarantors has duly authorized the execution and delivery of this Indenture.
             NOW, THEREFORE, each of CMP, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
             “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.
             “Acquired Indebtedness” means, with respect to any specified Person,
     (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and
     (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.
             “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.
             “Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

 

 

             “Advisory Services Agreement” means the advisory services agreement dated as of the Issue Date among Holdings, the Issuer, Cumulus Media Partners, LLC, a Delaware limited liability company, and affiliates of the members of the Consortium named therein, as amended, restated, supplemented or otherwise modified.
             “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
             “Agent” means any Registrar or Paying Agent.
             “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:
     (1) 1.0% of the principal amount of such Note; and
     (2) the excess, if any, of (a) the present value at such Redemption Date of (i) the redemption price of such Note at May 15, 2010 (each such redemption price being set forth in Section 3.07 hereof), plus (ii) all required interest payments due on such Note through May 15, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (b) the principal amount of such Note.
             “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.
             “Asset Sale” means:
     (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of the Issuer or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or
     (2) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions;
in each case, other than:
     (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;
     (b) the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

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     (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;
     (d) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $5.0 million;
     (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to another Restricted Subsidiary of the Issuer;
     (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
     (g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;
     (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
     (i) foreclosures on assets;
     (j) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture; and
     (k) the licensing of intellectual property.
             “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.
             “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.
             “Business Day” means each day which is not a Legal Holiday.
             “Capital Stock” means:
     (1) in the case of a corporation, corporate stock;
     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock:
     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and
     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
             “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be

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capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.
             “Cash Equivalents” means:
     (1) United States dollars;
     (2) securities issued or directly and fully and unconditionally guaranteed by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;
     (3) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;
     (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) entered into with any financial institution meeting the qualifications specified in clause (3) above;
     (5) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;
     (6) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;
     (7) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (6) above;
     (8) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;
     (9) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and
     (10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.
             Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into United States dollars as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

--4--

 

             “Cash Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:
     (1) the cash component of consolidated interest expense determined in accordance with GAAP of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, excluding, without limitation, original issue discount, non-cash interest expense, amortization and write-off of debt issuance costs, the interest component of any deferred payment obligations and net payments, if any, pursuant to Hedging Obligations; plus
     (2) the cash component of consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus
     (3) any cash interest payment on Indebtedness of another person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon and limited to the amount of such Guarantee or the fair market value of the property secured by such Lien, as the case may be.
     “Change of Control” means the occurrence of any of the following:
     (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or
     (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies holding directly or indirectly 100% of the total voting power of the Voting Stock of the Issuer.
             “Clearstream” means Clearstream Banking, Société Anonyme.
             “Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.
             “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:
     (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but

--5--

 

excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges; plus
     (2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
     (3) interest income for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.
             “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,
     (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transaction to the extent incurred on or prior to December 31, 2006), severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,
     (2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,
     (3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,
     (4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded,
     (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,
     (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that

--6--

 

Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,
     (7) effects of adjustments (including the effects of such adjustments pushed down to the Issuer and its Restricted Subsidiaries) in the property and equipment, other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,
     (8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,
     (9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,
     (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,
     (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and
     (12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transaction in accordance with GAAP shall be excluded.
             Notwithstanding the foregoing, for the purpose of Section 4.07(a) hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any of its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.
             “Consortium” means Bain Capital Partners, LLC, The Blackstone Group, Thomas H. Lee Partners, L.P. and Cumulus Media Inc. and each of their respective Affiliates but not including, however, any portfolio companies of any of the foregoing.
             “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (”primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

--7--

 

     (1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
     (2) to advance or supply funds
     (a) for the purchase or payment of any such primary obligation, or
     (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or
     (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
             “Contribution Indebtedness” means Indebtedness of the Issuer or any Subsidiary Guarantor in an aggregate principal amount not greater than twice the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Subsidiary Guarantor after the Issue Date; provided that such Contribution Indebtedness:
     (1) if the aggregate principal amount of such Contribution Indebtedness is greater than one times such cash contributions to the capital of the Issuer or such Subsidiary Guarantor, as applicable, the amount of such excess shall be (A)(x) Subordinated Indebtedness (other than Secured Indebtedness) or (y) Senior Subordinated Indebtedness (other than Secured Indebtedness) and (B) Indebtedness with a Stated Maturity later than the Stated Maturity of the Notes, and
     (2) (a) is incurred within 180 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officers’ Certificate on the date of the incurrence thereof.
             “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.
             “Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.
             “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.
             “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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             “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.
             “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.
             “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.
             “Designated Preferred Stock” means Preferred Stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof
             “Designated Senior Indebtedness” means:
     (1) any Indebtedness outstanding under the Senior Credit Facilities; and
     (2) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $25.0 million or more and that has been specifically designated by the Issuer in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of this Indenture.
             “Dickey Family” means Lewis W. Dickey, Jr. and John W. Dickey.
             “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

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             “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period
     (1) increased (without duplication) by:
      (a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
      (b) Fixed Charges of such Person for such period (including (x) net losses or Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus
      (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus
      (d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Facilities and (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
      (e) the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus
      (f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus
      (g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus
      (h) the amount of advisory fees and related expenses (other than pursuant to the Management Agreement or any replacement thereof) paid in such period to members of the Consortium (or their Affiliates, as applicable) to the extent otherwise permitted under Section 4.11 hereof; plus

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      (i) any costs or expense incurred by the Issuer or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Issuer or net cash proceeds of an issuance of Equity Interest of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof; plus
      (j) the amount of loss incurred by the Issuer or any Restricted Subsidiary in connection with acquiring “stick” stations or commencing operations under an owned, but not operated, license, in each case as a direct result of the acquisition of such station or initiation of such license within 24 months of the acquisition of the applicable station or initiation of operations in respect of the applicable license in an aggregate amount for all such stations and licenses not to exceed $5.0 million in any four fiscal quarter period,
     (2) decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and
     (3) increased or decreased by (without duplication):
      (a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133; plus or minus, as applicable,
      (b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of Indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).
             “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.
             “Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:
     (1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-8;
     (2) issuances to any Subsidiary of the Issuer; and
     (3) any such public or private sale that constitutes an Excluded Contribution.
             “Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.
             “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
             “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

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             “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.
             “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.
             “Excluded Contribution” means net cash proceeds or marketable securities received by the Issuer from
     (1) contributions to its common equity capital, and
     (2) the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,
in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.
             “FCC” means the U.S. Federal Communications Commission.
             “Final Order” shall mean a final order issued by the U.S. Bankruptcy Court.
             “Fixed Charges” means, with respect to any Person for any period, the sum of:
     (1) Consolidated Interest Expense of such Person for such period;
     (2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and
     (3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.
             “Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.
             “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.
             “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.
             “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

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             “Government Securities” means securities that are:
     (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or
     (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.
             “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.
             “Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture.
             “Guarantor” means Radio Holdings and each Subsidiary Guarantor.
             “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.
             “Holder” means the Person in whose name a Note is registered on the Registrar’s books.
             “Indebtedness” means, with respect to any Person, without duplication:
     (1) any indebtedness (including principal and premium) of such Person, whether or not contingent:
      (a) in respect of borrowed money;
      (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);
      (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business and (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP; or

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      (d) representing any Hedging Obligations;
if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;
     (2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and
     (3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person.
             “Indenture” means this Indenture, as amended or supplemented from time to time.
             “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.
             “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.
             “Initial Notes” as defined in the recitals hereto.
             “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., UBS Securities LLC, Goldman, Sachs & Co. and Banc of America Securities LLC.
             “Interest Payment Date” means May 15 and November 15 of each year to stated maturity.
             “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.
             “Investment Grade Securities” means:
     (1) securities issued or directly and fully guaranteed by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);
     (2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries; and
     (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution.

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             “Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:
     (1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:
      (a) the Issuer “Investment” in such Subsidiary at the time of such redesignation; less
      (b) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and
     (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.
             “Issue Date” means May 5, 2006.
             “Issuer” means CMP Susquehanna Corp.; provided that when used in the context of determining the fair market value of an asset or liability under this Indenture, “Issuer” shall be deemed to mean the board of directors of the Issuer when the fair market value is equal to or in excess of $20.0 million (unless otherwise expressly stated).
             “Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.
             “KC Divestiture Trust” means KCHZ Trust, a Delaware trust, the sole assets of which are the FCC radio broadcast license for KCHZ-FM and related assets contributed thereto on the Issue Date.
             “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or the city in which the Corporate Trust Office of the Trustee or Paying Agent is located.
             “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.
             “Leverage Ratio” means, with respect to any specified Person on any date of determination (the “Calculation Date”), the ratio, on a pro forma basis, of (1) the sum of the aggregate outstanding

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amount of Indebtedness plus the aggregate liquidation preference of all outstanding Disqualified Stock and Preferred Stock (except Preferred Stock issued to the Issuer or a Restricted Subsidiary) of such Person and its Restricted Subsidiaries as of the Calculation Date determined on a consolidated basis in accordance with GAAP to (2) the EBITDA of such Person and its Restricted Subsidiaries attributable to continuing operations and businesses for the four full fiscal quarters ended most recently prior to the Calculation Date.
     For purposes of calculating the Leverage Ratio:
     (1) acquisitions, including Investments, that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, and any incurrence or repayment of other Indebtedness or preferred stock, at any time subsequent to the beginning of the four-quarter reference period and on or prior to the date of determination, as if such incurrence or issuance, or the repayment, as the case may be, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average balance of such Indebtedness at the end of each month during such period);
     (2) For purposes of this definition, whenever pro forma effect is to be given to any transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuer as set forth in an officers’ certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition or merger (including, to the extent applicable, from the Transaction) and (2) all adjustments used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote (8) to the “Summary Historical and Unaudited Pro Forma Condensed Consolidated Financial Data” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period;
     (3) transactions giving rise to the need to calculate the Leverage Ratio shall be assumed to have occurred on the first day of the four-quarter reference period;
     (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period; and
     (5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period.
             Furthermore, in calculating Consolidated Interest Expense for purposes of the calculation of EBITDA, (a) interest on Indebtedness determined on a fluctuating basis as of the date of determination (including Indebtedness actually incurred on the date of the transaction giving rise to the need to calculate the Leverage Ratio) and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness as in effect on the date of determination and (b) notwithstanding clause (a) above, interest determined on a fluctuating basis, to the extent such interest is covered by Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

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             “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.
             “Management Agreement” means the management agreement dated as of the Issue Date between Cumulus Media Inc., a Delaware corporation, and Holdings, as amended, restated, supplemented or otherwise modified.
             “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.
             “Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.
             “Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.
             “Non-U.S. Person” means a Person who is not a U.S. Person.
             “Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.
             “Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
             “Offering Memorandum” means the offering memorandum, dated May 1, 2006, relating to the sale of the Initial Notes.

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             “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.
             “Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.
             “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.
             “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
             “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.
             “Permitted Holders” means (i) each of the members of the Consortium on the Issue Date, (ii) members of the Dickey Family, (iii) members of management of the Issuer (or its direct parent) who are holders of Equity Interests of the Issuer (or any of its direct or indirect parent companies); provided that if such members of management own beneficially or of record more than 10% of the outstanding voting stock of the Issuer in the aggregate, they shall be treated as Permitted Holders of only 10% of the outstanding voting stock of the Issuer at such time, and (iv) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, persons identified in clauses (i) and (ii), collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Issuer or any of its direct or indirect parent companies.
             “Permitted Investments” means:
     (1) any Investment in the Issuer or any of its Restricted Subsidiaries;
     (2) any Investment in cash and Cash Equivalents or Investment Grade Securities;
     (3) any Investment by the Issuer or any of its Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:
      (a) such Person becomes a Restricted Subsidiary; or
      (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary,
and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

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     (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;
     (5) any Investment existing on the Issue Date;
     (6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries:
      (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or
      (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
     (7) Hedging Obligations permitted under clause (10) of Section 4.09(b) hereof;
     (8) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of the Issuer, or any of its direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;
     (9) guarantees of Indebtedness permitted under Section 4.09 hereof;
     (10) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;
     (11) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (11) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 3.5% of Total Assets at the time of such Investments (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
     (12) advances to, or guarantees of Indebtedness of, employees not in excess of $10.0 million outstanding at any one time, in the aggregate;
     (13) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices; and
     (14) Investments in Permitted Joint Ventures having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (14), that are at that time outstanding not to exceed 1.0% of Total Assets at the time of such Investment (with the fair market value being measured at the time made and without giving effect to subsequent changes in value).

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             “Permitted Joint Ventures” means a corporation, partnership or other entity (other than a Subsidiary) engaged in one or more Similar Businesses in respect of which the Issuer or a Restricted Subsidiary (a) beneficially owns at least 20% of the Equity Interests of such entity and (b) either is a party to an agreement empowering one or more parties to such agreement (which may or may not be the Issuer or a Subsidiary), or is a member of a group that, pursuant to the constituent documents of the applicable corporation, partnership or other entity, has the power, to direct the policies, management and affairs of such entity.
             “Permitted Junior Securities” means:
     (1) Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or
     (2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture;
provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of the Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.
     “Permitted Liens” means, with respect to any Person:
     (1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;
     (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
     (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;
     (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

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     (5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
     (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) of Section 4.09(b) hereof;
     (7) Liens existing on the Issue Date;
     (8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;
     (9) Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any of its Restricted Subsidiaries;
     (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;
     (11) Liens securing Hedging Obligations so long as related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;
     (12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
     (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and do not secure any Indebtedness;
     (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;
     (15) Liens in favor of the Issuer or any Guarantor;
     (16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business to the Issuer’s clients;

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     (17) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;
     (18) deposits made in the ordinary course of business to secure liability to insurance carriers;
     (19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $7.5 million at any one time outstanding;
     (20) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
     (21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
     (22) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
     (23) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
     (24) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and
     (25) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.
             For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

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             “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
             “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.
             “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.
             “Proof of Claim” shall mean a proof of claim or debt filed in accordance with and pursuant to any applicable provisions of the Bankruptcy Law, the Federal Rules of Bankruptcy Procedure and/or a Final Order of the U.S. Bankruptcy Court.
             “Proper Proof of Claim” shall mean, at any time, a Proof of Claim in an amount not less than the sum of the aggregate outstanding principal amount of the Notes at such time plus accrued but unpaid interest on the Notes at such time.
             “QIB” means a “qualified institutional buyer” as defined in Rule 144A.
             “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuer in good faith.
             “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.
             “Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means May 1 or November 1 (whether or not a Business Day) next preceding such Interest Payment Date.
             “Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuer, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.
             “Regulation S” means Regulation S promulgated under the Securities Act.
             “Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
             “Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination

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equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.
             “Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.
             “Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.
             “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
             “Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuer.
             “Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.
             “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.
             “Restricted Global Note” means a Global Note bearing the Private Placement Legend.
             “Restricted Investment” means an Investment other than a Permitted Investment.
             “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.
             “Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”
             “Rule 144” means Rule 144 promulgated under the Securities Act.
             “Rule 144A” means Rule 144A promulgated under the Securities Act.
             “Rule 903” means Rule 903 promulgated under the Securities Act.
             “Rule 904” means Rule 904 promulgated under the Securities Act.

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             “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.
             “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.
             “SEC” means the U.S. Securities and Exchange Commission.
             “Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.
             “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
             “Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuer, the guarantors party thereto, the lenders party thereto in their capacities as lenders thereunder and Deutsche Bank Trust Company Americas, as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.
             “Senior Indebtedness” means:
     (1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;
     (2) all Hedging Obligations (and guarantees thereof);
     (3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and
     (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

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provided, however, that Senior Indebtedness shall not include:
     (a) any obligation of such Person to the Issuer or any of its Subsidiaries;
     (b) any liability for federal, state, local or other taxes owed or owing by such Person;
     (c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);
     (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or
     (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; provided, however, that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness is incurred under any of the Credit Facilities, and the holder(s) of such Indebtedness or their agent or representative shall have received a certificate from an officer of the Issuer to the effect that the incurrence of such Indebtedness does not (or, in the case of a revolving credit facility thereunder, the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate the provisions of this Indenture.
     “Senior Subordinated Indebtedness” means:
     (1) with respect to the Issuer, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuer; and
     (2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of the Notes.
             “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.
             “Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.
             “Similar Business” means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.
             “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
             “StationCo” means CMP KC, LLC, a Delaware limited liability company.

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             “Subordinated Indebtedness” means, with respect to the Notes,
     (1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and
     (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.
     “Subsidiary” means, with respect to any Person:
     (1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof or is consolidated under GAAP with such Person at such time; and
     (2) any partnership, joint venture, limited liability company or similar entity of which
      (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and
      (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
             “Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the Notes in accordance with the terms of this Indenture.
             “Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person as may be expressly stated.
             “Transaction” means the transactions contemplated by the Transaction Agreement, the issuance of the Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.
             “Transaction Agreement” means (i) the Agreement and Plan of Merger dated as of October 31, 2005 among the Issuer, CMP Merger Co., a Delaware corporation, Susquehanna Pfaltzgraff Co., a Delaware corporation, and the stockholders’ representative named therein and (ii) the Asset Purchase Agreement dated as of October 31, 2005 among CMP KC Corp., a Delaware corporation, Susquehanna Radio Corp., a Pennsylvania corporation, 1051 FM, LLC, a Kansas limited liability company, Susquehanna Kansas City Partnership, a Pennsylvania partnership, and the stockholders named therein, as the same may be amended prior to the Issue Date.
             “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at

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least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to May 15, 2010; provided, however, that if the period from the Redemption Date to May 15, 2010 is less, than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
             “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb).
             “Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.
             “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.
             “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.
             “Unrestricted Subsidiary” means:
     (1) any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and
     (2) any Subsidiary of an Unrestricted Subsidiary.
             The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that
     (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer;
     (2) such designation complies with Section 4.07 hereof; and
     (3) each of:
      (a) the Subsidiary to be so designated; and
      (b) its Subsidiaries
has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

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             The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:
     (1) the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) hereof; or
     (2) the Leverage Ratio for the Issuer and its Restricted Subsidiaries would not be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation,
in each case on a pro forma basis taking into account such designation.
             Any such designation by the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.
             “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.
             “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.
             “Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing
     (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
     (2) the sum of all such payments.
             “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.
Section 1.02 Other Definitions.
         
    Defined in
Term   Section
“Acceptable Commitment”
     4.10  
“Affiliate Transaction”
     4.11  
“Asset Sale Offer”
     4.10  
“Authentication Order”
     2.02  
“Blockage Notice”
     10.03  
“Change of Control Offer”
     4.14  
“Change of Control Payment”
     4.14  
“Change of Control Payment Date”
     4.14  
“Covenant Defeasance”
     8.03  

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    Defined in
Term   Section
“DTC”
     2.03  
“Event of Default”
     6.01  
“Excess Proceeds”
     4.10  
“Guarantee Blockage Notice”
     12.03  
“Guarantee Payment Blockage Period”
     12.03  
“Guarantor Payment Default”
     12.03  
“incur”
     4.09  
“Legal Defeasance”
     8.02  
“Non-Guarantor Payment Default”
     12.03  
“Non-Payment Default”
     10.03  
“Note Register”
     2.03  
“Offer Amount”
     3.09  
“Offer Period”
     3.09  
“Pari Passu Indebtedness”
     4.10  
“pay its Guarantee”
     12.03  
“pay the Notes”
     10.03  
“Paying Agent”
     2.03  
“Payment Blockage Period”
     10.03  
“Payment Default”
     10.03  
“Purchase Date”
     3.09  
“Redemption Date”
     3.07  
“Refinancing Indebtedness”
     4.09  
“Refunding Capital Stock”
     4.07  
“Registrar”
     2.03  
“Restricted Payments”
     4.07  
“Successor Company”
     5.01  
“Successor Person”
     5.01  
“Treasury Capital Stock”
     4.07  
Section 1.03 Incorporation by Reference of Trust Indenture Act.
             Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.
             The following Trust Indenture Act terms used in this Indenture have the following meanings:
             “indenture securities” means the Notes;
             “indenture security Holder” means a Holder of a Note;
             “indenture to be qualified” means this Indenture;
             “indenture trustee” or “institutional trustee” means the Trustee; and
     “obligor” on the Notes and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

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             All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.
Section 1.04 Rules of Construction.
     Unless the context otherwise requires:
     (a) a term has the meaning assigned to it;
     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
     (c) “or” is not exclusive;
     (d) words in the singular include the plural, and in the plural include the singular;
     (e) “will” shall be interpreted to express a command;
     (f) provisions apply to successive events and transactions;
     (g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;
     (h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and
     (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.
Section 1.05 Acts of Holders.
             (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.
             (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such

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instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.
             (c) The ownership of Notes shall be proved by the Note Register.
             (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.
             (e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.
             (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
             (g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.
             (h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

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ARTICLE 2
THE NOTES
Section 2.01 Form and Dating; Terms.
             (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof.
             (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
             (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
             Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.
             (d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.
             The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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             The Notes shall be subject to repurchase by the Issuer pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.
             Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.
             (e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.
Section 2.02 Execution and Authentication.
             At least one Officer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.
             If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.
             A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.
             On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.
             The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.
Section 2.03 Registrar and Paying Agent.
             The Issuer shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to

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this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.
             The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.
             The Issuer initially appoints the Trustee to act as the Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.
Section 2.04 Paying Agent to Hold Money in Trust.
             The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.
Section 2.05 Holder Lists.
             The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).
Section 2.06 Transfer and Exchange.
             (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120 days, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in

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(i), (ii) or (iii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.
             (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:
     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).
     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.
     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof

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in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:
      (A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or
      (B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.
     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:
      (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;
      (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
      (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
      (D) the Registrar receives the following:
        (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or
        (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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             If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.
             Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.
             (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
             (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:
     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;
     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;
     (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;
     (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;
     (E) if such beneficial interest is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or
     (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in

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exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.
             (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.
             (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:
     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;
     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
     (D) the Registrar receives the following:
      (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or
      (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
             (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection

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(i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.
             (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.
             (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;
     (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;
     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;
     (E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or
     (F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.
             (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an

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Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:
     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;
     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
     (D) the Registrar receives the following:
      (1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or
      (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
             Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.
             (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.
             If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

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             (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):
     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
      (A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;
      (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or
      (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.
     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:
      (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;
      (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;
      (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or
      (D) the Registrar receives the following:
        (1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

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        (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;
and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.
             (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.
             (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:
             (i) Private Placement Legend.
     (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:
THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE

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EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.
             (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY

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SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
             (iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:
“THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”
             (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.
             (i) General Provisions Relating to Transfers and Exchanges.
             (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
             (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in

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connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).
          (iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
          (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
          (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.
          (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.
          (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
          (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.
          (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
Section 2.07 Replacement Notes.
          If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

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          Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.
Section 2.08 Outstanding Notes.
          The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.
          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.
          If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.
          If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.
Section 2.09 Treasury Notes.
          In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.
Section 2.10 Temporary Notes.
          Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.
          Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

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Section 2.11 Cancellation.
          The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.
Section 2.12 Defaulted Interest.
          If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.
          Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.
Section 2.13 CUSIP Numbers.
          The Issuer in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

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ARTICLE 3
REDEMPTION
Section 3.01 Notices to Trustee.
          If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.
Section 3.02 Selection of Notes to Be Redeemed or Purchased.
          If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method the Trustee considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption or purchase.
          The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; no Notes of $1,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.
Section 3.03 Notice of Redemption.
          Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.
          The notice shall identify the Notes to be redeemed and shall state:
     (a) the redemption date;
     (b) the redemption price;
     (c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note

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representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;
     (d) the name and address of the Paying Agent;
     (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
     (f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;
     (g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;
     (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and
     (i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.
          At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.
Section 3.04 Effect of Notice of Redemption.
          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.
Section 3.05 Deposit of Redemption or Purchase Price.
          Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.
          If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to

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the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.
Section 3.06 Notes Redeemed or Purchased in Part.
          Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $1,000 or an integral multiple of $1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.
Section 3.07 Optional Redemption.
          (a) At any time prior to May 15, 2010, the Issuer may redeem all or part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail, with a copy to the Trustee, to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
          (b) Until May 15, 2009, the Issuer may redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 109.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received by it from one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.
          (c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2010.
          (d) On and after May 15, 2010, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to

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receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below:
         
Year   Percentage
2010
     104.938 %
2011
     102.469 %
2012 and thereafter
     100.000 %
          (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
Section 3.08 Mandatory Redemption.
          The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.
Section 3.09 Offers to Repurchase by Application of Excess Proceeds.
          (a) In the event that, pursuant to Section 4.10 hereof, the Issuer shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below.
          (b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.
          (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.
          (d) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:
     (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;
     (ii) the Offer Amount, the purchase price and the Purchase Date;
     (iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

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     (iv) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;
     (v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;
     (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuer, the Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;
     (vii) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;
     (viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee shall select the Notes and, at the direction of the Issuer, such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and
     (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.
          (e) On or before the Purchase Date, the Issuer shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.
          (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

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          Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.
ARTICLE 4
COVENANTS
Section 4.01 Payment of Notes.
          The Issuer shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of noon Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.
          The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.
          The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.
Section 4.02 Maintenance of Office or Agency.
          The Issuer shall maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.
          The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
          The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.
Section 4.03 Reports and Other Information.
          (a) Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms

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provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and after the Issue Date,
     (1) within 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;
     (2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending June 30, 2006, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;
     (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and
     (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;
in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act. In addition, to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144(A)(d)(4) under the Securities Act.
          (b) The Issuer may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Issuer by furnishing financial information relating to Radio Holdings; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Radio Holdings, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.
          (c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.
Section 4.04 Compliance Certificate.
          (a) The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a

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view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).
          (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.
Section 4.05 Taxes.
          The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.
Section 4.06 Stay, Extension and Usury Laws.
          The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.
Section 4.07 Limitation on Restricted Payments.
          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:
     (1) declare or pay any dividend or make any payment or distribution on account of the Issuer’s, or any of its Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:
     (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or
     (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

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     (2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;
     (3) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than:
     (A) Indebtedness permitted under clauses (6) and (7) of Section 4.09(b) hereof; or
     (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or
     (4) make any Restricted Investment,
(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”) unless, at the time of such Restricted Payment:
     (1) no Default shall have occurred and be continuing or would occur as a consequence thereof;
     (2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) hereof; and
     (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2)(a), (3), (4), (5), (6), (7)(a) and (b), (8), (10), (11), (12) and (14) of Section 4.07(b) hereof), is less than the sum of (without duplication):
     (A) (i) the aggregate EBITDA of the Issuer for the period (taken as one accounting period) from the beginning of the first full fiscal quarter following the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the event aggregate EBITDA for such period is a deficit, then minus such deficit) less (ii) 1.4 times the aggregate Cash Interest Expense of the Issuer for the same period; plus
     (B) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property (other than StationCo (or any assets of StationCo as in existence on the Issue Date) or any successor thereto) received by the Issuer since immediately after the Issue Date (other than any such net cash proceeds used to incur Contribution Indebtedness) from the issue or sale of:
     (i)(a) Equity Interests of the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received from the sale of:

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     (x) Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent company of the Issuer and the Issuer’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (5) of Section 4.07(b) hereof; and
     (y) Designated Preferred Stock; and
     (b) to the extent such net cash proceeds are actually contributed to the Issuer, Equity Interests of the Issuer’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (5) of Section 4.07(b) hereof; or
     (ii) debt securities of the Issuer that have been converted into or exchanged for such Equity Interests of the Issuer;
provided, however, that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities of the Issuer sold to a Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus
     (C) 100% of the aggregate amount of cash contributed and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property (other than StationCo (or any assets of StationCo as in existence on the Issue Date) or any successor thereto) to the capital of the Issuer following the Issue Date (other than any such net cash proceeds used to incur Contribution Indebtedness) (other than by a Restricted Subsidiary and other than by any Excluded Contributions); plus
     (D) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuer, of marketable securities or other property received by means of:
     (i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Issuer or its Restricted Subsidiaries, in each case after the Issue Date; or
     (ii) the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary or a dividend from an Unrestricted Subsidiary after the Issue Date; plus
     (E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuer in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $20.0 million, in writing by

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an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary to the extent such Investment constituted a Permitted Investment;
provided, however, that, to the extent the property received under clause (B) or contributed under clause (C) includes a “stick” station or stations or Equity Interests of a Person whose assets include a “stick” station or stations, the fair market value of such property shall have been determined in writing by an Independent Financial Advisor.
     (b) The foregoing provisions of Section 4.07(a) hereof shall not prohibit:
     (1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;
     (2) (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuer or any Equity Interests of any direct or indirect parent company of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent contributed to the Issuer (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (b) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (7) of this Section 4.07(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;
     (3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer or a Guarantor made by exchange for, or out of the proceeds of the  substantially concurrent sale of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof, so long as:
     (a) the principal amount of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;
     (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;
     (c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

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     (d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;
     (4) Restricted Payments to Holdings for the payment to Cumulus Media Inc., a Delaware corporation, pursuant to the Management Agreement of (i) management fees in an aggregate amount in any fiscal year not to exceed the amount of the management fee set forth in the Management Agreement (which shall in no event exceed the greater of $4.0 million and 4% of “Adjusted EBITDA” (as defined in the Management Agreement as in effect on the Issue Date) for such fiscal year) for any fiscal year, (ii) any related expenses, including professional and similar third party expenses payable under the Management Agreement, (iii) any termination fees pursuant to the Management Agreement not to exceed the amount set forth in the Management Agreement as in effect on the Issue Date and (iv) any amounts described in (i) above, the payment of which has been deferred as set forth in the Management Agreement as in effect on the Issue Date, and interest accrued thereon;
     (5) a Restricted Payment to pay for the repurchase, retirement or the acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of the Issuer or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (5) do not exceed in any calendar year $5.0 million (which shall increase to $10.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $10.0 million in any calendar year (which shall increase to $20.0 million subsequent to the consummation of an underwritten public Equity Offering by the Issuer or any direct or indirect parent corporation of the Issuer)); provided further that such amount in any calendar year may be increased by an amount not to exceed:
     (a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer’s direct or indirect parent companies, in each case to members of management, directors or consultants of the Issuer, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus
     (b) the cash proceeds of key man life insurance policies received by the Issuer or its Restricted Subsidiaries after the Issue Date; less
     (c) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (5);
and provided further that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of the Issuer’s direct or indirect parent companies or any of the Issuer’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

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     (6) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in accordance with Section 4.09 hereof to the extent such dividends are included in the definition of “Cash Interest Expense”;
     (7) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;
     (b) the declaration and payment of dividends to a direct or indirect parent company of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date; provided that the amount of dividends paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or
     (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);
provided, however, in the case of each of (a), (b) and (c) of this clause (7), that (x) such dividends are included in the definition of “Cash Interest Expense” and (y) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and its Restricted Subsidiaries on a consolidated basis would have had a Leverage Ratio of no more than 7.50 to 1.00;
     (8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
     (9) the declaration and payment of dividends on the Issuer’s common stock (or the payment of dividends to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public offering of the Issuer’s common stock or the common stock of any of its direct or indirect parent companies after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s common stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;
     (10) Restricted Payments that are made with Excluded Contributions;
     (11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed the greater of (x) $30.0 million or (y) 2.5% of Total Assets at the time made;
     (12) any Restricted Payment used to fund the Transaction and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;
     (13) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Section

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4.10 and Section 4.14 hereof; provided that all Notes validly tendered by Holders in connection with the related Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;
     (14) the declaration and payment of dividends by the Issuer to, or the making of loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies to pay, in each case without duplication,
     (a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;
     (b) federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and its Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Issuer and its Restricted Subsidiaries would be required to pay in respect of federal, state and local taxes for such fiscal year were the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;
     (c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries;
     (d) general corporate operating overhead costs and expenses of any direct or indirect parent company of the Issuer to the extent such costs and expenses are attributable to the ownership or operation of the Issuer and its Restricted Subsidiaries; and
     (e) reasonable fees and expenses other than to Affiliates of the Issuer related to any unsuccessful equity or debt offering of such parent entity; and
     (15) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents);
provided, however, that, at the time of and after giving effect to, any Restricted Payment permitted under clauses (6), (7), (11), (13) and (15) of this Section 4.07(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.
     (c) As of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (10) or (11) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise

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meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture.
Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.
          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:
     (1) (A) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or
     (B) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;
     (2) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or
     (3) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.
          (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:
     (1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation;
     (2) this Indenture and the Notes;
     (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;
     (4) applicable law or any applicable rule, regulation or order;
     (5) any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;
     (6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;
     (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;
     (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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     (9) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;
     (10) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business; and
     (11) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (10) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.
Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.
          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Leverage Ratio on a consolidated basis for the Issuer and its Restricted Subsidiaries’ most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would not have been greater than 7.50 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period.
          (b) The provisions of Section 4.09(a) hereof shall not apply to:
     (1) the incurrence of Indebtedness under Credit Facilities by the Issuer or any of its Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $800.0 million outstanding at any one time, less the aggregate of mandatory principal payments actually made by the borrower thereunder in respect of Indebtedness thereunder after the Issue Date with Net Proceeds from an Asset Sale or series of related Asset Sales;
     (2) the incurrence by the Issuer and any Subsidiary Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes);
     (3) Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

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     (4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof) not to exceed $10.0 million at any time outstanding, together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued and outstanding under this clause (4);
     (5) Indebtedness incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;
     (6) Indebtedness arising from agreements of the Issuer or its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that
     (A) such Indebtedness is not reflected on the balance sheet of the Issuer, or any of its Restricted Subsidiaries (Contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and
     (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition;
     (7) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any collateral agent under the Credit Facilities) shall be deemed, in each case, to be an incurrence of such Indebtedness;
     (8) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any collateral agent under the Credit Facilities) shall be deemed, in each case, to be an incurrence of such Indebtedness;

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     (9) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of Preferred Stock;
     (10) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness or exchange rate risk;
     (11) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;
     (12) Contribution Indebtedness;
     (13) the incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) and clauses (2), (3), (4), (13) and (14) of this Section 4.09(b) or any Indebtedness, Disqualified Stock or Preferred Stock, including additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including reasonable tender premiums), defeasance costs and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:
     (A) has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,
     (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and
     (C) shall not include:
     (i) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Guarantor;
     (ii) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or
     (iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

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and provided further that subclause (A) of this clause (13) shall not apply to any refunding or refinancing of any Indebtedness outstanding under any Senior Indebtedness.
     (14) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition or merger, either
     (a) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) hereof, or
     (b) the Leverage Ratio of the Issuer and the Restricted Subsidiaries is less than immediately prior to such acquisition or merger;
     (15) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;
     (16) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;
     (17) (a) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or
     (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer; provided that such guarantee is incurred in accordance with Section 4.15 hereof;
     (18) Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;
     (19) Indebtedness consisting of Indebtedness issued by the Issuer or any of its Restricted Subsidiaries to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any direct or indirect parent company of the Issuer to the extent described in clause (5) of Section 4.07(b) hereof;
     (20) Indebtedness of the Issuer or any Subsidiary Guarantor incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the acquisition by the Issuer or such Subsidiary Guarantor of property used or useful in a Similar Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger, amalgamation or consolidation with, any Person owning such assets); provided that, after giving pro forma effect to such transaction and any related transactions, the Issuer and its Restricted Subsidiaries on a consolidated basis, for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred, (A) would have had a Leverage Ratio of not greater than the Leverage Ratio on the Issue Date and (B) would have had a Leverage Ratio lower than the

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Leverage Ratio for such period immediately prior to giving pro forma effect to such transaction and any related transactions; and
     (21) incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount not to exceed $50.0 million at any time outstanding.
     (c) For purposes of determining compliance with this Section 4.09:
     (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, in its sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and
     (2) at the time of incurrence, the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof.
          Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.
          For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.
          The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.
Section 4.10 Asset Sales.
          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:
     (1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of; and

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     (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:
     (A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing,
     (B) any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and
     (C) any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 2.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
shall be deemed to be cash for purposes of this provision and for no other purpose.
          (b) Within 390 days after the receipt of any Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale.
          (1) to permanently reduce:
     (A) Obligations under the Senior Indebtedness, and to correspondingly reduce commitments with respect thereto;
     (B) Obligations under Senior Subordinated Indebtedness (and to correspondingly reduce commitments with respect thereto); provided that the Issuer shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof by making an offer (in accordance with the procedures set forth under Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or
     (C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary,
     (2) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) acquisitions of other assets, in each of (A), (B) and (C), used or useful in a Similar Business, or

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     (3) to make an investment in (A) any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or another of its Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) acquisitions of other assets that, in each of (A), (B) and (C), replace the businesses, properties and/or assets that are the subject of such Asset Sale;
provided that, in the case of clauses (2) and (3) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds.
          (c) The Issuer and its Restricted Subsidiaries shall not be required to comply with this Section 4.10 if the Issuer or any of its Restricted Subsidiaries is required to transfer any asset into a trust for FCC regulatory purposes and such trust is then required by the FCC or other governmental entity to sell or otherwise dispose of such asset, so long as in each case any Net Proceeds received by the Issuer and its Restricted Subsidiaries are applied in accordance with this Section 4.10.
          (d) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) hereof shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $10.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.
          To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness (which shall be selected at the direction of the Issuer) to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset to zero.
          (e) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.
          (f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent

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that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
Section 4.11 Transactions with Affiliates.
          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $2.0 million, unless:
     (1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and
     (2) the Issuer delivers to the Trustee:
     (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $5.0 million, a resolution adopted by the majority of the board of directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a); and
     (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $20.0 million, a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view.
     (b) The provisions of Section 4.11(a) hereof shall not apply to the following:
     (1) transactions between or among the Issuer or any of its Restricted Subsidiaries;
     (2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;
     (3) the payment to the applicable Affiliates of members of the Consortium pursuant to the Advisory Services Agreement of (i) co-advisory fees in an aggregate amount in any fiscal year not to exceed the amount of the ongoing advisory fee set forth in the Advisory Services Agreement as in effect on the Issue Date for such fiscal year, (ii) related expenses payable thereunder (calculated, solely for the purpose of this clause (3), assuming that such fees and related expenses had not been paid, when calculating Net Income), (plus any unpaid advisory fees within such amount, accrued interest thereon and related expenses accrued in any prior year), and (iii) any termination fees pursuant to the Advisory Services Agreement not to exceed the amount set forth in the Advisory Services Agreement as in effect on the Issue Date;
     (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries;

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     (5) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;
     (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);
     (7) the Transaction and the payment of all fees and expenses related to the Transaction, in each case as disclosed in the Offering Memorandum;
     (8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;
     (9) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant;
     (10) payments by the Issuer or any of its Restricted Subsidiaries to any member of the Consortium made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuer in good faith;
     (11) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuer in good faith;
     (12) investments by any member of the Consortium in securities of the Issuer or any of its Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities;
     (13) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; and
     (14) transactions with Cumulus or any of its Affiliates involving or for the benefit of the Issuer and its Subsidiaries, including without any limitation any transactions regarding use of programming, network programming and sales, sales commissions, compensation to radio stations or the employment or compensation of personnel and contractors, including on air talent, in each case, in the ordinary course of business, which are fair to the Issuer and its Restricted

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Subsidiaries, in the reasonable determination of the majority of disinterested members of the board of directors of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.
Section 4.12 Liens.
     The Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:
     (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or
     (2) in all other cases, the Notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees and (B) Liens securing Senior Indebtedness of the Issuer or any Guarantor.
Section 4.13 Corporate Existence.
          Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuer and its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole.
Section 4.14 Offer to Repurchase Upon Change of Control.
          (a) If a Change of Control occurs, unless the Issuer has previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee, to each Holder to the registered address of such Holder (or otherwise delivered in accordance with the procedures of DTC) with the following information:
     (1) that a Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

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     (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);
     (3) that any Note not properly tendered will remain outstanding and continue to accrue interest;
     (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;
     (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
     (6) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;
     (7) that if the Issuer is redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered (which must be equal to $1,000 or an integral multiple thereof); and
     (8) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow.
          The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.
          The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations in this Section 4.14 by virtue thereof.
          (b) On the Change of Control Payment Date, the Issuer shall, to the extent permitted by law,
     (1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer,

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     (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and
     (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.
          (c) In the event a Change of Control occurs at a time when the Issuer is prohibited by the terms of any Senior Indebtedness from purchasing Notes, then prior to the mailing of the notice of a Change of Control to holders of Notes but in any event within 45 days following any Change of Control, the Issuer shall undertake to (1) repay in full all Obligations, and terminate all commitments, under the Senior Credit Facilities and all other Senior Indebtedness, the terms of which require repayment and/or termination of commitments upon a Change of Control or offer to repay in full all Obligations, and terminate all commitments, under the Senior Credit Facilities and all other such Senior Indebtedness and to repay the Obligations owed to (and terminate all commitments of) each lender which has accepted such offer or (2) obtain the requisite consents under the agreements governing such Senior Indebtedness to permit the repurchase of the Notes. If such a consent is not obtained or borrowings repaid, the Issuer will remain prohibited from purchasing the Notes.
          (d) The Issuer shall first comply with Section 4.14(c) hereof before it shall be required to repurchase Notes pursuant to Section 4.14(a) hereof. The Issuer’s failure to comply with Section 4.14(c) hereof (and any failure to send a notice of Change of Control as a result of the prohibition in Section 4.14(c)) may (with notice and lapse of time) constitute an Event of Default described in clause (3), but shall not constitute an Event of Default described in clause (1) under Section 6.01 hereof.
          (e) The Issuer shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.
          (f) The provisions of this Section 4.14 relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes.
          (g) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.
Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.
          The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Subsidiary Guarantor, to guarantee the payment of any Indebtedness of the Issuer or any other Subsidiary Guarantor unless:
     (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Subsidiary Guarantor:

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     (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and
     (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes;
     (2) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and
     (3) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that:
     (a) such Guarantee has been duly executed and authorized; and
     (b) such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;
provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.
Section 4.16 Limitation on Layering.
          Notwithstanding anything to the contrary, the Issuer shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuer or such Guarantor, as the case may be, unless such Indebtedness is either:
     (a) equal in right of payment with the Notes or such Subsidiary Guarantor’s Guarantee of the Notes, as the case may be; or
     (b) expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, as the case may be.
          For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

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Section 4.17 KC Divestiture Trust.
          (a) Notwithstanding anything to the contrary in this Indenture, neither the Issuer nor any of the Restricted Subsidiaries shall be permitted to make any Investment in KC Divestiture Trust.
          (b) KC Divestiture Trust shall not be bound by the covenants under this Indenture.
          (c) The Equity Interests of KC Divestiture Trust and the assets held in KC Divestiture Trust (and the proceeds from the disposition of such Equity Interests or assets) shall not be subject to the covenants under this Indenture.
ARTICLE 5
SUCCESSORS
Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.
          (a) The Issuer shall not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
     (1) either: (x) the Issuer is the surviving corporation; or (y) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);
     (2) the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
     (3) immediately after such transaction, no Default exists;
     (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,
     (A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 4.09(a) hereof; or
     (B) the Leverage Ratio for the Successor Company, the Issuer and its Restricted Subsidiaries would not be greater than the Leverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;
     (5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

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     (6) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.
          (b) The Successor Company shall succeed to, and be substituted for the Issuer, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,
     (1) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and
     (2) the Issuer may merge with an Affiliate of the Issuer, as the case may be, solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.
          (c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Guarantor shall, and the Issuer shall not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not the Issuer or Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
     (1) (A) such Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);
     (B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
     (C) immediately after such transaction, no Default exists; and
     (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or
     (2) the transaction is made in compliance with Section 4.10 hereof.
          (d) Subject to certain limitations described in this Indenture, the Successor Person shall succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee. Notwithstanding the foregoing, any Guarantor may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.
Section 5.02 Successor Corporation Substituted.
          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01

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hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuer’s assets that meets the requirements of Section 5.01 hereof.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default.
          (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
     (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture);
     (2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture);
     (3) failure by the Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 25% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;
     (4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:
     (a) such default either results from the failure to pay any principal of such Indebtedness at its final Stated Maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its final Stated Maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its Stated Maturity; and
     (b) the principal amount of such Indebtedness, together with the principal amount of any such Indebtedness in default for failure to pay principal at final Stated

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Maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $15.0 million or more at any one time outstanding;
     (5) failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $15.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
     (6) the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
     (i) commences proceedings to be adjudicated bankrupt or insolvent;
     (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;
     (iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;
     (iv) makes a general assignment for the benefit of its creditors; or
     (v) generally is not paying its debts as they become due;
     (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
     (i) is for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, in a proceeding in which the Issuer or any such Restricted Subsidiaries, that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, is to be adjudicated bankrupt or insolvent;
     (ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or
     (iii) orders the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
and the order or decree remains unstayed and in effect for 60 consecutive days;
     (8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that

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is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture; or
     (9) so long as CMP KC Corp. and it subsidiaries are beneficiaries of the KC Divestiture Trust, KC Divestiture Trust shall conduct, transact or otherwise engage at any time in any business or business activity, acquire any assets, incur any Indebtedness, or suffer to exist any Liens on its assets other than (i) ownership of the FCC radio broadcast license for KCHZ-FM and related assets contributed to KC Divestiture Trust on the Issue Date, together with activities directly related thereto (including communications with the FCC), (ii) performance of its obligations under and in connection with the trust agreement, (iii) the payment of taxes and (iv) activities and liabilities incidental to its maintenance and continuance.
          (b) In the event of any Event of Default specified in clause (4) of Section 6.01(a), such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:
     (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or
     (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or
     (3) the default that is the basis for such Event of Default has been cured.
Section 6.02 Acceleration.
          (a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:
     (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or
     (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under the Senior Credit Facilities.
          Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately.
          Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof with respect to the Issuer, all outstanding Notes shall be due and payable immediately without further action or notice. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes.

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          The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.
          (b) Notwithstanding the preceding paragraph, in the event of a declaration of acceleration in respect of the Notes because of an Event of Default specified in Section 6.01(a)(4) shall have occurred and be continuing, such declaration of acceleration shall be automatically annulled if the Indebtedness that is the subject of such Event of Default has been discharged or the Holders thereof have rescinded their declaration of acceleration in respect of such Indebtedness, and written notice of such discharge or rescission, as the case may be, shall have been given to the Trustee by the Issuer and countersigned by the Holders of such Indebtedness or a trustee, fiduciary or agent for such Holders, within 30 days after such declaration of acceleration in respect of the Notes, and no other Event of Default has occurred during such 30 day period which has not been cured or waived during such period.
Section 6.03 Other Remedies.
          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.
          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.
Section 6.04 Waiver of Past Defaults.
          Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
Section 6.05 Control by Majority.
          Holders of a majority in principal amount of the total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

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Section 6.06 Limitation on Suits.
          Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:
     (1) such Holder has previously given the Trustee notice that an Event of Default is continuing;
     (2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;
     (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;
     (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
     (5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.
          A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.
Section 6.07 Rights of Holders of Notes to Receive Payment.
          Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 6.08 Collection Suit by Trustee.
          If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
Section 6.09 Restoration of Rights and Remedies.
          If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

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Section 6.10 Rights and Remedies Cumulative.
          Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
Section 6.11 Delay or Omission Not Waiver.
          No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
Section 6.12 Trustee May File Proofs of Claim.
          The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
Section 6.13 Priorities.
          If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:
     (i) to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

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     (ii) to holders of Senior Indebtedness of the Issuer and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable
     (iii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and
     (iv) to the Issuer or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.
          The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.
Section 6.14 Undertaking for Costs.
          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee.
          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
          (b) Except during the continuance of an Event of Default:
     (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

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          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:
     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and
     (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.
          (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.
          (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.
          (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
Section 7.02 Rights of Trustee.
          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
          (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.
          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.
          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.
          (f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of

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its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.
          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture
          (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
          (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
          (j) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.
          (k) The Trustee shall not be deemed to owe any fiduciary duty to the holders of Pari Passu Indebtedness or Senior Indebtedness of the Issuer and shall not be liable to any such holder for any action it takes or omits to take within the rights or powers conferred upon it by this Indenture.
          (l) The Trustee shall not be responsible for any costs, expenses, damages or other liabilities arising (directly or indirectly) as a result of (i) any filing of a claim or proof of debt by holders of Designated Senior Indebtedness (or their Representative) or (ii) any right of holders of Designated Senior Indebtedness (or their Representative) to file any such claim or proof of debt, in any such case in accordance with the second paragraph of Section 10.14 and 12.14.
Section 7.03 Individual Rights of Trustee.
          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.
Section 7.04 Trustee’s Disclaimer.
          The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any

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statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.
Section 7.05 Notice of Defaults.
          If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.
Section 7.06 Reports by Trustee to Holders of the Notes.
          Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).
          A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange.
Section 7.07 Compensation and Indemnity.
          The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.
          The Issuer and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

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          The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.
          To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.
          When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.
          The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.
Section 7.08 Replacement of Trustee.
          A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:
     (a) the Trustee fails to comply with Section 7.10 hereof;
     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
     (c) a custodian or public officer takes charge of the Trustee or its property; or
     (d) the Trustee becomes incapable of acting.
          If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.
          If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.
          If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
          A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this

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Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.
Section 7.09 Successor Trustee by Merger, etc.
          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.
Section 7.10 Eligibility; Disqualification.
          There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.
          This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).
Section 7.11 Preferential Collection of Claims Against Issuer.
          The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.
          The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.
Section 8.02 Legal Defeasance and Discharge.
          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall

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execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:
     (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;
     (b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
     (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and
     (d) this Section 8.02.
          Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.
Section 8.03 Covenant Defeasance.
          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(8) hereof shall not constitute Events of Default.
Section 8.04 Conditions to Legal or Covenant Defeasance.
          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

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          In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:
     (1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the Notes on the date of Stated Maturity or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;
     (2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,
     (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or
     (b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
     (3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
     (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;
     (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);
     (6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following

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the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;
     (7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and
     (8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.
Section 8.05   Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.
          Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. Money and Government Securities so held in trust are not subject to Article 10 or Article 12 hereof
          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.
          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.
Section 8.06 Repayment to Issuer.
          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.
Section 8.07 Reinstatement.
          If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order

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or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01 Without Consent of Holders of Notes.
          Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:
     (1) to cure any ambiguity, omission, mistake, defect or inconsistency;
     (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;
     (3) to comply with Section 5.01 hereof;
     (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;
     (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;
     (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;
     (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;
     (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;
     (9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable, or to provide for the issuance of Additional Notes as provided in Section 2.01(d) hereof;
     (10) to add a Guarantor under this Indenture;
     (11) to conform the text of this Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Guarantee or the Notes; or

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     (12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.
          Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.
Section 9.02 With Consent of Holders of Notes.
          Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.
          Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.
          It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
          After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,

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supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
          Without the consent of each Holder of Notes, an amendment or waiver under this Section 9.02 may not:
     (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
     (2) reduce the principal of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);
     (3) reduce the rate of or change the time for payment of interest on any Note;
     (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
     (5) make any Note payable in money other than that stated therein;
     (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
     (7) make any change in these amendment and waiver provisions;
     (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
     (9) make any change in the subordination provisions hereof that would adversely affect the Holders; or
     (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary in any manner adverse to the Holders of the Notes.
Section 9.03 Compliance with Trust Indenture Act.
          Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.
Section 9.04 Revocation and Effect of Consents.
          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion

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of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.
          The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.
Section 9.05 Notation on or Exchange of Notes.
          The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.
          Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.
Section 9.06 Trustee to Sign Amendments, etc.
          The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 14.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.
Section 9.07 Payment for Consent.
          Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

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ARTICLE 10
SUBORDINATION
Section 10.01 Agreement To Subordinate.
          The Issuer agrees, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full in cash of all existing and future Senior Indebtedness of the Issuer and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of the Issuer and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer; and only Indebtedness of the Issuer that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12.
Section 10.02 Liquidation, Dissolution, Bankruptcy.
          Upon any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a reorganization of or similar proceeding relating to the Issuer or its property:
     (i) the holders of Senior Indebtedness of the Issuer shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment or distribution of any kind or character with respect to any Obligations on, or relating to, the Notes; and
     (ii) until the Senior Indebtedness of the Issuer is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.
To the extent any payment of Senior Indebtedness of the Issuer (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Senior Indebtedness of the Issuer or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of the Issuer’s obligation to make any distribution or payment pursuant to any Senior Indebtedness of the Issuer, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness of the Issuer in cash, shall have no force or effect for purposes of the subordination provisions contained in Article 10, with any turnover of payments as otherwise calculated pursuant to this Article 10 to be made as if no such diminution had occurred. The Issuer shall promptly give written notice to the Trustee of any such dissolution, winding-up, liquidation, or reorganization of the Issuer; provided that any delay or failure to give such notice shall have no effect on the subordination provisions contained herein.

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Section 10.03 Default on Senior Indebtedness of the Issuer.
          The Issuer shall not pay principal of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise retire or acquire for cash or property any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):
     (i) any Obligation on any Designated Senior Indebtedness of the Issuer is not paid in full in cash when due; or
     (ii) any other default on Designated Senior Indebtedness of the Issuer occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;
unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Issuer shall be entitled to pay the Notes without regard to the foregoing if the Issuer and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.
          During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Issuer pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuer shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuer) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuer from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.
          Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuer shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Payment Defaults with respect to Designated Senior Indebtedness of the Issuer during such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Payment Default that existed or was continuing on the date of the commencement of any Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Blockage Notice unless such default shall have been waived for a period of

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not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during such initial Payment Blockage Period, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).
Section 10.04 Acceleration of Payment of Notes.
          If payment of the Notes is accelerated because of an Event of Default, the Issuer shall promptly notify the holders of the Designated Senior Indebtedness of the Issuer or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the Representative thereunder unless otherwise agreed in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of the Issuer is outstanding, the Issuer may not pay the Notes until five Business Days after the Representatives of all the holders of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.
Section 10.05 When Distribution Must Be Paid Over.
          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the Issuer and pay it over to their Representative, if any.
Section 10.06 Subrogation.
          After all Senior Indebtedness of the Issuer is paid in full in cash and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuer and Holders, a payment by the Issuer on such Senior Indebtedness.
Section 10.07 Relative Rights.
          This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuer. Nothing in this Indenture shall:
     (i) impair, as between the Issuer and Holders, the obligation of the Issuer, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms;
     (ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuer to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or
     (iii) affect the relative rights of Holders and creditors of the Issuer other than their rights in relation to holders of Senior Indebtedness.

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Section 10.08 Subordination May Not Be Impaired by Issuer.
          No right of any holder of Senior Indebtedness of the Issuer to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuer or by its failure to comply with this Indenture.
Section 10.09 Rights of Trustee and Paying Agent.
          Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10; provided that notwithstanding the foregoing, the subordination of the Obligations under the Notes to Senior Indebtedness of the Issuer shall not be affected and the Holders receiving any payments in contravention of Section 10.02 and/or 10.03 (and such respective payments) shall otherwise be subject to the provisions of this Article 10. The Issuer, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuer shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of the Issuer has a Representative, only the Representative shall be entitled to give the notice.
          The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuer with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuer which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.
Section 10.10 Distribution or Notice to Representative.
          Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuer, the distribution may be made and the notice given to their Representative (if any).
Section 10.11   Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.
          The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.
Section 10.12 Trust Moneys Not Subordinated.
          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuer or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuer or any holder of Senior Indebtedness of the Issuer or any other creditor of the Issuer, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof and the respective deposit in the trust was otherwise made in accordance with Article 8 or Article 13 hereof, as the case may be.

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Section 10.13 Trustee Entitled To Rely.
          Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuer for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.
Section 10.14 Trustee To Effectuate Subordination.
          A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuer as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.
          If the Trustee does not file a Proper Proof of Claim in such proceeding prior to 15 days before the expiration of the time to file a Proof of Claim in such proceeding, then the holders of Designated Senior Indebtedness of the Issuer (or their Representative) are hereby authorized to have the right to file and are (or is) hereby authorized to file, in the name of the Trustee, a Proof of Claim for and on behalf of the Holders; provided that (i) if the holders of the Designated Senior Indebtedness of the Issuer (or their Representative) file any Proof of Claim as contemplated above and the Trustee shall subsequently file a Proper Proof of Claim in such proceeding before the expiration of the time to file a Proof of Claim in such proceeding, such subsequent Proper Proof of Claim filed by the Trustee shall supersede any such Proof of Claim theretofore filed by the holders of the Designated Senior Indebtedness of the Issuer (or their Representative), and such Proof of Claim theretofore filed by the holders of the Designated Senior Indebtedness of the Issuer (or their Representative) shall thereupon deemed to be withdrawn, and (ii) the foregoing provisions of this paragraph shall not be construed to authorize the holders of the Designated Senior Indebtedness (or their Representative) to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes, or to authorize the holders of the Designated Senior Indebtedness (or their Representative) to vote in respect of the claim of any Holder in any such proceeding. This paragraph is intended solely to permit the holders of Designated Senior Indebtedness of the Issuer to preserve their “turnover right” pursuant to the applicable subordination provisions in this Article X in circumstances where a Proper Proof of Claim has not been filed by the Trustee before the expiration of the time to file a Proof of Claim in a bankruptcy proceeding, and nothing herein is intended to impair the rights of the Trustee under Section 6.13 and 7.07.

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Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuer.
          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuer or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 10 or otherwise.
Section 10.16   Reliance by Holders of Senior Indebtedness of the Issuer on Subordination Provisions.
          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuer, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.
          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuer may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuer, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of the Issuer, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuer, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuer is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuer; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuer; and (iv) exercise or refrain from exercising any rights against the Issuer and any other Person.
ARTICLE 11
GUARANTEES
Section 11.01 Guarantee.
          Subject to this Article 11, from and after the consummation of the Transaction, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, subject to Article 12, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated

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to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
          The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.
          Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.
          If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.
          Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
          In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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          The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any.
          Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
          The obligations of each Guarantor to the Holders and to the Trustee pursuant to the Guarantee of such Guarantor and this Indenture are expressly subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of such Guarantor, to the extent and in the manner provided in Article 12.
Section 11.02 Limitation on Guarantor Liability.
          Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor (including, without limitation, all Senior Indebtedness of such Guarantor) that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.
Section 11.03 Execution and Delivery.
          To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its President, one of its Vice Presidents or one of its Assistant Vice Presidents.
          Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
          If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.
          The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.
          If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 11, to the extent applicable.

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Section 11.04 Subrogation.
          Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.
Section 11.05 Benefits Acknowledged.
          Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.
Section 11.06 Release of Guarantees.
          A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:
     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;
     (B) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;
     (C) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof; or
     (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; and
     (2) delivery by such Guarantor to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
ARTICLE 12
SUBORDINATION OF GUARANTEES
Section 12.01 Agreement To Subordinate.
          Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full in cash of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank

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pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.
Section 12.02 Liquidation, Dissolution, Bankruptcy.
          Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor or its property:
     (i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and
     (ii) until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.
To the extent any payment of Senior Indebtedness of any Guarantor (whether by or on behalf of the Issuer, as proceeds of security or enforcement of any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then, if such payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating trustee, agent or similar Person, the Senior Indebtedness of any Guarantor or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred. It is further agreed that any diminution (whether pursuant to court decree or otherwise, including without limitation for any of the reasons described in the preceding sentence) of any Guarantor’s obligation to make any distribution or payment pursuant to any Senior Indebtedness of such Guarantor, except to the extent such diminution occurs by reason of the repayment (which has not been disgorged or returned) of such Senior Indebtedness of such Guarantor in cash, shall have no force or effect for purposes of the subordination provisions contained in Article 12, with any turnover of payments as otherwise calculated pursuant to this Article 12 to be made as if no such diminution had occurred. The Issuer shall promptly give written notice to the Trustee of any such dissolution, winding-up, liquidation, or reorganization of any Guarantor, provided that any delay or failure to give such notice shall have no effect on the subordination provisions contained herein.
Section 12.03 Default on Senior Indebtedness of a Guarantor.
          A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):
     (i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

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     (ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;
unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.
          During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuer) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuer from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.
          Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day period irrespective of the number of Non-Payment Defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no Non-Payment Default that existed or was continuing on the date of the commencement of any Guarantee Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during such initial Guarantee Payment Blockage Period, that, in either case, would give rise to a Non-Guarantor Payment Default pursuant to any provisions under which a Non-Guarantor Payment Default previously existed or was continuing shall constitute a new Non-Guarantor Payment Default for this purpose).

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Section 12.04 Demand for Payment.
          If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuer or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the Representative thereunder unless otherwise agreed in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the holders of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.
Section 12.05 When Distribution Must Be Paid Over.
          If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebtedness of the relevant Guarantor and pay it over to them as their interests may appear.
Section 12.06 Subrogation.
          After all Senior Indebtedness of a Guarantor is paid in full in cash and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness.
Section 12.07 Relative Rights.
          This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:
     (i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;
     (ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or
     (iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness.
Section 12.08 Subordination May Not Be Impaired by a Guarantor.
          No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

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Section 12.09 Rights of Trustee and Paying Agent.
          Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 12; provided however that notwithstanding the foregoing, the subordination of the Guarantees to Senior Indebtedness of the Guarantors shall not be affected and the Holders receiving any payments in contravention of Section 12.02 and/or 12.03 (and such respective payments) shall otherwise be subject to the provisions of this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.
          The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.
Section 12.10 Distribution or Notice to Representative.
          Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).
Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.
          The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof.
Section 12.12 Trust Moneys Not Subordinated.
          Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordination provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be
Section 12.13 Trustee Entitled To Rely.
          Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liquidating

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trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.
Section 12.14 Trustee To Effectuate Subordination.
          A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.
          If the Trustee does not file a Proper Proof of Claim in such proceeding prior to 15 days before the expiration of the time to file a Proof of Claim in such proceeding, then the holders of Designated Senior Indebtedness of any Guarantor (or their Representative) are hereby authorized to have the right to file and are (or is) hereby authorized to file, in the name of the Trustee, a Proof of Claim for and on behalf of the Holders; provided that (i) if the holders of the Designated Senior Indebtedness of any Guarantor (or their Representative) file any Proof of Claim as contemplated above and the Trustee shall subsequently file a Proper Proof of Claim in such proceeding before the expiration of the time to file a Proof of Claim in such proceeding, such subsequent Proper Proof of Claim filed by the Trustee shall supersede any such Proof of Claim theretofore filed by the holders of the Designated Senior Indebtedness of such Guarantor (or their Representative), and such Proof of Claim theretofore filed by the holders of the Designated Senior Indebtedness of such Guarantor (or their Representative) shall thereupon deemed to be withdrawn, and (ii) the foregoing provisions of this paragraph shall not be construed to authorize the holders of the Designated Senior Indebtedness (or their Representative) to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes, or to authorize the holders of the Designated Senior Indebtedness (or their Representative) to vote in respect of the claim of any Holder in any such proceeding. This paragraph is intended solely to permit the holders of Designated Senior Indebtedness of any Guarantor to preserve their “turnover right” pursuant to the applicable subordination provisions in this Article XII in circumstances where a Proper Proof of Claim has not been filed by the Trustee before the expiration of the time to file a Proof of Claim in a bankruptcy proceeding, and nothing herein is intended to impair the rights of the Trustee under Section 6.13 and 7.07.
Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.
          The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Senior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or otherwise.

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Section 12.16   Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.
          Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.
          Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.
ARTICLE 13
SATISFACTION AND DISCHARGE
Section 13.01 Satisfaction and Discharge.
          This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:
     (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or
     (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;
     (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit

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or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and the granting of Liens in connection therewith);
     (C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and
     (D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.
          In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.
          Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.
Section 13.02 Application of Trust Money.
          Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.
          If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuer has made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.
ARTICLE 14
MISCELLANEOUS
Section 14.01 Trust Indenture Act Controls.
          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

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Section 14.02 Notices.
          Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:
If to the Issuer and/or any Guarantor:
c/o CMP Susquehanna Corp.
14 Piedmont Center
3535 Piedmont Road, Suite 1400
Atlanta, GA 30305
Fax No.: (404) 943-0740
Attention: Chief Financial Officer
If to the Trustee:
Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479
Fax No.: (612) 667-9825
Attention: CMP Susquehanna Account Manager
          The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.
          All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.
          Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.
          If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.
          If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

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Section 14.03 Communication by Holders of Notes with Other Holders of Notes.
          Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).
Section 14.04 Certificate and Opinion as to Conditions Precedent.
          Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee:
     (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signer, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
     (b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Section 14.05 Statements Required in Certificate or Opinion.
          Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:
     (a) a statement that the Person making such certificate or opinion has read such covenant or condition;
     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
     (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and
     (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.
Section 14.06 Rules by Trustee and Agents.
          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.
Section 14.07   No Personal Liability of Directors, Officers, Employees and Stockholders.
          No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors

--115--

 

under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
Section 14.08 Governing Law.
          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 14.09 Waiver of Jury Trial.
          EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 14.10 Force Majeure.
          In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.
Section 14.11 No Adverse Interpretation of Other Agreements.
          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.
Section 14.12 Successors.
          All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof.
Section 14.13 Severability.
          In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 14.14 Counterpart Originals.
          The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

--116--

 

Section 14.15 Table of Contents, Headings, etc.
          The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.
Section 14.16 Qualification of Indenture.
          The Issuer and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.
[Signatures on following page]

--117--

 

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
         
  CMP SUSQUEHANNA CORP.
 		  
  By:   /s/ Lewis W. Dickey, Jr.    
    Name:   Lewis W. Dickey, Jr.   
    Title:   Chairman, President and Chief Executive Officer   
 
  CMP SUSQUEHANNA RADIO HOLDINGS CORP.
 		  
  By:   /s/ Lewis W. Dickey, Jr.    
    Name:   Lewis W. Dickey, Jr.   
    Title:   Chairman, President and Chief Executive Officer   
 
Signature Page to Senior Subordinated Indenture

 

 

           
  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 Senior Subordinated Indenture

 

 

         
  WELLS FARGO BANK, NATIONAL ASSOCIATION,
    as Trustee
 		  
  By:   /s/ Frank Mc Donald  
    Name:   Frank Mc Donald  
    Title:   Vice President  
 

 

 

SCHEDULE A
SUBSIDIARY GUARANTORS
Bay Area Radio Corp.
CMP KC Corp.
CMP KC-Houston, 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.

 

 

EXHIBIT A
[Face of Note]
          [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]
          [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]
          [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1

 

CUSIP [          ]
ISIN [           ]1
[[RULE 144A][REGULATION S] GLOBAL NOTE
representing initially up to
$                    ]
97/8% Senior Subordinated Notes due 2014
     
No. ___   [$                    ]
CMP SUSQUEHANNA CORP.
promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                          United States Dollars] on [                     ], 2014.
Interest Payment Dates: May 15 and November 15
Record Dates: May 1 and November 1
 
     
1
  Rule 144A Note CUSIP: [                    ]
 
  Rule 144A Note ISIN: [                      ]
 
  Regulation S Note CUSIP: [                      ]
 
  Regulation S Note ISIN: [                     ]
 
  Exchange Note CUSIP: [                     ]
 
  Exchange Note ISIN: [                      ]

A-2

 

          IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.
          Dated:
         
  CMP SUSQUEHANNA CORP.
 		  
  By:      
    Name:      
    Title:      
 

A-3

 

          This is one of the Notes referred to in the within-mentioned Indenture:
         
  WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
 
  By:      
    Authorized Signatory   
       
 

A-4

 

[Back of Note]
97/8% Senior Subordinated Notes due 2014
          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
          1. INTEREST. CMP SUSQUEHANNA CORP., a Delaware corporation, promises to pay interest on the principal amount of this Note at 97/8% per annum from May 5, 20062 until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuer will pay interest and Additional Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be November 15, 20062. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
          2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
          3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.
          4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of May 5, 2006 (the “Indenture”), among CMP Susquehanna Corp.., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 97/8% Senior Subordinated Notes due 2014. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and
 
2   With respect to the Initial Notes.

A-5

 

those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
          5. OPTIONAL REDEMPTION.
          (a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuer’s option before May 15, 2010.
          (b) At any time prior to May 15, 2010, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail, with a copy to the Trustee, to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, plus accrued and unpaid interest thereon and Additional Interest, if any, to the date of redemption (the “Redemption Date”), subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
          (c) Until May 15, 2009, the Issuer may redeem up to 35% of the aggregate principal amount of Notes issued by it at a redemption price equal to 109.875% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, with the net cash proceeds received by it from one or more Equity Offerings; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.
          (d) On and after May 15, 2010, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on May 15 of each of the years indicated below:
         
Year   Percentage
2010
     104.938 %
2011
     102.469 %
2012 and thereafter
     100.000 %
          (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

A-6

 

          6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.
          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.
          8. OFFERS TO REPURCHASE.
          (a) Upon the occurrence of a Change of Control, the Issuer shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.
          (b) If the Issuer or any of its Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $10.0 million, the Issuer shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and, at the direction of the Issuer, such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.
          9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

A-7

 

          10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuer and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuer agrees, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.
          11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.
          12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.
          13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) of the Indenture with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.
          14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.
          15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of May 5, 2006, among CMP Susquehanna Corp.,

A-8

 

the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).
          16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.
          17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.
          The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:
14 Piedmont Center
3535 Piedmont Road, Suite 1400
Atlanta, GA 30305
Fax No.: (404) 943-0740
Attention: Chief Financial Officer

A-9

 

ASSIGNMENT FORM
          To assign this Note, fill in the form below:
     
(I) or (we) assign and transfer this Note to:
    
 
   
 
  (Insert assignee’ legal name)
 
(Insert assignee’s soc. sec. or tax I.D. no.)
 
 
 
 
(Print or type assignee’s name, address and zip code)
     
and irrevocably appoint
    
 
   
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.
Date: _____________________
         
 
  Your Signature:    
 
       
 
      (Sign exactly as your name appears on the face of this Note)
 
Signature Guarantee*:                                                             
 
* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

 

OPTION OF HOLDER TO ELECT PURCHASE
          If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:
[  ] Section 4.10     [  ] Section 4.14
          If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:
$                    
Date:                                         
         
 
  Your Signature:    
 
       
 
      (Sign exactly as your name appears on the face of this Note)
         
 
  Tax Identification No.:    
 
       
 
Signature Guarantee*:                                                             
 
* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

 

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*
          The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:
                 
            Principal Amount    
            of    
    Amount of   Amount of increase   this Global Note   Signature of
    decrease   in Principal   following such   authorized officer
Date of   in Principal   Amount of this   decrease or   of Trustee or
Exchange   Amount   Global Note   increase   Note Custodian
                 
 
*   This schedule should be included only if the Note is issued in global form.

A-12

 

EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER
CMP Susquehanna Corp.
14 Piedmont Center
3535 Piedmont Road, Suite 1400
Atlanta, GA 30305
Fax No.: (404) 943-0740
Attention: General Counsel
Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479
Fax No.: (612) 667-9825
Attention: CMP Susquehanna Account Manager
Re: 97/8% Senior Subordinated Notes due 2014
          Reference is hereby made to the Indenture, dated as of May 5, 2006 (the “Indenture”), among CMP Susquehanna Corp., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
                               (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
          1. [  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.
          2. [  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf

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reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.
          3. [  ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):
     (a) [  ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;
or
     (b) [  ] such Transfer is being effected to the Issuer or a subsidiary thereof;
or
     (c) [  ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.
          4. [  ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.
          (a) [  ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
          (b) [  ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the

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Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
          (c) [  ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.
         
  [Insert Name of Transferor]
 		  
  By:      
    Name:      
    Title:      
 
Dated:                                         

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ANNEX A TO CERTIFICATE OF TRANSFER
1.   The Transferor owns and proposes to transfer the following:
[CHECK ONE OF (a) OR (b)]
(a)   [  ] a beneficial interest in the:
  (i)   [  ] 144A Global Note (CUSIP 126001AA4), or
 
  (ii)   [  ] Regulation S Global Note (CUSIP U12612AA2), or
(b)   [  ] a Restricted Definitive Note.
2.   After the Transfer the Transferee will hold:
[CHECK ONE]
(a)   [  ] a beneficial interest in the:
  (i)   [  ] 144A Global Note (CUSIP 126001AA4), or
 
  (ii)   [  ] Regulation S Global Note (CUSIP U12612AA2), or
 
  (iii)   [  ] Unrestricted Global Note (CUSIP 126001AB2), or
(b)   [  ] a Restricted Definitive Note; or
(c)   [  ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE
CMP Susquehanna Corp.
14 Piedmont Center
3535 Piedmont Road, Suite 1400
Atlanta, GA 30305
Fax No.: (404) 943-0740
Attention: General Counsel
Wells Fargo Bank, National Association
Corporate Trust Services
Sixth and Marquette
Mac N9303-120
Minneapolis, MN 55479
Fax No.: (612) 667-9825
Attention: CMP Susquehanna Account Manager
          Re: 97/8% Senior Subordinated Notes due 2014
          Reference is hereby made to the Indenture, dated as of May 5, 2006 (the “Indenture”), among CMP Susquehanna Corp., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
                               (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                    in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:
          1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE
     a) [  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
     b) [  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted

C-1

 

Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
     c) [  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
     d) [  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
          2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES
     a) [  ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.
     b) [  ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [  ] 144A Global Note [  ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions

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applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.
          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated                                         .
         
  [Insert Name of Transferor]
 		  
  By:      
    Name:      
    Title:      
 
Dated:                                         

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EXHIBIT D
[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]
          Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                                          (the “Guaranteeing Subsidiary”), a subsidiary of CMP Susquehanna Corp., a Delaware corporation (the “Issuer”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
          WHEREAS, each of CMP Susquehanna Corp. and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 5, 2006, providing for the issuance of an unlimited aggregate principal amount of 97/8% Senior Subordinated Notes due 2014 (the “Notes”);
          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
          (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
          (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:
     (a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:
       (i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
       (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed

D-1

 

or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.
     (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
     (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.
     (d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.
     (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.
     (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.
     (g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.
     (h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.
     (i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

D-2

 

     (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
     (k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
     (l) This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.
     (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.
          (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
          (4) Merger, Consolidation or Sale of All or Substantially All Assets.
          (a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
     (i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);
     (B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
     (C) immediately after such transaction, no Default exists; and

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     (D) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or
     (ii) the transaction is made in compliance with Section 4.10 of the Indenture;
          (b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer.
          (5) Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:
     (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;
     (B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;
     (C) the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.07(c) of the Indenture; or
     (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with the terms of the Indenture; and
     (2) delivery by the Guaranteeing Subsidiary to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.
          (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
          (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
          (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

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          (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
          (10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.
          (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.
          (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.
          (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
         
  [GUARANTEEING SUBSIDIARY]
 		  
  By:      
    Name:      
    Title:      
 
  WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
 		  
  By:      
    Name:      
    Title:      
 

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EX-4.2 79 g05435exv4w2.htm EX-4.2 REGISTRATION RIGHTS AGREEMENT 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  

-i-

 

 

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.

 

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          (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

 

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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

 

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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

 

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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.

 

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          (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

 

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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

 

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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

 

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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-

 

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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-

 

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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

 

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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

 

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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

 

EX-5.1 80 g05435exv5w1.htm EX-5.1 OPINION OF JONES DAY EX-5.1 OPINION OF JONES DAY
 

EXHIBIT 5.1
June 6, 2007
CMP Susquehanna Corp.
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
  Re:      Registration Statement on Form S-4 filed by CMP
Susquehanna Corp. and the Guarantors (as defined below)
relating to the Exchange Offer (as defined below) for any and
all outstanding 9-7/8% Senior Subordinated Notes due 2014
Ladies and Gentlemen:
     We have acted as counsel for CMP Susquehanna Corp., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-4 (Reg. No. 333-                    ) (the “Registration Statement”), which relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000 aggregate principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company (the “Exchange Notes”) for an equal principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company outstanding on the date hereof (the “Outstanding Notes”), and the guarantees of the Exchange Notes by CMP Susquehanna Radio Holdings Corp., a Delaware corporation and the parent of the Company (the “Parent”), the subsidiaries of the Company listed on Exhibit A hereto (collectively with the Parent, the “Covered Guarantors”), and the subsidiaries of the Company listed on Exhibit B hereto (collectively, the “Other Guarantors” and, with the Covered Guarantors, the “Guarantors”). The Outstanding Notes have been, and the Exchange Notes will be, issued under the Indenture dated as of May 5, 2006 (the “Indenture”) by and among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”). Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Indenture.
     In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
     1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will be validly issued by the Company and will constitute valid and binding obligations of the Company.

 

 

CMP Susquehanna Corp.
June 6, 2007
Page 2
     2. The guarantees of the Exchange Notes (the “Exchange Guarantees”) of the Covered Guarantors, when they are delivered in accordance with the terms of the Exchange Offer in exchange for the guarantees of the Outstanding Notes (the “Outstanding Guarantees”) of the Covered Guarantors, will be validly issued by the Covered Guarantors and will constitute valid and binding obligations of the Covered Guarantors.
     3. The Exchange Guarantees of the Other Guarantors, when they are delivered in accordance with the terms of the Exchange Offer in exchange for the Outstanding Guarantees of the Other Guarantors, will constitute valid and binding obligations of the Other Guarantors.
     The opinions set forth above are subject to the following limitations, qualifications and assumptions:
     For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.
     The opinions expressed herein are limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles, whether such principles are considered in a proceeding at law or at equity.
     For purposes of our opinions insofar they relate to the Guarantors, we have assumed that the obligations of each of the Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor and will benefit the respective Guarantor, directly or indirectly.
     In rendering the opinion expressed in paragraph 3 above, we have relied solely upon the opinions of counsel for the Other Guarantors, copies of which have been filed as Exhibit 5.2 and Exhibit 5.3 to the Registration Statement, with respect to matters governed by the laws of the State of Indiana and the laws of the State of Nevada.
     The opinions expressed herein are limited to the federal securities laws of the United States of America, the laws of the State of New York, the laws of the State of Ohio, the laws of the State of California, the laws of the State of Pennsylvania, the laws of the State of Texas, and the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware, including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, in each case as currently in effect, and we

 

 

CMP Susquehanna Corp.
June 6, 2007
Page 3
express no opinion with respect to any other law of the State of Delaware or as to the effect of the laws of any other jurisdiction.
     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day

 

 

EXHIBIT A
COVERED GUARANTORS
         
Name of Guarantor   State of Incorporation or Organization  
CMP KC Corp.
   Delaware
CMP Houston-KC, LLC
   Delaware
CMP Merger Co.
   Delaware
Susquehanna Media Co.
   Delaware
Susquehanna Radio Corp.
   Pennsylvania
Susquehanna Radio Services, Inc.
   Pennsylvania
Radio San Francisco, Inc.
   California
Susquehanna License Co., LLC
   Pennsylvania
Radio Cincinnati, Inc.
   Ohio
Bay Area Radio Corp.
   Delaware
Texas Star Radio, Inc.
   Texas
KPLX Limited Partnership
   Texas
KPLX Radio, Inc.
   Texas
KNBR, Inc.
   Delaware
KLIF Radio, Inc.
   Texas
KRBE Limited Partnership
   Texas
KRBE Radio, Inc.
   Texas
KLIF Broadcasting Limited Partnership
   Texas

 

 

EXHIBIT B
OTHER GUARANTORS
         
Name of Guarantor   State of Incorporation or Organization  
Sunnyside Communications, Inc.
   Indiana
WSBA Lico, Inc.
   Nevada
WVAE Lico, Inc.
   Nevada
WNNX Lico, Inc.
   Nevada
Radio Metroplex, Inc.
   Nevada
KRBE Broadcasting, Inc.
   Nevada
Radio Indianapolis, Inc.
   Indiana
Indianapolis Radio License Co.
   Indiana
KLIF Broadcasting, Inc.
   Nevada
S.C.I. Broadcasting, Inc.
   Indiana
KFFG Lico, Inc.
   Nevada
KPLX Lico, Inc.
   Nevada
WRRM Lico, Inc.
   Nevada
WFMS Lico, Inc.
   Nevada
Indy Lico, Inc.
   Nevada
KRBE Lico, Inc.
   Nevada
KNBR Lico, Inc.
   Nevada
KLIF Lico, Inc.
   Nevada

 

EX-5.2 81 g05435exv5w2.htm EX-5.2 OPINION OF KRIEG DEVAULT EX-5.2 OPINION OF KRIEG DEVAULT
 

EXHIBIT 5.2
June 6, 2007
CMP Susquehanna Corp.
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
          Re:   Registration Statement on Form S-4, Exchange Offer for all outstanding 9-7/8% Senior_Subordinated Notes due 2014
Ladies and Gentlemen:
     We have acted as special Indiana counsel for Indianapolis Radio License Co., S.C.I. Broadcasting, Inc., Sunnyside Communications, Inc. and Radio Indianapolis, Inc., each an Indiana corporation (collectively, the “Indiana Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of CMP Susquehanna Corp., a Delaware corporation (the “Company”), which relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000 aggregate principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company (the “Exchange Notes”) for an equal principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company outstanding on the date hereof (the “Outstanding Notes”), and the guarantees of the Exchange Notes by CMP Susquehanna Radio Holdings Corp., a Delaware corporation and the parent of the Company (the “Parent”), the Indiana Guarantors, and certain other subsidiaries of the Company (the “Other Guarantors”, and collectively with the Parent and the Indiana Guarantors, the “Guarantors”). The Outstanding Notes have been, and the Exchange Notes will be, issued under the Indenture dated as of May 5, 2006 (the “Indenture”) by and among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”).
     Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Indenture.
     In connection with the opinions expressed herein, we have examined such documents, records, certificates and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
     (i) each Indiana Guarantor has been duly incorporated and as of the date hereof is validly existing as a corporation under the laws of the State of Indiana;
     (ii) as of the date of the Indenture, each Indiana Guarantor had all requisite corporate power and authority to enter into, and as of the date hereof each Indiana Guarantor has the corporate power and authority to perform its obligations under, the Indenture;

 

 

June 6, 2007
Page 2
     (iii) the execution, delivery and performance of the Indenture and the Guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Indiana Guarantors have been authorized by all necessary corporate action by each such Indiana Guarantor; and
     (iv) the Exchange Guarantees of the Indiana Guarantors, when delivered in accordance with the terms of the Exchange Offer in exchange for the guarantees of the Outstanding Notes (the “Outstanding Guarantees”) of the Indiana Guarantors, will constitute valid and binding obligations of the Indiana Guarantors.
     The opinions set forth above are subject to the following limitations, qualifications and assumptions:
     The opinions expressed herein are limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles, whether such principles are considered in a proceeding at law or at equity.
     For purposes of our opinions, we have assumed that the obligations of each of the Indiana Guarantors under the Exchange Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Indiana Guarantors and will benefit the respective Indiana Guarantors, directly or indirectly.
     The opinions expressed herein are limited to the laws of the State of Indiana and the reported judicial decisions interpreting such laws, as currently in effect, and we express no opinion with respect to the laws of any other jurisdiction. In this regard we note that the Indenture under which the Exchange Guarantees are established is governed by the laws of the State of New York. We do not express any opinion as to the Exchange Guarantee of any Indiana Guarantor under the laws of the State of New York.
     We hereby consent to reliance on this opinion by Jones Day for purposes of delivering its opinion with respect to the Registration Statement. By giving this opinion and such consent we do not hereby admit that we are an “expert” with respect to any part of the Registration Statements, as the term “expert” is used in the Securities Exchange Act of 1933, as amended, or the Rules and Regulations promulgated thereunder.
Very truly yours,
Krieg DeVault LLP

 

EX-5.3 82 g05435exv5w3.htm EX-5.3 OPINION OF KOLESAR & LEATHAM, CHTD. EX-5.3 OPINION OF KOLESAR & LEATHAM, CHTD.
 

Exhibit 5.3
June 6, 2007
CMP Susquehanna Corp.
14 Piedmont Center, Suite 1400
Atlanta, Georgia 30305
         
 
  Re:   Registration Statement on Form S-4 filed by CMP Susquehanna Corp. and the Guarantors (as defined below) relating to the Exchange Offer (as defined below) for all outstanding 9-7/8% Senior Subordinated Notes due 2014
Ladies and Gentlemen:
     We have acted as special Nevada counsel for Indy Lico, Inc., a Nevada corporation, KFFG Lico, Inc., a Nevada corporation, KLIF Broadcasting, Inc., a Nevada corporation, KLIF Lico, Inc., a Nevada corporation, KNBR Lico, Inc., a Nevada corporation, KPLX Lico, Inc., a Nevada corporation, KRBE Broadcasting, Inc., a Nevada corporation, KRBE Lico, Inc., a Nevada corporation, Radio Metroplex, Inc., a Nevada corporation, WFMS Lico, Inc., a Nevada corporation, WNNX Lico, Inc., a Nevada corporation, WRRM Lico, Inc., a Nevada corporation, WSBA Lico, Inc., a Nevada corporation, and WVAE Lico, Inc., a Nevada corporation (collectively, the “Nevada Subsidiaries,” each a “Nevada Subsidiary”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”), which relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $250,000,000 aggregate principal amount of 9-7/8% Senior Subordinated Notes due 2014 (the “Exchange Notes”) of CMP Susquehanna Corp., a Delaware corporation (the “Company”) for an equal principal amount of 9-7/8% Senior Subordinated Notes due 2014 of the Company outstanding on the date hereof (the “Outstanding Notes”), and the guarantees of the Exchange Notes by CMP Susquehanna Radio Holdings Corp., a Delaware corporation and the parent of the Company (the “Parent”), the Nevada Subsidiaries, and the other subsidiaries of the Company listed on Exhibit A hereto (the “Other Guarantors”, and, collectively with the Nevada Subsidiaries the “Guarantors”).
     The Outstanding Notes have been, and the Exchange Notes will be, issued under the Indenture dated as of May 5, 2006 (the “Indenture”) by and among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”). Except as otherwise defined herein, terms used in this letter but not otherwise defined herein are used as defined in the Indenture.

 

 

CMP Susquehanna Corp.
Page 2
June 6, 2007 		  (LETTERHEAD)
     With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent, if any, otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of the assumptions or items upon which we have relied.
     In connection with the opinions expressed herein, we have: (1) investigated such questions of law, and (2) examined such documents and records of the Nevada Subsidiaries, the Officer’s Certificate, as defined below, and other documents, as we have deemed necessary of appropriate for the purposes of this opinion. We have examined, among other documents, the following:
     1.     A copy of the Indenture;
     2.     The guarantee of each Nevada Subsidiary, which terms are set forth in the Indenture (the “Guarantees”);
     3.     The Officer’s Certificate of each Nevada Subsidiary delivered to us in connection with this opinion letter, a copy of which is attached hereto as Exhibit B as to each such Nevada Subsidiary (the “Officer’s Certificate”); and
     4.     Copies of certificates attached hereto as Exhibit C, issued by the Secretary of State of the State of Nevada, as to the existence and good standing of the Nevada Subsidiaries as of the date specified in the relevant certificate (collectively, the “Good Standing Certificates”).
                The documents referred to in the immediately preceding paragraphs numbered 1 and 2 above are referred to herein collectively as the “Documents.”
     In all such examinations, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in the Documents and the Officer’s Certificate. We have not independently verified the accuracy and completeness of the information contained in the Officer’s Certificate. In connection with the opinion in paragraph 1 below, we have relied solely upon the Good Standing Certificates as to the factual matters and legal conclusions set forth therein.
     We have assumed that the parties to the Documents (other than the Nevada Subsidiaries) have the power to enter into such Documents and to consummate the transactions contemplated thereby and that such Documents have been duly authorized, executed and delivered by the

 

 

CMP Susquehanna Corp.
Page 3
June 6, 2007 		  (LETTERHEAD)
parties. We have assumed that the Documents are binding upon (other than the Nevada Subsidiaries with respect to the Guarantees) and enforceable against the Nevada Subsidiaries and all other parties to the Documents and that there has not been any mistake of fact or misunderstanding, fraud, duress or undue influence.
     We have further assumed that the Documents accurately reflect the intent and business purpose of the parties thereunder and that there are no agreements, understandings or negotiations between the parties not set forth in the Documents that would modify the terms or rights and obligations of the parties thereunder.
     We have assumed that the obligations of each of the Guarantors under the Guarantees are, and would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the respective Guarantor and will benefit the respective Guarantor, directly or indirectly.
     Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:
     (1)     Each Nevada Subsidiary has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Nevada.
     (2)     As of the date of the Indenture, each Nevada Subsidiary had all requisite corporate power and authority to enter into, and as of the date hereof each Nevada Subsidiary has the corporate power and authority to perform its obligations under, the indenture.
     (3)     The execution, delivery and performance of the Indenture and the Guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Nevada Subsidiaries have been authorized by all necessary corporate action by each such Nevada Subsidiary.
     (4)     The Exchange Guarantees of the Nevada Subsidiaries, when they are delivered in accordance with the terms of the Exchange Offer in exchange for the guarantees of the Outstanding Notes (the “Outstanding Guarantees”) of the Nevada Subsidiaries, will be validly issued by the Nevada Subsidiaries and will constitute valid and binding obligations of the Nevada Subsidiaries.
     The opinions set forth above are subject to the following qualifications:
               (a)     The foregoing opinions are premised upon there not being any facts or circumstances relevant to the opinions set forth herein not disclosed in the representations made in or pursuant to the Documents and certificates of appropriate representatives of the Nevada Subsidiaries upon which we have relied, as noted above.

 

 

CMP Susquehanna Corp.
Page 4
June 6, 2007 		  (LETTERHEAD)
               (b)     We do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Documents.
               (c)     We are qualified to practice law only in the State of Nevada, and our opinions expressed herein are limited to the law of the State of Nevada. We specifically express no opinion on the law of any other state within the United States or the law of any foreign country. We, further, specifically express no opinion concerning the effect or applicability of the tax laws of the State of Nevada or the United States of America, the Securities Act of 1933, the Securities Exchange Act of 1934, other Federal securities laws and the securities laws of any state, including but not limited to the State of Nevada. We specifically express no opinion concerning the effect or applicability of any licenses or permits required by any governmental authority. This opinion is limited to the matters expressly set forth herein, no opinion is implied or may be inferred beyond the matters expressly set forth herein.
               (d)     We express no opinion as to the enforceability or effect on the subject transactions of any laws or regulations pertaining to broadcast licensing generally, including the laws and regulations enforced or promulgated by the United States Federal Communications Commission.
               (e)     Our use of the terms “known to us,” “to our knowledge,” or similar phrase to qualify a statement in this opinion means that those attorneys in this Firm who have given substantive attention to the representation described in the introductory paragraph of this opinion do not have current actual knowledge that the statement is inaccurate. Such terms do not include any knowledge of other attorneys with our Firm (regardless of whether they have represented or are representing any of the Nevada Subsidiaries in connection with any other matter) or any constructive or imputed notice of any matters or items of information. We have not undertaken any independent investigation to determine the accuracy of the statement, and any limited inquiry undertaken by us during the preparation of this opinion should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Nevada Subsidiaries in connection with this opinion or in other matters.

 

 

CMP Susquehanna Corp.
Page 5
June 6, 2007 		  (LETTERHEAD)
     The opinion is furnished to you by us as special Nevada counsel for the Nevada Subsidiaries and is rendered in connection with the transaction contemplated by the Documents. You are entitled to rely on this opinion but only in connection with the Documents. Other than Jones Day, who is rendering an opinion to you in connection with the transaction contemplated by the Documents, this opinion may not be relied upon by any other person(s) without the prior written consent of a shareholder of this firm.
         
  Very truly yours,


Kolesar & Leatham, Chtd.
 		  
     
     
     

 

 

CMP Susquehanna Corp.
Page 6
June 6, 2007 		  (LETTERHEAD)
         
EXHIBIT A
OTHER GUARANTORS
     
    State of Incorporation or
Name of Guarantor   Organization
CMP KC Corp.
  Delaware
CMP Houston-KC, LLC
  Delaware
Susquehanna Pfaltzgraff Co.
  Delaware
Susquehanna Media Co.
  Delaware
Susquehanna Radio Corp.
  Pennsylvania
Susquehanna Radio Services, Inc.
  Pennsylvania
Radio San Francisco, Inc.
  California
Susquehanna License Co., LLC
  Pennsylvania
Radio Cincinnati, Inc.
  Ohio
Bay Area Radio Corp.
  Delaware
Texas Star Radio, Inc.
  Texas
KPLX Limited Partnership
  Texas
KPLX Radio, Inc.
  Texas
KNBR, Inc.
  Delaware
KLIF Radio, Inc.
  Texas
KRBE Limited Partnership
  Texas
KRBE Radio, Inc.
  Texas
KLIF Broadcasting Limited Partnership
  Texas
Sunnyside Communications, Inc.
  Indiana
Radio Indianapolis, Inc.
  Indiana
Indianapolis Radio License Co.
  Indiana
S.C.I. Broadcasting, Inc.
  Indiana

 

EX-10.1 83 g05435exv10w1.htm EX-10.1 CREDIT AGREEMENT EX-10.1 CREDIT AGREEMENT
 

EXHIBIT 10.1
EXECUTION COPY
 
CREDIT AGREEMENT
Dated as of May 5, 2006
among
CMP SUSQUEHANNA CORP.,
as Borrower,
CMP SUSQUEHANNA RADIO HOLDINGS CORP.,
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent, Swing Line Lender and an L/C Issuer,
THE OTHER LENDERS PARTY HERETO,
UBS SECURITIES LLC,
as Syndication Agent,
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Co-Documentation Agents
 
DEUTSCHE BANK SECURITIES INC. and
UBS SECURITIES LLC,
as Co-Lead Arrangers,
and
DEUTSCHE BANK SECURITIES INC.,
UBS SECURITIES LLC,
MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Bookrunners

 

 

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

(i)

 

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

(ii)

 

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

(iii)

 

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

(iv)

 

TABLE OF CONTENTS
continued
EXHIBITS
     
Form of    
A
  Committed Loan Notice
B
  Swing Line Loan Notice
C-1
  Term Note
C-2
  Revolving Credit Note
C-3
  Swing Line Note
D
  Compliance Certificate
E
  Assignment and Assumption
F
  Guaranty
G
  Security Agreement
H
  [Reserved]
I
  Opinion Matters — Counsel to Loan Parties
J
  Intellectual Property Security Agreement
K
  Intercompany Note

(v)

 

CREDIT AGREEMENT
          This CREDIT AGREEMENT (“Agreement”) is entered into as of May 5, 2006, among CMP SUSQUEHANNA CORP., a Delaware corporation (the “Borrower”), CMP SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation (“Holdings”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), UBS SECURITIES LLC, as Syndication Agent, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Documentation Agents.
PRELIMINARY STATEMENTS
          Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), CMP Merger Co., a direct wholly-owned Subsidiary of the Borrower organized under the laws of Delaware (“Merger Sub”) shall be merged with Target, with Target as the surviving corporation (the “Merger”).
          The Borrower has requested that simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of (i) Term Loans in an initial aggregate amount of $700,000,000 and (ii) a Revolving Credit Facility in an initial aggregate amount of $100,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.
          The proceeds of the Term Loans, and no more than $5,000,000 of proceeds of the Revolving Credit Loans, made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and pay the Merger Consideration and the Transaction Expenses. Additional proceeds of Revolving Credit Loans of not more than $20,000,000 made on the Closing Date will be used to fund working capital adjustments, if any, required under the Merger Agreement.
          The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries.
          The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.
          In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 

 

ARTICLE I
Definitions and Accounting Terms
          Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
          “Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to such Acquired Entity or Business or Converted Restricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary.
          “Acquired Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.
          “Act” has the meaning set forth in Section 10.21.
          “Additional Lender” has the meaning set forth in Section 2.15(a).
          “Administrative Agent” means DBTCA, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. Unless the context otherwise requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall include the Collateral Agent.
          “Administrative Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
          “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
          “Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
          “Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

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          “Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).
          “Aggregate Commitments” means the Commitments of all the Lenders.
          “Aggregate Credit Exposures” means, at any time, the sum of (a) the unused portion of each Revolving Credit Commitment then in effect, (b) the unused portion of each Term Commitment then in effect and (c) the Total Outstandings at such time.
          “Agreement” means this Credit Agreement.
          “Applicable Rate” means a percentage per annum equal to:
          (a) with respect to Term Loans, (A) for Eurocurrency Rate Loans, 2.00%, (B) for Base Rate Loans, 1.00%,
          (b) with respect to unused Revolving Credit Commitments and the commitment fee therefor, 0.50%,
          (c) with respect to Revolving Credit Loans and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter ending at least six months after the Closing Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.25%, (B) for Base Rate Loans, 1.25% and (C) for Letter of Credit fees, 2.25% and (ii) thereafter, the following percentages per annum applicable to Revolving Credit Loans or Letter of Credit fees, as the case may be, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):
                     
        Eurocurrency Rate    
        for Revolving    
        Credit Loans and   Base Rate for
Pricing       Letter of Credit   Revolving Credit
Level   Total Leverage Ratio   Fees   Loans
1  
Less than 6.5:1.0
    1.75 %     0.75 %
2  
Greater than or equal to 6.5:1.0 but less than 7.5:1.0
     2.00 %     1.00 %
3  
Greater than or equal to 7.5:1.0
     2.25 %     1.25 %
Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided that at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise

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determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).
          “Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.
          “Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents”.
          “Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.
          “Arrangers” means DBSI, UBSS, Merrill Lynch and GSCP, each in its capacity as a Joint Bookrunner and, in the case of DBSI and UBSS, a Co-Lead Arranger under this Agreement.
          “Assignees” has the meaning specified in Section 10.07(b).
          “Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.
          “Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.
          “Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.
          “Audited Financial Statements” means the audited consolidated balance sheets of Target and its Subsidiaries as of each of December 31, 2005, 2004 and 2003, and the related audited consolidated statements of income, stockholders’ equity and cash flows for Target and its Subsidiaries for the fiscal years ended December 31, 2005, 2004 and 2003, respectively.
          “Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).
          “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by DBTCA as its “prime rate.” The “prime rate” is a rate set by DBTCA based upon various factors including DBTCA’s costs and desired return, general

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economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by DBTCA shall take effect at the opening of business on the day specified in the public announcement of such change.
          “Base Rate Loan” means a Loan that bears interest based on the Base Rate.
          “Borrower” has the meaning provided in the introductory paragraph of this Agreement.
          “Borrower Guaranty” means the Borrower Guaranty made by the Borrower in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.
          “Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.
          “Broadcast License Subsidiary” means a Restricted Subsidiary of the Borrower that (x) owns no material assets other than FCC Licenses and related rights and (y) has no liabilities other than (i) liabilities arising under the Subsidiary Guaranty and the Security Agreement and (ii) trade payables incurred in the ordinary course of business and tax liabilities incidental to ownership of such rights; provided that so long as the only FCC Licenses owned by Susquehanna Radio Corp. are the two FCC Licenses owned by it on the Closing Date, Susquehanna Radio Corp. shall not be required to comply with the requirements of preceding clauses (x) and (y).
          “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and if such day relates to any interest rate settings as to a Eurocurrency Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurocurrency Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.
          “Capital Expenditures” means, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries and (b) the value of all assets under Capitalized Leases incurred by the Borrower and the Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing

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equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that constitute any part of Consolidated Lease Expense, (v) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, (vii) expenditures that constitute Permitted Acquisitions, (viii) to the extent permitted by this Agreement, an Investment of the Net Cash Proceeds of any Equity Issuance by Holdings, the Borrower or any Restricted Subsidiary, (ix) interest capitalized during such period, or (x) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase and (B) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business.
          “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.
          “Cash Collateral” has the meaning specified in Section 2.03(g).
          “Cash Collateral Account” means a blocked account at DBTCA (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.
          “Cash Collateralize” has the meaning specified in Section 2.03(g).
          “Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:
          (a) Dollars or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;
          (b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States,

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having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;
          (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;
          (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;
          (e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;
          (f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);
          (g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s; or
          (h) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such

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investments are of the character, quality and maturity described in clauses (a) through (g) of this definition.
          “Cash Management Banks” means any Lender or any Affiliate of a Lender providing Cash Management Services to Holdings, the Borrower or any Restricted Subsidiary.
          “Cash Management Obligations” means obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of any Cash Management Services.
          “Cash Management Services” means treasury, depository and/or cash management services or any automated clearing house transfer services.
          “Casualty Event” means any event that gives rise to the receipt by Holdings, the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.
          “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.
          “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
          “Change of Control” means the earliest to occur of (a) the Permitted Holders ceasing to have the power, directly or indirectly, to vote or direct the voting of securities having a majority of the ordinary voting power for the election of directors of Holdings; provided that the occurrence of the foregoing event shall not be deemed a Change of Control if,
          (i) any time prior to the consummation of a Qualifying IPO, and for any reason whatsoever, (A) the Permitted Holders otherwise have the right, directly or indirectly, to designate (and do so designate) a majority of the board of directors of Holdings or (B) the Permitted Holders own, directly or indirectly, of record and beneficially an amount of common stock of Holdings equal to an amount more than fifty percent (50%) of the amount of common stock of Holdings owned, directly or indirectly, by the Permitted Holders of record and beneficially as of the Closing Date and such ownership by the Permitted Holders represents the largest single block of voting securities of Holdings held by any Person or related group for purposes of Section 13(d) of the Exchange Act, or
          (ii) at any time after the consummation of a Qualifying IPO, and for any reason whatsoever, (A) no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), excluding the Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the shares outstanding of Holdings and (y) the percentage of the then outstanding voting stock of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (B)

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during each period of twelve (12) consecutive months, the board of directors of Holdings shall consist of a majority of the Continuing Directors; or
          (b) any “Change of Control” (or any comparable term) in any document pertaining to (i) the Senior Subordinated Notes or Indebtedness which constitutes a Permitted Refinancing thereof, (ii) any Holdings Permitted Debt, (iii) any other Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount or (iv) Disqualified Equity Interests with an aggregate liquidation preference in excess of the Threshold Amount; or
          (c) at any time prior to a Qualifying IPO of the Borrower, the Borrower ceasing to be a directly or indirectly wholly owned Subsidiary of Holdings.
          “Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments or Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans or Term Loans.
          “Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.
          “Code” means the U.S. Internal Revenue Code of 1986, as amended, and rules and regulations related thereto.
          “Co-Documentation Agent” means Merrill Lynch and GSCP, as Co-Documentation Agents under this Agreement.
          “Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.
          “Collateral Agent” means the Administrative Agent, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.
          “Collateral and Guarantee Requirement” means, at any time, the requirement that:
          (a) the Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.01(a)(iii) or pursuant to Section 6.11 at such time, duly executed by each Loan Party thereto;
          (b) all Obligations shall have been unconditionally guaranteed by Holdings, the Borrower (in the case of Obligations under clauses (y) and (z) of the first sentence of the definition thereof) and each Restricted Subsidiary that is a Domestic Subsidiary and not an Excluded Subsidiary;
          (c) all guarantees issued or to be issued in respect of the Senior Subordinated Notes (i) shall be subordinated to the Guarantees to the same extent

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that the Senior Subordinated Notes are subordinated to the Obligations and (ii) shall provide for their automatic release upon a release of the corresponding Guarantee;
          (d) the Obligations and the Guarantees shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests (other than Equity Interests of Unrestricted Subsidiaries and any Equity Interest of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g)) of each wholly owned Subsidiary directly owned by any Guarantor; provided that pledges of Equity Interests of each Foreign Subsidiary shall be limited to 65% of the issued and outstanding Equity Interests of such Foreign Subsidiary at any time;
          (e) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guarantees shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of Holdings, the Borrower and each other Guarantor (including accounts, inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned and leased real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in real property shall be limited to the Mortgaged Properties;
          (f) none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and
          (g) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each owned property described on Schedule 1.01F hereto or required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first priority Lien on the property described therein, free of any other Liens except as expressly permitted by Section 7.01 together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request, (iii) such existing surveys, existing abstracts, existing appraisals and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property and (iv) flood certificates covering each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map.
          The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Collateral Agent

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may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.
          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Collateral Agent and the Borrower.
          “Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent and the Lenders pursuant to Section 6.11 or Section 6.13, the Guaranty and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent or the Administrative Agent for the benefit of the Secured Parties.
          “Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.
          “Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.
          “Communications Act” means the Communications Act of 1934, as amended.
          “Compensation Period” has the meaning specified in Section 2.12(c)(ii).
          “Compliance Certificate” means a certificate substantially in the form of Exhibit D.
          “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus:
          (a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
          (i) total interest expense and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection

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with financing activities,
          (ii) provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period,
          (iii) depreciation and amortization,
          (iv) Non-Cash Charges,
          (v) extraordinary losses and unusual or non-recurring cash charges, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,
          (vi) cash restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof and to closure/consolidation of facilities),
          (vii) any deductions attributable to minority interests,
          (viii) the amount of management, monitoring, consulting and advisory fees and related expenses paid to the Sponsors or Cumulus,
          (ix) any costs or expenses (excluding Non-Cash Charges) incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests),
          (x) the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions in connection with the Transaction, which amounts shall be deemed to be (1) in the case of the fiscal quarter ended September 30, 2006, $4,600,000, and (2) for each fiscal quarter thereafter ended prior to the second anniversary of the Closing Date, an amount (if positive) equal to the amount permitted to be added back pursuant this clause (x) for the immediately preceding fiscal quarter less $600,000, and
          (xi) the amount of loss incurred by the Borrower or any Restricted Subsidiary during such period in connection with the acquisition of any “stick” station or the commencement of operations under an owned, but not operated, FCC License, so long as (I) such loss was incurred within 24 months of the acquisition of such station and (II) the aggregate amount of losses added back to Consolidated EBITDA in reliance on this clause (xi) does not exceed $5,000,000 in any period of four consecutive fiscal quarters, less

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          (b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:
          (i) extraordinary gains and unusual or non-recurring gains,
          (ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),
          (iii) gains on asset sales (other than asset sales in the ordinary course of business),
          (iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and
          (v) all one-time gains from investments recorded using the equity method,
in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,
          (A) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk),
          (B) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133,
          (C) there shall be included in determining Consolidated EBITDA for any period, without duplication, (i) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary (each, a “Converted Restricted Subsidiary”), in each case based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) and (ii) for the purposes of the definition of the term “Permitted Acquisition” and Sections 7.02(n), 7.03(h), 7.04, 7.06(i), or 7.11, an adjustment in respect of each Acquired Entity or Business or Converted Restricted Subsidiary equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business or Converted

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Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent (it being understood that this clause (C) is not intended to address Acquired EBITDA of the Target acquired pursuant to the Merger, which is addressed in the last sentence of this definition), and
          (D) for purposes of determining the Total Leverage Ratio or Interest Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of, closed or classified as discontinued operations by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).
          For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBTIDA under this Agreement for any period that includes any of the fiscal quarters ended December 31, 2005, March 31, 2006 and June 30, 2006, Consolidated EBITDA for such fiscal quarters shall $27,400,000, $20,200,000 and $27,100,000, respectively.
          “Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts, (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with the Transaction or any Permitted Acquisition) and (iii) from and after the date that a Holdings Restricted Payments Election is made, the amount of all Restricted Payments from the Borrower to Holdings used to fund cash interest payments by Holdings, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all

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as calculated on a consolidated basis in accordance with GAAP, (d) fees and expenses associated with the consummation of the Transaction, (e) annual agency fees paid to the Administrative Agent and/or Collateral Agent, and (f) costs associated with obtaining Swap Contracts; provided that (a) except as provided in clause (b) below, there shall be excluded from Consolidated Interest Expense for any period the cash interest expense (or income) of all Unrestricted Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense, (b) for purposes of the definition of the term “Permitted Acquisition” and Section 7.02(n), 7.03(h), 7.04, 7.06(i), 7.11 or 7.13(a)(iv), there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period and of any Converted Restricted Subsidiary converted during such period, in each case based on the cash interest expense (or income) relating to any Indebtedness incurred or assumed as part of an acquisition of an Acquired Entity or Business or as part of the conversion of a Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) assuming any Indebtedness incurred or repaid in connection with any such acquisition or conversion had been incurred or repaid on the first day of such period and (c) for purposes of the definition of the term “Permitted Acquisition” and Section 7.02(n), 7.03(h), 7.04, 7.06(i), 7.11 or 7.13(a)(iv), there shall be excluded from determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Sold Entity or Business disposed of during such period, based on the cash interest expense (or income) relating to any Indebtedness relieved or repaid in connection with any such disposition of such Sold Entity or Business for such period (including the portion thereof occurring prior to such disposal) assuming such debt relieved or repaid in connection with such disposition has been relieved or repaid on the first day of such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.
          “Consolidated Lease Expense” means, for any period, all rental expenses of the Borrower and the Restricted Subsidiaries during such period under operating leases for real or personal property (including in connection with sale-leaseback transactions permitted by Section 7.05(f)), excluding real estate taxes, insurance costs and common area maintenance charges and net of sublease income, other than (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses associated with assets acquired pursuant to a Permitted Acquisition to the extent such rental expenses relate to operating leases in effect at the time of (and immediately prior to) such acquisition and related to periods prior to such acquisition and (c) all obligations under Capitalized Leases, all as determined on a consolidated basis in accordance with GAAP.
          “Consolidated Net Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax or expense incurred or accrued by Holdings (or any parent company thereof) during such period as though such charge, tax or expense had been incurred by the Borrower, to the extent that the Borrower has made or is permitted under the Loan Documents to make any payment to or for the account of Holdings (or

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any parent company thereof) in respect thereof), excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) in the case of any period that includes a period ending prior to or during the fiscal year ending December 31, 2006, Transaction Expenses, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed), (e) any income (loss) for such period attributable to the early extinguishment of Indebtedness and (f) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to Holdings, the Borrower and the Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Closing Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.
          “Consolidated Total Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transaction or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents (in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)) included in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date.
          “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.
          “Continuing Directors” means the directors of Holdings on the Closing Date, as elected or appointed after giving effect to the Merger and the other transactions contemplated hereby, and each other director, if, in each case, such other directors’ nomination for election to the board of directors of Holdings (or the Borrower after a Qualifying IPO of the Borrower) is

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recommended by a majority of the then Continuing Directors or such other director receives the vote of the Permitted Holders in his or her election by the stockholders of Holdings (or the Borrower after a Qualifying IPO of the Borrower).
          “Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow”.
          “Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
          “Control” has the meaning specified in the definition of “Affiliate”.
          “Converted Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA”.
          “Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
          “Cumulative Excess Cash Flow” means, at any time, the sum of (i) Excess Cash Flow (which may not be less than zero) for the period commencing on the Closing Date and ending on December 31, 2006 and (ii) Excess Cash Flow (which may not be less than zero in any period) for each succeeding and completed fiscal year at such time.
          “Cumulus” means Cumulus Media, Inc., a Delaware corporation.
          “Cumulus Contributed Assets” means, collectively, radio stations owned by Cumulus immediately prior to the consummation of the KC Acquisition and located in (i) the Houston, Texas radio market and identified by the call letters KFNC(FM) and KIOL(FM) and (ii) the Kansas City, Missouri-Kansas radio market and identified by the call letters KCHZ(FM), together with all licenses and other assets and operations of such stations.
          “Cumulus Equity Contribution” means, collectively, (i) the contribution by Cumulus of the Cumulus Contributed Assets to Cumulus LLC in exchange for common equity of Cumulus LLC, (ii) the contribution by Cumulus LLC of the Cumulus Contributed Assets to Cumulus IPO Corp. in exchange for common equity of Cumulus IPO Corp., (iii) the contribution by Cumulus IPO Corp. of the Cumulus Contributed Assets (other than the KC Divestiture Trust Station) to StickCo in exchange for common equity of StickCo, and (iv) the contribution by Cumulus IPO Corp. of the KC Divestiture Trust Station to Holdings and, in turn, by Holdings, the Borrower and KC Corp., respectively, to the KC Divestiture Trust, in each case in exchange for common equity of its respective Subsidiary or the beneficial interest in the KC Divestiture Trust, as the case may be.
          “Cumulus IPO Corp.” means CMP Susquehanna Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of Cumulus LLC.
          “Cumulus LLC” means Cumulus Media Partners, LLC, a Delaware limited liability company.

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          “Cumulus Management Agreement” means the Management Agreement between the Borrower and certain of the management companies associated with Cumulus.
          “Cumulus Termination Fees” means the one-time payment under the Cumulus Management Agreement of a termination fee to Cumulus and its Affiliates in the event of a Change of Control or the completion of a Qualifying IPO.
          “DBSI” means Deutsche Bank Securities Inc. and any successor thereto by merger, consolidation or otherwise.
          “DBTCA” means Deutsche Bank Trust Company Americas and any successor thereto by merger, consolidation or otherwise.
          “Debt Issuance” means the issuance or incurrence by any Person and its Subsidiaries of any Indebtedness for borrowed money.
          “Debt Prepayment” means the prepayment by the Borrower on the Closing Date of any Indebtedness outstanding under the Existing Credit Agreement.
          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
          “Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.
          “Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.
          “Designated Non-Cash Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(k) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which

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amount will be reduced by the Fair Market Value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).
          “Dickey Family” means Lewis W. Dickey, Jr. and John W. Dickey.
          “Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.
          “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.
          “Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.
          “Dollar” and “$” mean lawful money of the United States.
          “Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.
          “Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).
          “Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
          “Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
          “Equity Contributions” means, collectively, (a) the contribution by the Sponsors of an aggregate amount of cash of not less than $250,000,000 to Holdings or one or more direct or indirect holding company parents of Holdings, and (b) the further contribution to the Borrower of any portion of such cash contribution proceeds not directly received by the Borrower or used by Holdings or one or more direct or indirect holding company parents of Holdings to pay Transaction Expenses.
          “Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).
          “Equity Investors” means the Sponsors, Cumulus and the Management Stockholders.
          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.
          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability

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under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (g) the failure of any Pension Plan to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA.
          “Eurocurrency Rate” means (a) the offered quotation to first-class banks in the New York interbank Eurodollar market by the Administrative Agent for Dollar deposits of amounts in immediately available funds comparable to the outstanding principal amount of the Eurocurrency Rate Loan of the Administrative Agent (in its capacity as a Lender) (or, if the Administrative Agent is not a Lender with respect thereto, taking the average principal amount of the Eurocurrency Rate Loan then being made by the various Lenders pursuant thereto)) with maturities comparable to the Interest Period applicable to such Eurocurrency Rate Loan commencing two Business Days thereafter as of 10:00 A.M. (New York City time) on the applicable date of determination, divided (and rounded upward to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).
          “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on the Eurocurrency Rate.
          “Event of Default” has the meaning specified in Section 8.01.
          “Excess Cash Flow” means, for any period, an amount equal to the excess of:
          (a) the sum, without duplication, of:
          (i) Consolidated Net Income for such period,
          (ii) an amount equal to the amount of all non-cash charges incurred during such period, to the extent deducted in arriving at such Consolidated Net Income,
          (iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries completed during such period), and
          (iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over
          (b) the sum, without duplication, of:

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          (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income,
          (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.16, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Borrower or the Restricted Subsidiaries,
          (iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all other prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Borrower or the Restricted Subsidiaries,
          (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income,
          (v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period),
          (vi) cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries other than Indebtedness,
          (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,
          (viii) the amount of Restricted Payments paid during such period pursuant to Section 7.06(i) to the extent such Restricted Payments were financed with internally generated cash flow of the Borrower and the Restricted Subsidiaries,
          (ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including expenditures

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for the payment of financing fees) to the extent that such expenditures are not expensed during such period,
          (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness,
          (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and
          (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.
          “Exchange Act” means the Securities Exchange Act of 1934.
          “Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.
          “Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) each Subsidiary listed on Schedule 1.01G hereto, (c) any Subsidiary that is prohibited by applicable Law from guaranteeing the Obligations, (d) any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary, (e) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(g) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (e) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to

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guarantee such secured Indebtedness, as applicable, and (f) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.
          “Existing Credit Agreement” means the Credit Agreement, dated as of February 20, 2004, by and among Susquehanna Media Co., as Borrower, the Lenders party thereto, and Wachovia Bank, National Association, as Agent.
          “Existing Letters of Credit” means the letters of credit outstanding on the Closing Date and set forth on Schedule 1.01E.
          “Facility” means the Term Loans, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.
          “Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith; provided that if the fair market value is equal to or exceeds $15,000,000, such determination shall be made by the Board of Directors of the Borrower.
          “FCC” means the Federal Communications Commission (or any successor).
          “FCC Licenses” means any licenses, permits and authorizations issued by the FCC for the operation of Stations.
          “Federal Funds Rate” means, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.
          “Foreign Lender” has the meaning specified in Section 10.15(a)(i).
          “Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which (a) is not a Domestic Subsidiary or (b) is set forth on Schedule 1.01H.
          “FRB” means the Board of Governors of the Federal Reserve System of the United States or any successor thereto.
          “Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

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          “Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.
          “GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
          “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, the FCC).
          “Granting Lender” has the meaning specified in Section 10.07(h).
          “GSCP” means Goldman Sachs Credit Partners L.P.
          “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations

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in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
          “Guarantee Supplement” has the meaning provided in the Guaranty.
          “Guarantors” means Holdings, the Borrower and each Subsidiary Guarantor.
          “Guaranty” means, collectively, the Holdings Guaranty, the Borrower Guaranty and the Subsidiary Guaranty.
          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
          “Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto, and such Person’s successors and assigns.
          “Holdings” shall have the meaning set forth in the first paragraph of this Agreement.
          “Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F.
          “Holdings Restricted Payments Election” has the meaning specified in Section 7.06(c).
          “Honor Date” has the meaning specified in Section 2.03(c)(i).
          “Incremental Amendment” has the meaning set forth in Section 2.15(a).
          “Incremental Facility Closing Date” has the meaning set forth in Section 2.15(a).
          “Incremental Term Loans” has the meaning set forth in Section 2.15(a).
          “Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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          (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
          (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;
          (c) net obligations of such Person under any Swap Contract;
          (d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);
          (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
          (f) all Attributable Indebtedness;
          (g) all obligations of such Person in respect of Disqualified Equity Interests; and
          (h) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby.
          “Indemnified Liabilities” has the meaning set forth in Section 10.05.
          “Indemnitees” has the meaning set forth in Section 10.05.
          “Information” has the meaning specified in Section 10.08.
          “Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, substantially in the form attached as Exhibit J.

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          “Intercompany Note” means the Intercompany Note, substantially in the form attached as Exhibit K.
          “Interest Coverage Ratio” means, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.
          “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.
          “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:
          (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
          (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
          (c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
          “Intermediate Holding Company” shall have the meaning provided in the definition of “Qualifying IPO”.
          “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person (including by way of merger or consolidation), (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. Subject to Section 6.14

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(in the case of deemed Investments in Unrestricted Subsidiaries), for purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (in the case of any non-cash asset invested, taking the Fair Market Value thereof at the time the investment is made), without adjustment for subsequent increases or decreases in the value of such Investment. For the avoidance of doubt, any merger or consolidation by the Borrower with and into another Person which becomes the Successor Company as a result of such merger or consolidation shall be construed to be an Investment by the Borrower.
          “IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.
          “IP Rights” has the meaning set forth in Section 5.15.
          “IRS” means the United States Internal Revenue Service.
          “Junior Financing” has the meaning specified in Section 7.13.
          “Junior Financing Documentation” means any documentation governing any Junior Financing.
          “Kansas City Stations” means the radio broadcast stations KCMO(AM) and KCMO FM, Kansas City, Missouri, KCJK(FM), Garden City, Missouri and KCFX(FM), Harrisonville, Missouri.
          “KC Acquisition” means the acquisition by KC Corp. of the Kansas City Stations and related licenses and other assets identified in the KC Acquisition Agreement.
          “KC Acquisition Agreement” means, collectively, the Asset Purchase Agreement, dated October 31, 2005, among KC Corp. as buyer and 1051FM, LLC, Susquehanna Kansas City Partnership and Susquehanna Radio Corp. as sellers, and the other agreements entered into in connection therewith.
          “KC Corp.” means CMP KC Corp., a Delaware corporation and a wholly-owned Subsidiary of the Borrower.
          “KC Divestiture Trust” means the KCHZ Trust, a trust.
          “KC Divestiture Trust Station” means the radio station owned by Cumulus immediately prior to the consummation of the KC Acquisition which is licensed in Kansas City, Missouri and identified by the call letters KCHZ-FM, together with all licenses and other assets and operations of such station.
          “KC Transaction” means, collectively, the (i) the consummation of the KC Acquisition, and (ii) the incurrence by StickCo of senior secured financing pursuant to the StickCo Credit Documents.

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          “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
          “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.
          “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
          “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.
          “L/C Issuer” means DBTCA and any other Lender or Affiliate of a Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit (including Existing Letters of Credit) hereunder, or any successor issuer of Letters of Credit hereunder.
          “L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.
          “Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”.
          “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
          “Letter of Credit” means any Existing Letter of Credit or any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.
          “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.
          “Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

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          “Letter of Credit Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.
          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).
          “Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.
          “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Intercompany Note and (vi) each Letter of Credit Application.
          “Loan Parties” means, collectively, the Borrower and each Guarantor.
          “Management Stockholders” means the members of management of the Borrower or its Subsidiaries who are investors in Holdings or any direct or indirect parent thereof.
          “Master Agreement” has the meaning specified in the definition of “Swap Contract”.
          “Material Adverse Change” means any change, event, circumstance or occurrence that, individually or in the aggregate, is (or would reasonably be expected to be) materially adverse to the condition (financial or otherwise) assets, liabilities, results of operations or prospects of the Business (as defined in the Merger Agreement), taken as a whole, or any material impairment or delay of Target’s ability to effect the Transaction (as defined in the Merger Agreement) or to perform its obligations under the Merger Agreement other than any (i) change, event, circumstance, occurrence, impairment or delay occurring or arising after the date hereof (A) relating to any general, national, international or regional economic or financial conditions generally affecting the commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business (as defined in the Merger Agreement), (B) resulting from or otherwise attributable to the public announcement of the Transaction, the identity of Borrower or the public announcement of any other transaction by the Borrower, (C) resulting from any action taken by the Borrower with respect to the exercise of its rights under Section 5.5(a) of the Merger Agreement, (D) relating to the radio industry generally due to competition from outside the terrestrial commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business (as defined in the Merger Agreement), or (E) due to, resulting from or otherwise attributable to any violation of the terms of the Merger Agreement by the Borrower; (ii) any change, event, circumstance, occurrence, impairment or delay described and referred to in Schedule 6.2(f) of the Merger Agreement; or (iii) any change in any federal, state, local, municipal, foreign, international,

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multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty or accounting standards or interpretations thereof that is of general application.
          “Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Borrower or the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which the Borrower or any of the Loan Parties is a party or (c) a material adverse effect on the rights and remedies of the Lenders under any Loan Document.
          “Maturity Date” means (a) with respect to the Revolving Credit Facility and Swing Line Loans, May 5, 2012 and (b) with respect to the Term Loans, May 5, 2013.
          “Maximum Rate” has the meaning specified in Section 10.10.
          “Merger” has the meaning set forth in the preliminary statements to this Agreement.
          “Merger Agreement” means the Agreement and Plan of Merger dated as of October 31, 2005, between Target, Borrower, Merger Sub and the Stockholder Representative.
          “Merger Consideration” means the total funds required to consummate the Merger.
          “Merger Sub” has the meaning set forth in the preliminary statements to this Agreement.
          “Merrill Lynch” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.
          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
          “Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties substantially in form and substance reasonably satisfactory to the Collateral Agent (taking account of relevant local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.
          “Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).
          “Mortgaged Properties” has the meaning specified in paragraph (g) of the definition of “Collateral and Guarantee Requirement”.
          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
          “Net Cash Proceeds” means:

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

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Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.
          “Non-Cash Charges” has the meaning set forth in the definition of the term “Consolidated EBITDA”.
          “Non-Consenting Lenders” has the meaning specified in Section 3.07(d).
          “Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).
          “Not Otherwise Applied” means, with reference to any amount of Net Cash Proceeds of any transaction or event or of Excess Cash Flow, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Borrower shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.
          “Note” means a Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.
          “Notice of Intent to Cure” has the meaning specified in Section 6.02(b).
          “NPL” means the National Priorities List under CERCLA.
          “Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, (y) obligations of any Loan Party and its Subsidiaries arising under any Secured Hedge Agreement and (z) Cash Management Obligations, in each of clauses (x), (y) and (z) including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or its Subsidiaries under any Loan Document and (b) the obligation of any Loan Party or any of its Subsidiaries to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.
          “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the

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partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
          “Other Taxes” has the meaning specified in Section 3.01(b).
          “Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.
          “Participant” has the meaning specified in Section 10.07(e).
          “PBGC” means the Pension Benefit Guaranty Corporation.
          “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.
          “Permits” means any and all franchises, licenses, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, and other rights, privileges and approvals required for the operation of the Borrower’s business under its organizational documents or under any loan treaty, rule or regulation or determination of an arbitrator or a court other Governmental Authority, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject.
          “Permitted Acquisition” has the meaning specified in Section 7.02(i).
          “Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings (and, after a Qualifying IPO, of the Borrower or any Intermediate Holding Company) to the extent permitted hereunder.
          “Permitted Holders” means each of (i) the Sponsors, (ii) Cumulus, (iii) the Dickey Family and (iv) the Management Stockholders; provided that if the Management

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Stockholders own beneficially or of record more than ten percent (10%) of the outstanding voting stock of Holdings in the aggregate, they shall be treated as Permitted Holders of only ten percent (10%) of the outstanding voting stock of Holdings at such time.
          “Permitted Holdings Debt” has the meaning specified in Section 7.03(r).
          “Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), at the time thereof, no Event of Default shall have occurred and be continuing, and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(v) or 7.13(a), (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.
          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, any ERISA Affiliate.
          “Pledged Debt” has the meaning specified in the Security Agreement.
          “Pledged Equity” has the meaning specified in the Security Agreement.
          “Post-Acquisition Period” means, with respect to any Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary, the period beginning on the date such Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition or conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary is consummated.
          “Principal L/C Issuer” means DBTCA and any L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $500,000.00.
          “Pro Forma Adjustment” means, for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or a Converted Restricted Subsidiary or the Consolidated EBITDA of the Borrower, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrower in good faith as a result of (a) actions taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business or such Converted Restricted Subsidiary with the operations of the Borrower and the Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided, further, that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.
          “Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(ii).
          “Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement

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items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition, conversion of an Unrestricted Subsidiary to a Converted Restricted Subsidiary or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement or repayment of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above, the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment, provided, further, that no pro forma adjustments shall apply to the consummation of the Transaction except as expressly contemplated in the definitions of “Consolidated EBITDA” and “Consolidated Interest Expense”.
          “Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a)(ii).
          “Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders under the applicable Facility or Facilities at such time; provided that if such Commitment has been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.
          “Projections” shall have the meaning set forth in Section 6.01(c).
          “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.
          “Qualifying IPO” means the issuance by Holdings, any direct or indirect parent of Holdings, any Subsidiary (an “Intermediate Holding Company”) of Holdings that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Borrower or the Borrower of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).
          “Refinanced Term Loans” has the meaning specified in Section 10.01.

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          “Register” has the meaning set forth in Section 10.07(d).
          “Regulation D” shall mean Regulation D of the FRB as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.
          “Rejection Notice” has the meaning set forth in Section 2.05(b)(vii).
          “Replacement Term Loans” has the meaning specified in Section 10.01.
          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.
          “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
          “Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
          “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
          “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to Holdings or the Borrower’s stockholders, partners or members (or the equivalent Persons thereof).
          “Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
          “Revolving Commitment Increase” has the meaning set forth in Section 2.15(a).

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          “Revolving Commitment Increase Lender” has the meaning set forth in Section 2.15(a).
          “Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).
          “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement, including, if applicable, pursuant to Section 2.15. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $100,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.
          “Revolving Credit Exposure” means, at any time, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans at such time and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.
          “Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.
          “Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.
          “Revolving Credit Loan” has the meaning specified in Section 2.01(b).
          “Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.
          “Rollover Amount” has the meaning set forth in Section 7.16(b).
          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.
          “Same Day Funds” means, with respect to disbursements and payments, immediately available funds in Dollars.
          “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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          “Secured Hedge Agreement” means any Swap Contract permitted under Article 7 that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.
          “Secured Obligations” has the meaning specified in the Security Agreement.
          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).
          “Securities Act” means the Securities Act of 1933.
          “Security Agreement” means, collectively, the Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G, together with each other security agreement supplement executed and delivered pursuant to Section 6.11.
          “Security Agreement Supplement” has the meaning specified in the Security Agreement.
          “Senior Subordinated Notes” means $250,000,000 in aggregate principal amount of the Borrower’s 97/8% senior subordinated notes due 2014.
          “Senior Subordinated Notes Documentation” means the Senior Subordinated Notes, and all documents executed and delivered in connection with the Senior Subordinated Notes, including the Senior Subordinated Notes Indenture.
          “Senior Subordinated Notes Indenture” means the Indenture for the Senior Subordinated Notes, dated as of May 5, 2006.
          “Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.
          “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
          “SPC” has the meaning specified in Section 10.07(h).

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          “Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.
          “Sponsor Management Agreement” means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.
          “Sponsor Termination Fees” means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors and their Affiliates in the event of either a Change of Control or the completion of a Qualifying IPO.
          “Sponsors” means Bain Capital Partners LLC, The Blackstone Group and Thomas H. Lee Partners, L.P., and their Affiliates, but not including, however, any portfolio companies of any of the foregoing.
          “Stations” means all media broadcasting facilities owned by the Borrower or any of its Restricted Subsidiaries for which licenses, permits and authorizations have been issued by the FCC.
          “StickCo” means CMP KC, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Cumulus IPO Corp.
          “StickCo Credit Documents” shall mean, collectively, that certain Credit Agreement, dated as of May 3, 2006, among StickCo, various lenders party thereto, Deutsche Bank Trust Company Americas, as administrative agent, UBS Securities LLC, as syndication agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as co-documentation agents and the various guaranties, security agreements and other notes and agreements entered into in connection therewith.
          “Stockholder Representative” means Craig W. Bremer, solely in his capacity as the initial stockholders’ representative under the Merger Agreement.
          “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
          “Subsidiary Guarantor” means, collectively, the Subsidiaries of the Borrower that are Guarantors.
          “Subsidiary Guaranty” means, collectively, (a) the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent on behalf of the Secured

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Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.
          “Successor Company” has the meaning specified in Section 7.04(d).
          “Supplemental Administrative Agent” has the meaning specified in Section 9.13 and “Supplemental Administrative Agents” shall have the corresponding meaning.
          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
          “Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contract has been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contract, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
          “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.
          “Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.
          “Swing Line Lender” means DBTCA, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
          “Swing Line Loan” has the meaning specified in Section 2.04(a).
          “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

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          “Swing Line Note” means a promissory note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans made by such Swing Line Lender.
          “Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.
          “Swing Line Sublimit” means an amount equal to the lesser of (a) $10,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.
          “Syndication Agent” means UBSS, as Syndication Agent under this Agreement.
          “Target” means Susquehanna Pfaltzgraff Co., a Delaware corporation.
          “Taxes” has the meaning specified in Section 3.01(a).
          “Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.
          “Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Commitments is $700,000,000.
          “Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.
          “Term Loan” means a Loan made pursuant to Section 2.01(a).
          “Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.
          “Test Period” means, for any determination under this Agreement, the four consecutive fiscal quarters of the Borrower then last ended provided that for purposes of any calculation of Consolidated Interest Expense for any “Test Period” ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be calculated in accordance with the last sentence appearing in the definition of “Consolidated Interest Expense”.
          “Threshold Amount” means $15,000,000.

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          “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.
          “Total Outstandings” means, at any time, the aggregate Outstanding Amount of all Loans and all L/C Obligations at such time.
          “Tranche” means a category of Commitments or Credit Extensions thereunder. For purposes hereof, each of the following comprises a separate Tranche: (a) the unused Revolving Commitments, the outstanding Revolving Credit Loans and L/C Obligations in respect of Letters of Credit and (b) the outstanding Term Loans.
          “Transaction” means, collectively, (a) the Equity Contribution, (b) the Cumulus Equity Contribution, (c) the Merger, (d) the issuance of the Senior Subordinated Notes, (e) the funding of the Term Loans and up to $25,000,000 of Revolving Credit Loans on the Closing Date, (f) the consummation of any other transactions in connection with the foregoing, and (g) the payment of the fees and expenses incurred in connection with any of the foregoing.
          “Transaction Documents” means the Merger Agreement and all other material documents, instruments and certificates contemplated by the Merger Agreement.
          “Transaction Expenses” means any fees or expenses incurred or paid by Holdings, any direct or indirect parent holding company of Holdings, the Borrower or any Restricted Subsidiary in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.
          “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.
          “UBSS” means UBS Securities LLC and any successor thereto by merger, consolidation or otherwise.
          “Unaudited Financial Statements” has the meaning set forth in Section 4.01(f).
          “Uniform Commercial Code” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.
          “United States” and “U.S.” mean the United States of America.
          “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).
          “Unrestricted Subsidiary” means (i) each Subsidiary of the Borrower listed on Schedule 1.01C and (ii) any Subsidiary of the Borrower designated by the board of directors of Holdings as an Unrestricted Subsidiary pursuant to Section 6.15 subsequent to the date hereof.
          “U.S. Lender” has the meaning set forth in Section 10.15(b).

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          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.
          “wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.
          Section 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
          (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
          (b) (i) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
          (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.
          (iii) The term “including” is by way of example and not limitation.
          (iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
          (c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
          (d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
          Section 1.03. Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

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          (b) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio and Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.
          Section 1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
          Section 1.05. References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, extensions, supplements and other modifications are permitted by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
          Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
          Section 1.07. Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.
          Section 1.08. Currency Equivalents Generally. Any amount specified in this Agreement (other than in Articles 2, 9 and 10) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later). Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing

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provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.
          Section 1.09. Change of Currency. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.
ARTICLE II
The Commitments and Credit Extensions
          Section 2.01. The Loans. (a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make to the Borrower a single loan denominated in Dollars in a principal amount equal to such Term Lender’s Term Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
          (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans denominated in Dollars to the Borrower (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date for the Revolving Credit Facility, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (i) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment and (ii) the aggregate principal amount of Revolving Credit Loans made on the Closing Date shall not exceed $25,000,000. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
          Section 2.02. Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans or conversion of any Eurocurrency Rate Loans to Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written

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Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
          (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m., in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of DBTCA with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.
          (c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate Loans.

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          (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in DBTCA’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
          (e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.
          (f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.
          Section 2.03. Letters of Credit. (a) The Letter of Credit Commitment. (i) On and after the Closing Date the Existing Letters of Credit will constitute Letters of Credit under this Agreement and for purposes hereof will be deemed to have been issued on the Closing Date. Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars on a sight basis for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
          (ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:
          (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of

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Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);
          (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;
          (C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date;
          (D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer;
          (E) such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit; or
          (F) any Revolving Credit Lender is a Defaulting Lender at such time, unless such L/C Issuer has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such L/C Issuer’s risk with respect to the participation in Letters of Credit by such Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Obligations.
     (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
          (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Company. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case

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of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.
     (ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.
     (iii) If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.
     (iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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     (c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, together with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed on the date of such payment of disbursement. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
     (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.
     (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
     (iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

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     (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.
     (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.
          (d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.
          (ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

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          (e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
     (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;
     (ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
     (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
     (iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;
     (v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or
     (vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;
provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.
          (f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any draft, demand, certificate or other document expressly

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required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a draft, demand, certificate or other document strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
          (g) Cash Collateral. (i) If any Event of Default occurs and is continuing and the Administrative Agent or the Required Lenders, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(c) or (ii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then the Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clause (i), (1) the Business Day that the Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding clause (ii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby

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grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at DBTCA and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at DBTCA as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall be refunded to the Borrower.
          (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
          (i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be (x) computed on a quarterly basis in arrears and (y) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and

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other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.
          (j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.
          (k) Addition of an L/C Issuer. A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.
          Section 2.04. Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) until the Maturity Date for the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided that (i) after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect and (ii) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the outstanding amount of Swing Line Loans; provided further that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Swing Line Loans shall only be denominated in Dollars. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.
          (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a

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Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.
          (c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
     (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
     (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender

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(acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.
(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.
          (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.
          (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.
          (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

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          Section 2.05. Prepayments . (a) Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Class(es) and Type(s) of Loans to be prepaid and, in the case of a prepayment of Term Loans, the manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07(a); provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.
     (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
     (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.
          (b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended December 31, 2007) minus (B) the sum of (i) all voluntary prepayments of Term Loans during

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such fiscal year and (ii) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness; provided that (x) the percentage of Excess Cash Flow specified in clause (A) above shall instead be 25% if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 7.5:1.00 but greater than or equal to 6.5:1.00 and (y) no payment of any Loans shall be required under this Section 2.05(b)(i) if the Total Leverage Ratio as of the last day of the fiscal year covered by such financial statements was less than 6.5:1.
     (ii) (A) If (x) Holdings, the Borrower or any of Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d) (to the extent constituting a Disposition by any Restricted Subsidiary to a Loan Party), (e), (g), (h), (i), (j) or (n)) or (y) any Casualty Event occurs, which in the aggregate results in the realization or receipt by Holdings, the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing);
     (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower, the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business or its Restricted Subsidiaries within (x) thirteen (13) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within thirteen (13) months following receipt thereof, within one hundred and eighty (180) days of the date of such legally binding commitment; provided that (i) so long as an Event of Default shall have occurred and be continuing, the Borrower (x) shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Event of Default is continuing) and (y) shall not be required to apply such Net Cash Proceeds which have been previously applied to prepay Revolving Loans to the prepayment of Term Loans until such time as the relevant investment period has expired and no Event of Default is continuing and (ii) if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within five (5) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

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     (iii) [Reserved].
     (iv) If Holdings, the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness not expressly permitted to be incurred or issued pursuant to any clause of Section 7.03 (other than clause (t) of said Section), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt of such Net Cash Proceeds.
     (v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Revolving Credit Commitments then in effect (including pursuant to Section 2.17(b)), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments then in effect.
     (vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a); and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (vii) of this Section 2.05(b).
     (vii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Each Appropriate Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no later than 5:00 P.M. (New York time) one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of Term Loans. In the event a Lender rejects all or any portion of its Pro Rata Share of any mandatory prepayment of Term Loans required pursuant to clauses (i) through (iv) of this Section 2.05(b), the rejected portion of such Lender’s Pro Rata share of such prepayment shall be retained by the Borrower.

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     Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05(b) in respect of any such Eurocurrency Rate Loan other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).
          Section 2.06. Termination or Reduction of Commitments. (a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.
          (b) Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01(a).
          (c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

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          Section 2.07. Repayment of Loans. (a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the last Business Day of September, 2006, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term Loans, the aggregate principal amount of all Term Loans outstanding on such date.
          (b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all of its Revolving Credit Loans outstanding on such date.
          (c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.
          Section 2.08. Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.
          (b) The Borrower shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
          (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
          (d) All computations of interest hereunder shall be made in accordance with Section 2.10.
          Section 2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):
          (a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment exceeds the sum of (A)

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Outstanding Amount of Revolving Credit Loans and (B) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee shall accrue at all times from the date hereof until the Maturity Date for the Revolving Credit Facility, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
          (b) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).
          Section 2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by DBTCA’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
          Section 2.11. Evidence of Indebtedness. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to

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such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
          (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
          (c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.
          Section 2.12. Payments Generally. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.
          (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.
          (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make

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available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:
     (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Federal Funds Rate from time to time in effect; and
     (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.
          A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.
          (d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
          (e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

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          (f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
          (g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.
          Section 2.13. Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, Pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

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          Section 2.14. [Reserved].
          Section 2.15. Incremental Credit Extensions. (a) The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recent Test Period, in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $20,000,000 (provided that such amount may be less than $20,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $200,000,000; provided that the aggregate amount of the Revolving Commitment Increases shall not exceed $100,000,000. Each tranche of Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans and (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided, however, that (i) except as provided in preceding clauses (a) and (b), the terms and conditions applicable to a given tranche of Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the interest rates and amortization schedule applicable to any tranche of Incremental Term Loans shall be determined by the Borrower and the lenders thereof. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.15 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in

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such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, provided, however, that no such amendment shall amend, modify or supplement any matter described in the first or second proviso of Section 10.01 without the consent of the requisite Lenders as provided in Section 10.01. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section, (a) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and Pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.
          (b) This Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

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ARTICLE III
Taxes, Increased Costs Protection and Illegality
          Section 3.01. Taxes. (a) Except as provided in this Section 3.01, any and all payments by the Borrower (the term Borrower under Article 3 being deemed to include any Subsidiary for whose account a Letter of Credit is issued) to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities (including additions to tax, penalties and interest) with respect thereto, excluding, in the case of each Agent and each Lender, taxes imposed on or measured by its net income or net profits (including branch profits), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, and all liabilities (including additions to tax, penalties and interest) with respect thereto (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If the Borrower shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to any Agent or any Lender the required receipts or other required documentary evidence, the Borrower shall indemnify such Agent and such Lender for any incremental taxes, interest or penalties that may become payable by such Agent or such Lender arising out of such failure.
          (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).
          (c) The Borrower agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid by such Agent and such Lender and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided such

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Agent or Lender, as the case may be, provides the Borrower with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor.
          (d) The Borrower shall not be required pursuant to this Section 3.01 to pay any additional amount to, or to indemnify, any Lender or Agent, as the case may be, to the extent that such Lender or such Agent becomes subject to Taxes subsequent to the Closing Date (or, if later, the date such Lender or Agent becomes a party to this Agreement) as a result of a change in the place of organization of such Lender or Agent or a change in the lending office of such Lender, except to the extent that any such change is requested or required in writing by the Borrower (and provided that nothing in this clause (d) shall be construed as relieving the Borrower from any obligation to make such payments or indemnification in the event of a change in lending office or place of organization that precedes a change in Law to the extent such Taxes result from a change in Law).
          (e) Notwithstanding anything else herein to the contrary, if a Lender or an Agent is subject to withholding tax imposed by any jurisdiction in which the Borrower is formed or organized at a rate in excess of zero percent at the time such Lender or such Agent, as the case may be, first becomes a party to this Agreement, withholding tax imposed by such jurisdiction at such rate shall be considered excluded from Taxes unless and until such Lender or Agent, as the case may be, provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided that, if at the date of the Assignment and Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under clause (a) of this Section 3.01 in respect of withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) withholding tax, if any, applicable with respect to the Lender assignee on such date.
          (f) If any Lender or Agent determines, in its reasonable discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrower pursuant to this Section 3.01, it shall promptly remit such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes or Other Taxes giving rise to such refund plus any interest included in such refund by the relevant taxing authority attributable thereto) to the Borrower, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund); provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any tax refund or to make available its tax

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returns or disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.
          (g) Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the sole judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.01(g) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.01(a) or (c).
          Section 3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.
          Section 3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

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          Section 3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes as to which Section 3.01 shall govern, (ii) changes in taxation of overall net income or overall gross income (including branch profits), and franchise (and similar) taxes imposed in lieu of net income taxes, by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or maintains a Lending Office and (iii) reserve requirements contemplated by Section 3.04(c), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.
          (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.
          (c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

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          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to Section 3.04(a), (b) or (c) for any such increased cost or reduction incurred more than one hundred and eighty (180) days prior to the date that such Lender demands, or notifies the Borrower of its intention to demand, compensation therefor, provided, further, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
          (e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further, that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).
          Section 3.05. Funding Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
     (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan; or
     (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.
          For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.
          Section 3.06. Matters Applicable to All Requests for Compensation. (a) Any Agent or any Lender claiming compensation under this Article 3 or Section 2.16 shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.
          (b) With respect to any Lender’s claim for compensation under Section 2.16, 3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender for any

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amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another Eurocurrency Rate Loans, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.
          (c) If the obligation of any Lender to make or continue from one Interest Period to another any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:
     (i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and
     (ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.
          (d) If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.
          Section 3.07. Replacement of Lenders under Certain Circumstances. (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on ten (10) Business Days’ prior

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written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person; and provided, further, that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to the applicable departure, waiver or amendment of the Loan Documents.
          (b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.
          (c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.
          (d) In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

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          Section 3.08. Survival. All of the Borrower’s obligations under this Article 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
ARTICLE IV
Conditions Precedent to Credit Extensions
          Section 4.01. Conditions of Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
     (i) executed counterparts of this Agreement and each Guaranty;
     (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two Business Days in advance of the Closing Date;
     (iii) each Collateral Document set forth on Schedule 1.01B, duly executed by each Loan Party thereto, together with:
          (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,
          (B) to the extent required under the Collateral and Guarantee Requirement, opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent, and
          (C) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
     (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

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     (v) opinion from Simpson Thacher & Bartlett LLP, New York counsel to the Loan Parties substantially in the form of Exhibit I;
     (vi) opinions from special FCC counsel and local counsel to the Loan Parties in form, scope and substance reasonably satisfactory to the Administrative Agent;
     (vii) a certificate signed by a Responsible Officer of the Borrower, certifying that there has been no change, effect, event or occurrence since December 31, 2005, that has had or could reasonably be expected to result in a Material Adverse Change;
     (viii) a certificate attesting to the Solvency of the Loan Parties (taken as a whole) on the Closing Date after giving effect to the Transaction, from the Chief Financial Officer of the Borrower;
     (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the Loan Documents has been obtained and is in effect and that the Administrative Agent has been named as loss payee under each insurance policy with respect to such insurance as to which the Administrative Agent shall have requested to be so named;
     (x) certified copies of the Merger Agreement, duly executed by the parties thereto, together with all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the Borrower that such documents are in full force and effect as of the Closing Date; and
     (xi) a Committed Loan Notice or Letter of Credit Application, as applicable, relating to the initial Credit Extension.
       (b) All fees and expenses required to be paid hereunder and invoiced before the Closing Date shall have been paid in full in cash.
       (c) Prior to the initial Credit Extension, (i) the Cumulus Equity Contribution shall have occurred, and (ii) the KC Acquisition shall have been consummated in all material respects in accordance with the terms of the KC Acquisition Agreement and in compliance with applicable material Laws and regulatory approvals.
       (d) Prior to or simultaneously with the initial Credit Extension, (i) the Equity Contributions shall have been funded in full in cash, (ii) the Borrower shall have received (whether directly as a result of the Equity Contribution or as a result of an equity contribution by Holdings) cash proceeds from the Equity Contribution in an aggregate amount equal to at least $250,000,000, and (iii) the Merger shall be consummated in all material respects in accordance with the terms of the Merger Agreement and in compliance with applicable material Laws and regulatory approvals.

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       (e) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have received at least $250,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes.
       (f) Prior to or simultaneously with the initial Credit Extensions, the Borrower shall have terminated the Existing Credit Agreement and taken all other necessary actions (including causing KC Corp. to be released from its guaranty of the obligations of StickCo under the StickCo Credit Documents) such that, after giving effect to the Transaction, (i) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (A) the Loans and L/C Obligations, (B) the Senior Subordinated Notes and (C) Indebtedness listed on Schedule 7.03(b) and (ii) the Borrower shall have outstanding no Equity Interests (or securities convertible into or exchangeable for Equity Interests or rights or options to acquire Equity Interests) other than common stock owned by Holdings and preferred stock owned by Holdings, with terms and conditions reasonably acceptable to the Arrangers to the extent material to the interests of the Lenders.
       (g) The Arrangers and the Lenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements (which shall not be subject to any qualification) and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Target and its Subsidiaries for (A) each subsequent fiscal quarter ended after December 31, 2005 and at least forty-five (45) days before the Closing Date, reviewed in accordance with SAS 100 by an independent accounting firm and (B) the extent reasonably available and, in any event, excluding footnotes, each fiscal month after the most recent fiscal period for which financial statements were received by the Arrangers and the Lenders as described above and ended at least fifteen (15) days before the Closing Date (collectively, the “Unaudited Financial Statements”), which financial statements shall be prepared in accordance with GAAP.
       (h) The Arrangers and the Lenders shall have received the Pro Forma Financial Statements.
       (i) On or prior to the date of the initial Credit Extensions, each Loan Party and each other Subsidiary of Holdings which is an obligee or obligor with respect to any intercompany Indebtedness shall have duly authorized, executed and delivered the Intercompany Note, and the Intercompany Note shall be in full force and effect.
          Section 4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:
     (a) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document (except, in the case of the initial Credit Extensions, the representations contained in Sections 5.03, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10, 5.11, 5.12, 5.14, 5.15, 5.16, 5.17 and 5.19) shall be true and

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correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.
     (b) Except in the case of the initial Credit Extensions, no Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.
     (c) The Administrative Agent and, if applicable, the relevant L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
          Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V
Representations and Warranties
          The Borrower represents and warrants to the Agents and the Lenders that:
          Section 5.01. Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Subsidiaries (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
          Section 5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (i) (x) any Senior Subordinated Notes Documentation, any Junior Financing Documentation and any other

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indenture, mortgage, deed of trust or loan agreement evidencing Indebtedness in an aggregate principal amount in excess of the Threshold Amount or (y) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (b)(i)(y), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.
          Section 5.03. Governmental Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (iii) the requirement under the Communications Act that certain Loan Documents be filed with the FCC and (iv) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.
          Section 5.04. Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to Debtor Relief Laws, general principles of equity (whether considered in a proceeding in equity or law) and an implied covenant of good faith and fair dealing.
          Section 5.05. Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of Target and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2005 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by Target or any of its Subsidiaries of any material part of the business or property of Target or any of its Subsidiaries, taken as a whole and (ii) no purchase or other acquisition by Target or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of Target and its Subsidiaries taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Administrative Agent prior to the Closing Date.

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     (ii) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the most recent fiscal year, the quarter ended December 31, 2005 and the 12-month period ending on December 31, 2005 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction, each material acquisition by Target or any of its Subsidiaries consummated after December 31, 2005 and prior to the Closing Date and all other material transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as at December 31, 2005 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.
          (b) Since December 31, 2005, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
          (c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.
          (d) As of the Closing Date, neither the Borrower nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) such liabilities as are set forth in the financial statements described in clause (a) of this Section 5.05, (ii) obligations arising under this Agreement and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.
          Section 5.06. Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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          Section 5.07. No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
          Section 5.08. Ownership of Property; Liens. Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except (other than with respect to Mortgaged Properties) where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
          Section 5.09. Environmental Compliance. (a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
          (b) Except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any of the Loan Parties and their Subsidiaries at any other location.
          (c) The properties owned, leased or operated by the Borrower and the Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
          (d) Neither the Borrower nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action

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that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
          (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.
          (f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties and their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.
          Section 5.10. Taxes. Except as set forth in Schedule 5.10, Holdings, the Borrower and the Borrower’s Subsidiaries have filed all Federal and other material tax returns and reports required to be filed, and have paid all material Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.
          Section 5.11. ERISA Compliance. (a) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in with the applicable provisions of ERISA, the Code and other Federal or state Laws.
          (b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
          Section 5.12. Subsidiaries; Equity Interests. As of the Closing Date, neither Holdings nor any Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in material Subsidiaries have been validly issued, are fully paid and nonassessable and all Equity Interests owned by Holdings or a Loan Party are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets

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forth the ownership interest of Holdings, the Borrower and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (c) identifies each Subsidiary, the Equity Interests of which are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.
          Section 5.13. Margin Regulations; Investment Company Act; Public Utility Holding Company Act. (a) The Borrower is not engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for the purpose of purchasing or carrying margin stock or any other any purpose that violates Regulation U.
          (b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
          Section 5.14. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.
          Section 5.15. Intellectual Property; Licenses, Etc. Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, right of privacy and publicity, and other intellectual property rights (collectively, “IP Rights”) that are necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The operation of the respective businesses of any Loan Party or Subsidiary as currently conducted does not infringe upon misuse, misappropriate or violate any rights held by any Person except for such infringements, misuses, misappropriations or violations individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any IP Rights, is pending or, to the knowledge of the Borrower, threatened against any Loan Party or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
          Section 5.16. Solvency. On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

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          Section 5.17. Special Representations Relating to FCC Licenses, Etc. (a) The FCC Licenses held by the Borrower and its Restricted Subsidiaries constitute all of the material licenses, permits and other authorizations issued by the FCC that are necessary or required for the Borrower and its Restricted Subsidiaries to conduct their business in the manner in which it is currently being conducted. Schedule 5.17 hereto accurately and completely lists each material FCC License directly or indirectly held by the Borrower or any Restricted Subsidiary as of the Closing Date (including all pending applications for renewals therefore). With respect to each FCC License listed on Schedule 5.17 hereto, the description includes the call sign, frequency, location, file number, the date of grant of the most recent license renewal and the license expiration date.
          (b) All material FCC Licenses relating to the business of the Borrower and the Restricted Subsidiaries are in full force and effect. Except as set forth on Schedule 5.17, as of the Closing Date, (i) neither the Borrower nor any Restricted Subsidiary has received any notice of apparent liability, notice of violation, order to show cause or other writing from the FCC that may lead to any material liability or sanction by the FCC and (ii) there is no proceeding pending by or before the FCC relating to the Borrower or any Restricted Subsidiary or any Station, nor, to the best knowledge of the Borrower or any Restricted Subsidiary, is any such proceeding threatened and no complaint or investigation is pending or threatened by or before the FCC (other than rulemaking proceedings of general applicability to which the Borrower, the Restricted Subsidiaries and the Stations are not parties). The Borrower and the Restricted Subsidiaries have timely filed all required reports and notices with the FCC and have paid all amounts due in timely fashion on account of fees and charges to the FCC, except where the failure to do so could not materially adversely affect the Borrower’s or any of the Restricted Subsidiaries’ material FCC Licenses.
          (c) All FCC Licenses relating to the business of the Borrower and the Restricted Subsidiaries are held by one or more Broadcast License Subsidiaries.
          (d) Other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of the Borrower and the Restricted Subsidiaries has obtained and holds all Permits required for any property owned, leased or otherwise operated by such Person and for the operation of each of its businesses as presently conducted, (ii) all such Permits are in full force and effect, and each of the Borrower and the Restricted Subsidiaries has performed all requirements of such Permits, (iii) no event has occurred which allows or results in, or after notice or lapse of time would allow or result in, revocation or termination by the issuer thereof or in any other impairment of the rights of the holder of any such Permit and (iv) none of such Permits contain any restrictions, either individually or in the aggregate, that are materially burdensome to the Borrower or any of the Restricted Subsidiaries, or to the operation of any of their respective businesses or any property owned, leased or otherwise operated by such Person.
          (e) No consent or authorization of, filing with or Permit from, or other act by or in respect of, any Governmental Authority is required in connection with delivery, performance, validity or enforceability of this Agreement and the other Loan Documents other than (i) FCC approval of the transfer of FCC Licenses to Broadcast License Subsidiaries, which has been

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obtained and (ii) other than the requirement under the Communications Act that certain Loan Documents be filed with the FCC.
          Section 5.18. Subordination of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.
          Section 5.19. Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any of Holdings, the Borrower or its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each of Holdings, the Borrower or its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any of Holdings, the Borrower or its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.
ARTICLE VI
Affirmative Covenants
          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:
          Section 6.01. Financial Statements. Deliver to the Administrative Agent for prompt further distribution to each Lender:
          (a) as soon as available, but in any event within ninety (90) days (or, in the case of the fiscal year ending December 31, 2006, one hundred twenty (120) days) after the end of each fiscal year of the Borrower beginning with the 2006 fiscal year, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
          (b) as soon as available, but in any event within forty-five (45) days (or in the case of the first three (3) fiscal quarters of the Borrower occurring after the Closing Date which are one of the first three (3) fiscal quarters of a fiscal year, sixty (60) days), after the end of each of the first three (3) fiscal quarters of each fiscal

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year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
          (c) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto), (collectively, the “Projections”);
          (d) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and
          (e) simultaneously with the delivery of each set of financial statements referred to in Sections 6.01(a) and (b) above, the information required to be delivered to the trustee under the Senior Subordinated Notes Indenture pursuant to Sections 4.03(a)(1) and (2) of the Senior Subordinated Notes Indenture for the respective fiscal year or fiscal quarter, as the case may be.
Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower’s or Holdings’ (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a stand-alone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of KPMG LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

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          Section 6.02. Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:
          (a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent registered public accounting firm certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;
          (b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower and, if such Compliance Certificate demonstrates an Event of Default of any covenant under Section 7.11, any of the Equity Investors may deliver, together with such Compliance Certificate, notice of their intent to cure (a “Notice of Intent to Cure”) such Event of Default pursuant to Section 8.05; provided that the delivery of a Notice of Intent to Cure shall in no way affect or alter the occurrence, existence or continuation of any such Event of Default or the rights, benefits, powers and remedies of the Administrative Agent and the Lenders under any Loan Document;
          (c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
          (d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Senior Subordinated Notes Documentation or Junior Financing Documentation in a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;
          (e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(b) with respect to financial statements delivered pursuant to Section 6.01(a), (i) a report setting forth the information required by Section 3.03(c) of the Security Agreement or confirming that there has been no change in such information since the Closing Date or the date of the last such report), (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary that identifies each Subsidiary as a Restricted or an

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Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate; and
          (f) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.
          Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.
          Section 6.03. Notices. Promptly after obtaining knowledge thereof, notify the Administrative Agent:
          (a) of the occurrence of any Default; and
          (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of or resulting from (i) breach or non-performance of, or any default or event of default under, a Contractual Obligation of any Loan Party or any Subsidiary, (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental Authority, (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights or the assertion or occurrence of any noncompliance by any Loan Party or as any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iv) the occurrence of any ERISA Event.
          Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to

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Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.
          Section 6.04. Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its material obligations and liabilities in respect of material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property.
          Section 6.05. Preservation of Existence, Etc. (a) (x) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05 and (y) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05.
          (b) Operate all of the Stations in material compliance with the Communications Act and the FCC’s rules, regulations and published policies promulgated thereunder and with the terms of the FCC Licenses, (ii) timely file all required reports and notices with the FCC and pay all amounts due in timely fashion on account of fees and charges to the FCC, (iii) timely file and prosecute all applications for renewal or for extension of time with respect to all of the FCC Licenses, except in the case of each of (i), (ii) and (iii) where a failure to do so could not reasonably be expected to have a Material Adverse Effect, and (iv) advise the Administrative Agent of any deviation from the foregoing and of any written communication from the FCC outside the ordinary course.
          Section 6.06. Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice.
          Section 6.07. Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.
          Section 6.08. Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

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          Section 6.09. Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Subsidiary, as the case may be.
          Section 6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, further, that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.
          Section 6.11. Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
          (a) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary:
     (i) within thirty (30) days after such formation, acquisition or designation or such longer period as the Administrative Agent may agree in its discretion:
     (A) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the real properties owned by such Restricted Subsidiary that have a Fair Market Value in excess of $5,000,000 in detail reasonably satisfactory to the Administrative Agent;
     (B) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent

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(as appropriate) Guarantee Supplements, Mortgages with respect to the real properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, Intellectual Property Security Agreements, a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement and (y) each direct or indirect parent of each such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
     (C) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Collateral Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Collateral Agent;
     (D) take and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guaranty Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all

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third parties in accordance with their terms, subject to Debtor Relief Laws, general principles of equity (whether considered in a proceeding in equity or at law) and an applied covenant of good faith and fair dealing,
     (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, and
     (iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of real property that is owned by such Restricted Subsidiary and has a Fair Market Value in excess of $5,000,000, any existing title reports, surveys or environmental assessment reports.
        (b) (i) the Borrower shall obtain the security interests and Guarantees set forth on Schedule 1.01B on or prior to the dates corresponding to such security interests and Guarantees set forth on Schedule 1.01B; and
     (ii) after the Closing Date, promptly following (x) the acquisition of any material personal property by any Loan Party, or (y) the acquisition of any owned real property by any Loan Party with a Fair Market Value in excess of $5,000,000, and such personal property or owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
          Section 6.12. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.
          Section 6.13. Further Assurances and Post-Closing Conditions. (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral

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Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.
          (b) In the case of any real property referred to in Section 6.11(a)(i)(A) or 6.11(b)(ii), provide the Administrative Agent with Mortgages with respect to such owned real property within thirty (30) days of the acquisition of such real property, in each case together with:
     (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Administrative Agent or the Collateral Agent (as appropriate) for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
     (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements and in amount, reasonably acceptable to the Administrative Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably request;
     (iii) opinions of local counsel for the Loan Parties in states in which such real properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent;
     (iv) flood certificates covering each Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map; and
     (v) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.

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          Section 6.14. Designation of Subsidiaries. The board of directors of Holdings may at any time designate any Restricted Subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) the Borrower may not be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Notes or any Junior Financing, as applicable and (v) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the Fair Market Value of the net assets of the respective Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time.
          Section 6.15. Interest Rate Protection. No later than 120 days following the Closing Date, the Borrower will enter into (and thereafter maintain) Swap Contracts having a term of at least eighteen (18) months after the Closing Date, establishing a fixed or maximum interest rate reasonably acceptable to the Administrative Agent for an aggregate amount equal to at least 50% of the sum of (x) the aggregate principal amount of all Term Loans then outstanding plus (y) the aggregate principal amount of the Senior Subordinated Notes then outstanding.
          Section 6.16. Corporate Separateness. (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of corporate offices and records.
          (b) Ensure that (i) no payment is made by it or any of its Restricted Subsidiaries to a creditor of any Unrestricted Subsidiary in respect of any liability of any Unrestricted Subsidiary, (ii) no bank account of any Unrestricted Subsidiary shall be commingled with any bank account of Holdings, the Borrower or any of the Borrower’s Restricted Subsidiaries, (iii) any financial statements distributed to any creditors of any Unrestricted Subsidiary shall clearly establish or indicate the corporate separateness of such Unrestricted Subsidiary from Holdings the Borrower and the Borrower’s Restricted Subsidiaries, and (iv) neither it nor any of its Restricted Subsidiaries shall take any action, or conduct its affairs in a manner, which is reasonably likely to result in the corporate or other similar existence of it or such Restricted Subsidiary, on the one hand, or any Unrestricted Subsidiary, on the other hand, being ignored, or in the assets and liabilities of it or any of its Restricted Subsidiaries being substantively consolidated with those of any Unrestricted Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

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          Section 6.17. Broadcast License Subsidiaries. (a) Cause all FCC Licenses to be held at all times by one or more Broadcast License Subsidiaries.
          (b) Ensure that each Broadcast License Subsidiary (other than Susquehanna Radio Corp.) engages only in the business of holding FCC Licenses and rights and activities related thereto.
          (c) Ensure that the property of each Broadcast License Subsidiary is not commingled with the property of the Borrower and any Subsidiary other than Broadcast License Subsidiaries or otherwise remains clearly identifiable.
          (d) Ensure that no Broadcast License Subsidiary has any Indebtedness or other liabilities except under the Guarantee and Collateral Agreement and liabilities expressly permitted to be incurred in accordance with the definition of “Broadcast License Subsidiary”.
ARTICLE VII
Negative Covenants
          So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Holdings and the Borrower shall not, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly:
          Section 7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:
          (a) Liens pursuant to any Loan Document;
          (b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;
          (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
          (d) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no

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other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
          (e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;
          (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;
          (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;
          (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h), so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;
          (i) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property (except for accessions to such property) other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;
          (j) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any material Subsidiary or (ii) secure any Indebtedness;

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          (k) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;
          (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;
          (m) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;
          (n) [reserved];
          (o) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03(d);
          (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.15), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary) and the replacement, extension or renewal of any Lien permitted by this clause (p) upon or in the same property previously subject thereto in connection with the replacement, extension or renewal (without increase in the amount or any change in any direct or contingent obligor) of the Indebtedness secured thereby; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (h), or (k);
          (q) any interest or title of a lessor under leases entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;
          (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the

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Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;
          (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;
          (t) [reserved];
          (u) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of Holdings, the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of Holdings, the Borrower or any Restricted Subsidiary in the ordinary course of business;
          (v) Liens solely on any cash earnest money deposits made by Holdings, the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;
          (w) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(g) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure a Guarantee by such Restricted Subsidiary and its Subsidiaries of any such Indebtedness incurred pursuant to Section 7.03(g);
          (x) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business;
          (y) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;
          (z) [reserved];
          (aa) ground leases in respect of real property on which facilities or equipment owned or leased by the Borrower or any of its Subsidiaries are located; and
          (bb) other Liens securing Indebtedness outstanding in an aggregate principal amount not to exceed $15,000,000.
          Section 7.02. Investments. Make or hold any Investments, except:
          (a) Investments by the Borrower or a Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

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          (b) loans or advances to officers, directors and employees of Holdings, the Borrower and the Restricted Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof or, after a Qualifying IPO, the Borrower or any Intermediate Holding Company) (provided that the amount of such loans and advances shall be contributed to the Borrower in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $2,000,000;
          (c) Investments (i) by Holdings, the Borrower or any Restricted Subsidiary in any Loan Party (excluding Holdings and any new Restricted Subsidiary which becomes a Loan Party) and (ii) by any Restricted Subsidiary that is not a Loan Party in any other such Restricted Subsidiary that is also not a Loan Party;
          (d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;
          (e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;
          (f) Investments (i) existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof and (ii) existing on the date hereof by the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary and any modification, renewal or extension thereof; provided that (x) the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.02 and (y) any Investment in the form of Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subject to the subordination terms set forth in the Intercompany Note;
          (g) Investments in Swap Contracts permitted under Section 7.03;
          (h) promissory notes and other noncash consideration received in connection with Dispositions permitted by Section 7.05;
          (i) the purchase or other acquisition of property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person, or Equity Interests in a Person that, upon the consummation thereof, will be a wholly owned Subsidiary of the Borrower (including as a result of a merger or consolidation); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):
          (A) subject to clause (B) below, substantially all property, assets and

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businesses acquired in such purchase or other acquisition shall constitute Collateral and each applicable Loan Party and any such newly created or acquired Subsidiary (and, to the extent required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a Guarantor and shall have complied with the requirements of Section 6.11, within the times specified therein;
          (B) the aggregate amount of consideration paid in respect of acquisitions of Persons that do not become Loan Parties shall not exceed $40,000,000 (net of any return representing a return of capital in respect of any such Investment);
          (C) after giving effect to such purchase or acquisition, the Borrower and its Restricted Subsidiaries shall be in compliance with Section 7.07;
          (D) (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, no Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition (and any concurrent Disposition), the Borrower and the Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase or other acquisition (and any concurrent Disposition) had been consummated as of the first day of the fiscal period covered thereby and, in the case of a given acquisition or purchase the aggregate consideration for which is in excess of $20,000,000, evidenced by a certificate from the Chief Financial Officer of the Borrower demonstrating such compliance calculation in reasonable detail;
          (E) if FCC approval or consent is required, the FCC shall have issued orders approving or consenting to such purchase or acquisition;
          (F) all FCC Licenses acquired in connection with the proposed purchase or acquisition shall be transferred promptly upon consummation of such purchase or acquisition to a Broadcast License Subsidiary;
          (G) the Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, no later than five (5) Business Days after the date on which any such purchase or other acquisition is consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause (i) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;
          (j) the Transaction;
          (k) Investments in the ordinary course of business consisting of Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers consistent with past practices;

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          (l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;
          (m) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such parent) in accordance with Sections 7.06(h), (i) or (j);
          (n) so long as immediately after giving effect to any such Investment, no Default has occurred and is continuing and the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, other Investments by the Borrower and its Restricted Subsidiaries that do not exceed $50,000,000 in the aggregate, net of any return representing return of capital in respect of any such investment and valued at the time of the making thereof; provided that, such amount shall be increased by (i) the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) that are Not Otherwise Applied, (ii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Investments) the Total Leverage Ratio is 7.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied and (iii) the sum of the Rollover Amounts for the two preceding fiscal years, to the extent that such Rollover Amounts have not been used to make Capital Expenditures pursuant Section 7.16(b); provided that the Borrower shall promptly notify the Administrative Agent of any application of any Rollover Amount pursuant to this clause (n);
          (o) advances of payroll payments to employees in the ordinary course of business;
          (p) Investments to the extent that payment for such Investments is made solely with capital stock of Holdings (or, after a Qualifying IPO of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the case may be);
          (q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into the Borrower or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date, to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;
          (r) [reserved]; and

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          (s) Guarantees by Holdings, the Borrower or any Restricted Subsidiary of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;
provided that no Investment in an Unrestricted Subsidiary that would otherwise be permitted under this Section 7.02 shall be permitted hereunder, to the extent that any portion of such Investment is used to make any prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings.
          Section 7.03. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
          (a) Indebtedness of Holdings, the Borrower and any of its Subsidiaries under the Loan Documents;
          (b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the date hereof;
          (c) Guarantees by Holdings, the Borrower and the Restricted Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Senior Subordinated Note or Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Subsidiary Guaranty and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;
          (d) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary, to the extent constituting an Investment expressly permitted by Section 7.02(c), (m) or (s) or, in the case of Indebtedness of the Borrower or any Restricted Subsidiary owing to Holdings, the Borrower or any other Restricted Subsidiary, Section 7.02(n); provided that, all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in the Intercompany Note;
          (e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of the Borrower and its Restricted Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness of the Borrower and its Restricted Subsidiaries arising out of sale-leaseback transactions permitted by

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Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);
          (f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates or foreign exchange rates risks incurred in the ordinary course of business and not for speculative purposes;
          (g) Indebtedness of the Borrower or any Restricted Subsidiaries (i) assumed in connection with any Permitted Acquisition and/or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests) and so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (g) does not exceed $25,000,000;
          (h) (i) Indebtedness of Holdings, the Borrower and the Restricted Subsidiaries (A) assumed in connection with any Permitted Acquisition; provided that (x) such Indebtedness is not incurred in contemplation of such Permitted Acquisition and (y) the aggregate principal amount of all Indebtedness assumed in reliance on this sub-clause (A) (excluding for purposes of the basket calculation in this clause (y), however, any such Indebtedness that is unsecured and subordinated and otherwise satisfies the requirements of clauses (v), (w)(1) and (x) of the proviso below) does not exceed $25,000,000 at any time outstanding, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the Indebtedness referred to in sub-clauses (A) and (B) above; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (other than assumed Indebtedness described in preceding sub-clause (A) and all Indebtedness resulting from any Permitted Refinancing thereof), (v) is unsecured or is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Notes Indenture as of the Closing Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Borrower and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to Holdings, the Borrower or any of the Restricted Subsidiaries as the terms and conditions of the Senior Subordinated Notes are to the Borrower and the Restricted Subsidiaries as of the Closing Date; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably

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detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower or Holdings, as applicable, has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower or Holdings, as applicable, within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees); and (z) with respect to such Indebtedness described in the immediately preceding clause (B) (and any Permitted Refinancing thereof), is incurred by the Borrower or a Guarantor;
          (i) Indebtedness representing deferred compensation to employees of the Borrower and the Restricted Subsidiaries incurred in the ordinary course of business;
          (j) Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings permitted by Section 7.06; provided that (i) such Indebtedness shall be subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent and (ii) the aggregate amount of all cash payments (whether principal or interest) made by the Loan Parties in respect of such notes in any calendar year, when combined with the aggregate amount of Restricted Payments made pursuant to Section 7.06(g) in such calendar year, shall not exceed $5,000,000 (or, after a Qualified IPO, $10,000,000), provided that any unused amounts in any calendar year may be carried over to succeeding calendar years, so long as the aggregate amount of all cash payments made in respect of such notes in any calendar year (after giving effect to such carry forward), when aggregated with the aggregate amount of Restricted Payments made pursuant to Section 7.06(g) in such calendar year (after giving effect to such carry forward), shall not exceed $10,000,000 (or, after a Qualified IPO, $20,000,000); provided, further, that such amount in any calendar year may be increased by an amount not to exceed the remainder of (x) the net cash proceeds of key man life insurance policies received by Holdings, the Borrower or any of its Restricted Subsidiaries after the Closing Date less (y) the aggregate amount of all cash payments made in respect of any promissory notes pursuant to this Section 7.03(j) after the Closing Date with the net cash proceeds described in preceding clause (x) less (z) the aggregate amount of all Restricted Payments made after the Closing Date in reliance on the last proviso appearing in Section 7.06(g);
          (k) Indebtedness incurred by Holdings, the Borrower or the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in any such case constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;
          (l) Indebtedness consisting of obligations of Holdings, the Borrower or the Restricted Subsidiaries under deferred compensation or other similar arrangements

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incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;
          (m) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;
          (n) Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding;
          (o) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;
          (p) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;
          (q) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practices;
          (r) unsecured Indebtedness of Holdings (“Permitted Holdings Debt”) (i) that is not subject to any Guarantee by the Borrower or any Restricted Subsidiary, (ii) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (iii) that has no scheduled amortization or payments of principal (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (v) hereof), (iv) that does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (A) the date that is five (5) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans, and (v) that has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive than those set forth in the Senior Subordinated Notes Indenture as of the Closing Date, taken as a whole (other than provisions customary for senior discount notes of a holding company); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness,

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

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          (v) Indebtedness in respect of the Senior Subordinated Notes and any Permitted Refinancing thereof; and
          (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (v) above.
          Section 7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:
          (a) any Restricted Subsidiary may merge with any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;
          (b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than a Loan Party) may liquidate or dissolve or change its legal form if Holdings determines in good faith that such action is in the best interests of Holdings and its Subsidiaries and if not materially disadvantageous to the Lenders;
          (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or the Borrower, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
          (d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the

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other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;
          (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;
          (f) the Borrower and the Restricted Subsidiaries may consummate the Merger; and
          (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.
          Section 7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
          (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;
          (b) Dispositions of inventory and assets of de minimus value, in any case in the ordinary course of business;
          (c) (i) Dispositions of property (other than Stations and FCC Licenses) in the ordinary course of business, to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property and (ii) Dispositions of one or more Stations (and related FCC Licenses) owned by the Borrower or any of its Restricted Subsidiaries by way of a concurrent swap or exchange for other Stations (and related FCC Licenses) acquired pursuant to a Permitted Acquisition in accordance with the requirements of Section 7.02(i);
          (d) Dispositions of property to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is the Borrower or a Guarantor, (i) the transferee thereof must either be a Guarantor or the Borrower or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

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          (e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;
          (f) Dispositions of property (other than FCC Licenses) pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by the Borrower and its Restricted Subsidiaries on the Closing Date, (x) the Fair Market Value of all property so Disposed of after the Closing Date shall not exceed $30,000,000 and (y) the Fair Market Value of all property so Disposed of during any fiscal year of the Borrower, when taken together with the aggregate amounts of Consolidated EBITDA generated by or attributable to all property Disposed of in reliance on sub-clause (II) of Section 7.05(k) in such fiscal year (as reasonably determined by management of the Borrower at the time of the respective Disposition, measured using such Disposed property’s attributable portion of Consolidated EBITDA for the Test Period then most recently ended), shall not exceed during any fiscal year of the Borrower an amount equal to 10.0% of the Consolidated EBITDA for the Test Period ended on the last day of the fiscal year of the Borrower then most recently ended, and (ii) with respect to such property acquired by the Borrower or any Restricted Subsidiary after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;
          (g) Dispositions of Cash Equivalents in the ordinary course of business;
          (h) Dispositions or discounts without recourse of accounts receivable in connection with the compromise or collection thereof in the ordinary course of business;
          (i) leases, subleases, licenses or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of Holdings, the Borrower and the Restricted Subsidiaries;
          (j) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;
          (k) (I) Dispositions of property not otherwise permitted under this Section 7.05, and (II) Dispositions of Stations (and related FCC Licenses) and other EBITDA-generating property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition, (ii) the aggregate Fair Market Value of all property Disposed of in reliance on sub-clause (I) of this clause (k) does not exceed $5,000,000, (iii) the aggregate amounts of Consolidated EBITDA generated by or attributable to all property Disposed of in reliance on sub-clause (II) of this clause (k) in any fiscal year of the Borrower (as reasonably determined by management of the Borrower at the time of the respective Disposition, measured using the Disposed property’s attributable portion of Consolidated EBITDA for the Test Period then most recently ended), when taken

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together with the aggregate Fair Market Value of all property of the type described in clause (i) of Section 7.05(f) Disposed of in reliance on said Section during such fiscal year, shall not exceed during any fiscal year of the Borrower an amount equal to 10.0% of the Consolidated EBITDA for the Test Period ended on the last day of the fiscal year of the Borrower then most recently ended, and (iv) with respect to any Disposition pursuant to this clause (k) for a purchase price in excess of $5,000,000, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(s) and clauses (i) and (ii) of Section 7.01(u)); provided, however, that for the purposes of this clause (iv), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the payment in cash of the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 1.0% of Total Assets (as such term is defined in the Senior Subordinated Notes Indenture as of the Closing Date) at the time of the receipt of such Designated Non-Cash Consideration, with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;
          (l) Dispositions listed on Schedule 7.05(l);
          (m) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and
          (n) the Disposition of the KC Divestiture Trust Station.
provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) and except for Dispositions from a Loan Party to another Loan Party), shall be for no less than the Fair Market Value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than Holdings, the Borrower or any Restricted Subsidiary, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

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          Section 7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:
          (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);
          (b) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;
          (c) (i) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date the Borrower delivers an irrevocable written notice to the Administrative Agent stating that the Borrower will make Restricted Payments to Holdings that are used by Holdings solely to fund cash interest payments required to be made by Holdings with respect to Indebtedness permitted to be incurred by Holdings pursuant to Sections 7.03(h),(j),(l) and (r) (the “Holdings Restricted Payments Election”), the Borrower may make such Restricted Payments to Holdings;
          (d) Restricted Payments made on the Closing Date to consummate the Transaction;
          (e) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 (other than Sections 7.08(a), (f) and (g));
          (f) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
          (g) Holdings (or, after a Qualifying IPO of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the case may be) may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any parent of Holdings or, after a Qualifying IPO of the Borrower or an Intermediate Holding Company, the Borrower or such Intermediate Holding Company, as the case may be) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or

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director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) in any calendar year, when combined with the aggregate amount of all cash payments (whether principal or interest) made by the Loan Parties in respect of any promissory notes pursuant to Section 7.03(j) in such calendar year, shall not exceed $5,000,000 (or, after a Qualified IPO, $10,000,000), provided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar years, so long as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(g) in any calendar year (after giving effect to such carry forward), when aggregated with the aggregate amount of cash payments made in respect of promissory notes pursuant to Section 7.03(j) in such calendar year (after giving effect to such carry forward), shall not exceed $10,000,000 (or, after a Qualified IPO, $20,000,000); provided, further, that such amount in any calendar year may be increased by an amount not to exceed the remainder of (x) the net cash proceeds of key man life insurance policies received by Holdings, the Borrower or any of its Restricted Subsidiaries after the Closing Date less (y) the aggregate amount of all Restricted Payments made after the Closing Date with the net cash proceeds described in preceding clause (x) less (z) the aggregate amount of all cash payments made in respect of any promissory notes pursuant to Section 7.03(j) after the Closing Date in reliance on the last proviso appearing in Section 7.03(j);
          (h) the Borrower and its Restricted Subsidiaries may make Restricted Payments to Holdings:
     (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Borrower or its Subsidiaries determined as if the Borrower and its Subsidiaries filed separately;
     (ii) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $3,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and its Subsidiaries;
     (iii) the proceeds of which shall be used by Holdings to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

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     (iv) the proceeds of which shall be used by Holdings to make Restricted Payments permitted to be made by Holdings pursuant to this Section 7.06;
     (v) to finance any Investment permitted to be made pursuant to Section 7.02(i); provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.11;
     (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and
     (vii) with the proceeds of a Disposition of the KC Divestiture Trust Station pursuant to Section 7.05(n), the proceeds of which Restricted Payment may in turn be used by Holdings to make Restricted Payments to any direct parent of Holdings;
          (i) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount not to exceed the sum of (A) when added together with the aggregate amount of loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), $25,000,000 and (B) when added together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 7.13(a)(iv) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (i), $40,000,000 plus, in the case of each of clauses (A) and (B), the sum of (i) the aggregate amount of the Net Cash Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made after the Closing Date that are Not Otherwise Applied and (ii) if the Total Leverage Ratio as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such additional Restricted Payments) is 7.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; and
          (j) Holdings or the Borrower may make Restricted Payments with the proceeds of the incurrence of Permitted Holdings Debt permitted by Section 7.03(r).

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          Section 7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.
          Section 7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the payment of fees and expenses related to the Transaction, (d) the issuance of Equity Interests to the management of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment of management and monitoring fees to the Sponsors and Cumulus in an aggregate amount in any fiscal year not to exceed the amount permitted to be paid pursuant to each of the Sponsor Management Agreement and the Cumulus Management Agreement, in each case, as in effect on the date hereof and any Sponsor Termination Fees or Cumulus Termination Fees not to exceed the amount set forth in the Sponsor Management Agreement or the Cumulus Management Agreement, as applicable, in each case, as in effect on the date hereof and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by Holdings permitted under Section 7.06, (g) loans and other transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted under this Article 7, (h) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends, redemptions and repurchases permitted under Section 7.06, and (m) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower, in good faith.
          Section 7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Facilities and the Obligations or under the Loan Documents;

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provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i) (x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) or 7.03(g), to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(g) only, to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.
          Section 7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement.
          Section 7.11. Financial Covenants. (a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on September 30, 2006) to be greater than the ratio set forth below opposite the last day of such Test Period:
                 
Fiscal Year   March 31   June 30   September 30   December 31
2006
   —   —   11.25:1   11.25:1
2007
   11.25:1   11.25:1   11.25:1   11.00:1
2008
   10.75:1   10.75:1   10.75:1   10.50:1
2009
   10.25:1   10.25:1   10.00:1   9.50:1
2010
   9.50:1   9.25:1   9.00:1   8.75:1

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Fiscal Year   March 31   June 30   September 30   December 31
2011
   8.50:1   8.25:1   8.00:1   7.75:1
2012
   7.50:1   7.50:1   7.00:1   6.75:1
2013
   6.75:1   6.75:1   6.75:1   6.75:1
          (b) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any Test Period (beginning with the Test Period ending on September 30, 2006) to be less than the ratio set forth below opposite the last day of such Test Period:
                 
Fiscal Year   March 31   June 30   September 30   December 31
2006
   —   —   1.10:1   1.10:1
2007
   1.10:1   1.10:1   1.10:1   1.10:1
2008
   1.10:1   1.10:1   1.15:1   1.15:1
2009
   1.15:1   1.15:1   1.15:1   1.20:1
2010
   1.20:1   1.25:1   1.25:1   1.30:1
2011
   1.30:1   1.30:1   1.35:1   1.40:1
2012
   1.55:1   1.60:1   1.65:1   1.70:1
2013
   1.70:1   1.70:1   1.70:1   1.70:1
          Section 7.12. Accounting Changes. Make any change in fiscal quarter or fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal quarter or fiscal year to any other fiscal quarter or fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal quarter or fiscal year.
          Section 7.13. Prepayments, Etc. of Indebtedness. (a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Notes, any Indebtedness incurred under Section 7.03(h)(i)(B), any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents or any Permitted Refinancing of any of the foregoing Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except, so long as no Default shall have occurred and be continuing or would result therefrom, (i) the refinancing thereof with the Net Cash Proceeds of (x) any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if applicable, is permitted pursuant to Section 7.03(h)), to the extent not required to prepay any Loans or Facility pursuant to Section 2.05(b) or (y) any Permitted Holdings Debt, (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary to the extent permitted by the subordination provisions contained in the Intercompany Note and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 7.06(i) and (2) loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by Section 7.06(i), not to exceed the sum of (i) $40,000,000, (ii) the amount of the Net Cash

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Proceeds of Permitted Equity Issuances (other than Permitted Equity Issuances made pursuant to Section 8.05) made after the Closing Date that are Not Otherwise Applied and (iii) if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments) the Total Leverage Ratio is 7.50:1 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.
          (b) Amend, modify or change (x) the subordination provisions of the Senior Subordinated Notes Documentation and any other Junior Financing Documentation (and the component definitions as used therein) or (y) any other term or condition of the Senior Subordinated Notes Documentation and any other Junior Financing Documentation, in the case of this clause (y) in any manner materially adverse to the interests of the Lenders, in any such case without the consent of the Arrangers.
          (c) Designate any Indebtedness (or related interest obligations) as “Designated Senior Debt” (as defined in the Senior Subordinated Notes Indenture) or any similar term (as defined in any Junior Financing Documentation), in each case, except for Obligations of the type described in clause (x) of the definition thereof.
          Section 7.14. Equity Interests of the Borrower and Restricted Subsidiaries. Permit any Domestic Subsidiary that is a Restricted Subsidiary to be (or become) a non-wholly owned Subsidiary, except (i) as a result of or in connection with a dissolution, merger, consolidation or Disposition of a Restricted Subsidiary permitted by Section 7.04, 7.05 or an Investment in any Person permitted under Section 7.02 or (ii) so long as such Restricted Subsidiary continues to be a Guarantor.
          Section 7.15. Holding Company. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence, (iii) the performance of the Loan Documents, the Merger Agreement and the other agreements contemplated by the Merger Agreement, (iv) any public offering of its common stock or any other issuance of its Equity Interests not prohibited by Article 7, and (v) any transaction that Holdings is permitted to enter into or consummate under this Article 7.
          Section 7.16. Capital Expenditures. (a) Make any Capital Expenditure except for Capital Expenditures not exceeding, in the aggregate for the Borrower and the Restricted Subsidiaries during each fiscal year set forth below, the amount set forth opposite such fiscal year:

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Fiscal Year   Amount
2005
   $ 9,000,000  
2006
   $ 9,000,000  
2007
   $ 9,500,000  
2008
   $ 10,000,000  
2009
   $ 10,000,000  
2010
   $ 10,000,000  
2011
   $ 10,000,000  
2012
   $ 10,000,000  
2013
   $ 10,000,000  
; provided that the amount of Capital Expenditures permitted to be made in respect of any fiscal year shall be increased after the consummation of any Permitted Acquisition in an amount equal to 5.0% of the pro forma aggregate consolidated revenues of the Acquired Entity or Business so acquired during the fiscal year of such Acquired Entity or Business beginning after such Permitted Acquisition (such amount, the “Acquired Annual Capital Expenditure Amount”).
          (b) Notwithstanding anything to the contrary contained in clause (a) above, to the extent that the aggregate amount of Capital Expenditures made by the Borrower and the Restricted Subsidiaries in any fiscal year pursuant to Section 7.16(a) is less than the maximum amount of Capital Expenditures permitted by Section 7.16(a) with respect to such fiscal year, the amount of such difference (the “Rollover Amount”) may be carried forward and used to make additional Capital Expenditures in the two immediately succeeding fiscal years to the extent that such Rollover Amount shall not previously have been used to justify an Investment pursuant to Section 7.02(n); provided that Capital Expenditures in any fiscal year shall be counted against the base amount set forth in Section 7.16(a) with respect to such fiscal year prior to being counted against any Rollover Amount available with respect to such fiscal year.
          Section 7.17. KC Divestiture Trust. Notwithstanding anything to the contrary in this Agreement, neither Holdings nor any of the Restricted Subsidiaries shall be permitted to make any Investment in KC Divestiture Trust.
ARTICLE VIII
Events Of Default and Remedies
          Section 8.01. Events of Default. Any of the following shall constitute an Event of Default:
          (a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or
          (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a), 6.05(a) (solely with respect to

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Holdings and the Borrower), 6.17 or Article 7; provided that any Event of Default under Section 7.11 is subject to cure as contemplated by Section 8.05; or
          (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or
          (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or
          (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Agreements, termination events or equivalent events pursuant to the terms of such Swap Agreements), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or
          (f) Insolvency Proceedings, Etc. Any Loan Party or any of the Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or
          (g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of

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the Loan Parties, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or
          (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or
          (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; or
          (j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or
          (k) Change of Control. There occurs any Change of Control; or
          (l) Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the Collateral Documents, (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of Law; or

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          (m) Junior Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable; or
          (n) FCC Licenses. (i) Any FCC License necessary for the conduct of any business or activity at any time conducted by the Borrower or any of the Restricted Subsidiaries shall be revoked, annulled, cancelled or (ii) the FCC takes any action with respect to any FCC License in the case of each of (i) and (ii), the effect of which could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.
          Section 8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:
     (a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
     (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
     (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and
     (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;
provided that upon the occurrence of an actual or deemed entry of an Event of Default under Section 8.01(f) with respect to the Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
          Section 8.03. Exclusion of Immaterial Subsidiaries. Solely for the purpose of determining whether a Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of the Borrower, have assets with a value in excess of 5% of the consolidated total assets of the Borrower and the Restricted

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Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of the Borrower and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).
          Section 8.04. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:
     First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article 3) payable to each of the Administrative Agent and the Collateral Agent in its capacity as such;
     Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.05 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Second payable to them;
     Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;
     Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the termination value under Secured Hedge Obligations and the Cash Management Obligations, ratably among the Lenders and the other Secured Creditors in proportion to the respective amounts described in this clause Fourth held by them;
     Fifth, to the Administrative Agent for the account of the L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;
     Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and
     Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such

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Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.
          Section 8.05. Borrower’s Right to Cure. (a) Notwithstanding anything to the contrary contained in Section 8.01, in the event of any Event of Default under any covenant set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, Holdings or the Borrower may engage in a Permitted Equity Issuance to any of the Equity Investors and apply the amount of the Net Cash Proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such Net Cash Proceeds (i) are actually received by the Borrower (including through capital contribution of such Net Cash Proceeds by Holdings to the Borrower) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cure such Event of Default under Section 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.
          (b) Notwithstanding the provisions of Section 8.05(a), (x) in each period of four fiscal quarters, there shall be at least one (1) fiscal quarter in which no cure set forth in Section 8.05(a) is made and (y) in each period of eight fiscal quarters, there shall be at least four (4) consecutive fiscal quarters in which no cure set forth in Section 8.05(a) is made.
ARTICLE IX
Administrative Agent and Other Agents
          Section 9.01. Appointment and Authorization of Agents. (a) Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall have no duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

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          (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article 9 with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article 9 and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.
          (c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.
          Section 9.02. Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, such sub-agents as shall be deemed necessary by the Administrative Agent and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).
          Section 9.03. Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security

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interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.
          Section 9.04. Reliance by Agents. (a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.
          (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
          Section 9.05. Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article 8; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.
          Section 9.06. Credit Decision; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any

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assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.
          Section 9.07. Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

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          Section 9.08. Agents in their Individual Capacities. DBTCA and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though DBTCA were not the Administrative Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, DBTCA or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, DBTCA shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include DBTCA in its individual capacity.
          Section 9.09. Successor Agents. The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent,” shall mean such successor administrative agent and/or supplemental administrative agent, as the case may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Article 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent by the date which is thirty (30) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, the Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this

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Article 9 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent.
          Section 9.10. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
     (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and
     (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.
          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
          Section 9.11. Collateral and Guaranty Matters. The Lenders irrevocably agree that:
     (a) any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements not yet due and payable, (y) Cash Management Obligations not yet due and payable and (z) contingent indemnification obligations not yet accrued and payable) and the

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expiration or termination of all Letters of Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than Holdings, the Borrower or any other Guarantor, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;
     (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and
     (c) any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder (including as a result of a Guarantor being redesignated as an Unrestricted Subsidiary); provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Subordinated Notes or any other Junior Financing.
          Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.
          Section 9.12. Other Agents; Arrangers and Managers. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “co-syndication agent,” “co-documentation agent”, “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.
          Section 9.13. Appointment of Supplemental Administrative Agents. (a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent

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deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).
          (b) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.
          (c) Should any instrument in writing from the Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.
ARTICLE X
Miscellaneous
          Section 10.01. Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment, modification, supplement or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and each such waiver, amendment, modification, supplement or consent shall be effective only in the specific

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instance and for the specific purpose for which given; provided that no such amendment, modification, supplement, waiver or consent shall:
     (a) extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);
     (b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;
     (c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees (including fees set forth in Section 2.05(a)(iv)) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio, Interest Coverage Ratio or in the component definitions of each thereof shall not constitute a reduction in the rate; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;
     (d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c), 8.04 or 2.13 without the written consent of each Lender directly affected thereby;
     (e) other than in a transaction permitted under Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; or
     (f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;
and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the

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Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) the consent of Lenders holding more than 50% of any Class of Commitments shall be required with respect to any amendment that by its terms adversely affects the rights of such Class in respect of payments hereunder in a manner different than such amendment affects other Classes. Any such wavier and any such amendment, modification or supplement in accordance with the terms of this Section 10.01 shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).
          Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
          In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing of all outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (“Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Rate for such Replacement Term Loans shall not be higher than the Applicable Rate for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.
          Section 10.02. Notices and Other Communications; Facsimile Copies. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other

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communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
     (i) if to the Borrower, the Administrative Agent, an L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and
     (ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuers and the Swing Line Lender.
All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuers and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.
          (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.
          (c) Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
          Section 10.03. No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege

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hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.
          Section 10.04. Attorney Costs, Expenses and Taxes. The Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of White & Case LLP, and (b) to pay or reimburse the Administrative Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of counsel to the Administrative Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees and taxes related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.
          Section 10.05. Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liability related in any way to the Borrower, any Subsidiary or any other Loan Party, or (d) any actual or

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prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
          Section 10.06. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.
          Section 10.07. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of

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each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee, (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.
          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:
     (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;
     (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;
     (C) each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent; and
     (D) the Swing Line Lender; provided that no consent of the Swing Line Lender shall be required for any assignment of a Term Loan or any assignment to an Agent or an Affiliate of an Agent.
     (ii) Assignments shall be subject to the following additional conditions:
     (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of the Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consents, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), (f) or (g) has

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occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
     (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and
     (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
          This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.
          (c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).
          (d) The Administrative Agent, acting solely for this purpose as an agent of the Borrower shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
          (e) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that

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(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.
          (f) Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.
          (g) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
          (h) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the

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lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.
          (i) Notwithstanding anything to the contrary contained herein, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.
          (j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as an L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).
          Section 10.08. Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood

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that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the Borrower), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender or its Affiliates; or (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the Loan Parties received by it from such Lender). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from any Loan Party relating to any Loan Party or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or (ii) is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.
          Section 10.09. Setoff. (a) In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party and its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have.

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          (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO BANK OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED BANKS OR, TO THE EXTENT REQUIRED BY SECTION 10.01 OF THIS AGREEMENT, ALL OF THE BANKS, OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY BANK OR THE ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUIRED BANKS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE BANKS AND THE ADMINISTRATIVE AGENT HEREUNDER.
          Section 10.10. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
          Section 10.11. Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.
          Section 10.12. Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter

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hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.
          Section 10.13. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied (other than Obligations under Secured Hedge Agreements, Cash Management Obligations or contingent indemnification obligations, in any such case, not then due and payable) or any Letter of Credit shall remain outstanding.
          Section 10.14. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
          Section 10.15. Tax Forms. (a) (i) Each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (each, a “Foreign Lender”) shall deliver to the Borrower and the Administrative Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Foreign Lender is entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) or 881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate that establishes in writing to the Borrower and the Administrative Agent that such Foreign Lender is not (i) a “bank” as defined in Section 881(c)(3)(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such Foreign Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as

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shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction.
     (ii) Each Foreign Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Foreign Lender under any of the Loan Documents (for example, in the case of a typical participation by such Foreign Lender), shall deliver to the Borrower and the Administrative Agent on the date when such Foreign Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed completed copies of the forms or statements required to be provided by such Foreign Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Foreign Lender acts for its own account that is not subject to United States withholding tax, and (B) two duly signed completed copies of IRS Form W 8IMY (or any successor thereto), together with any information such Foreign Lender chooses to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Foreign Lender is not acting for its own account with respect to a portion of any such sums payable to such Foreign Lender.
     (iii) The Borrower shall not be required to pay any additional amount or any indemnity payment under Section 3.01 to (A) any Foreign Lender to the extent Taxes are not due but for the failure of such Foreign Lender to satisfy the foregoing provisions of this Section 10.15(a), or (B) any U.S. Lender to the extent Taxes are not due but for the failure of such U.S. Lender to satisfy the provisions of Section 10.15(b); provided that (i) if such Lender shall have satisfied the requirement of this or Section 10.15(b), as applicable, on the date such Lender became a Lender or ceased to act for its own account with respect to any payment under any of the Loan Documents, nothing in this Section 10.15(a) or Section 10.15(b) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the event that, as a result of any change in any applicable Law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender or other Person for the account of which such Lender receives any sums payable under any of the Loan Documents is not subject to withholding or is subject to withholding at a reduced rate and (ii) nothing in this Section 10.15(a) shall relieve the Borrower of its obligation to pay any amounts pursuant to Section 3.01 in the

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event that the requirements of 10.15(a)(ii) have not been satisfied if the Borrower is entitled, under applicable Law, to rely on any applicable forms and statements required to be provided under this Section 10.15 by the Foreign Lender that does not act or has ceased to act for its own account under any of the Loan Documents, including in the case of a typical participation.
     (iv) The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.
          (b) [Reserved].
          Section 10.16. GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
          (b) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, HOLDINGS, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
          Section 10.17. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

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          Section 10.18. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, each Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders, except as permitted by Section 7.04.
          Section 10.19. Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.
          Section 10.20. USA PATRIOT Act. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender to identify the Loan Parties in accordance with the Act.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
         
  CMP SUSQUEHANNA CORP., as the Borrower
 		  
  By:   /s/ Richard S. Denning  
    Name:   Richard S. Denning  
    Title:   Vice President, Secretary & General Counsel  
 
CREDIT AGREEMENT

 

 

         
 

CMP SUSQUEHANNA RADIO HOLDINGS CORP., as a Guarantor
 		  
  By:   /s/ Richard S. Denning  
    Name:   Richard S. Denning  
    Title:   Vice President, Secretary & General Counsel  
 
CREDIT AGREEMENT

 

 

         
  DEUTSCHE BANK TRUST COMPANY AMERICAS, Individually and as Administrative Agent, L/C Issuer and Swing Line Lender
 		  
  By:   /s/ Susan Le Fevre  
    Name:   Susan Le Fevre  
    Title:   Director  
 
     
  By:   /s/ Carin Keegan  
    Name:   Carin Keegan  
    Title:   Vice President  
 
CREDIT AGREEMENT

 

 

         
  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Co-Documentation Agent
 		  
  By:   /s/ Cécile Baker  
    Name:   Cécile Baker  
    Title:   Director  
 
CREDIT AGREEMENT

 

 

         
  GOLDMAN SACHS CREDIT PARTNERS L.P., Individually and as Co-Documentation Agent
 		  
  By:   /s/ WW Archer  
    Name:   William W. Archer  
    Title:   Managing Director  
 
CREDIT AGREEMENT

 

 

         
  SIGNATURE PAGE TO THE CRADIT AGREEMENT, DATED AS OF MAY 5, 2006, CMP SUSQUEHANNA CORP, CMP SUSQUEHANNA RADIO HOLDINGS CORP. VARIOUS FINANCIAL INSTITUTIONS AND DEUTSCHE BANK TRUST COMPANY AMERICA, AS ADMINISTRATIVE AGENT, UBS SECURITIES LLS, AS SYNDICATION AGENT, AND MERRILL LYNCH, PIRECE, FENNER & SMITH INCORPORATED AND GOLDMAN SACHS CRADIT PARTENERS L.P, AS CO- DOCUMENTATION AGENTS  
     
     
     
  UBS LOAN FINANCE LLC:  
     
  By:   /s/ Richard L. Tavrow  
    Name: Richard L. Tavrow  
    Title:   Director  
     
  By:   /s/ Irja R. Otsa  
    Name: Irja R. Otsa  
    Title:   Associate Director  
 

 

 

         
  SIGNATURE PAGE TO THE CRADIT AGREEMENT, DATED AS OF MAY 5, 2006, CMP SUSQUEHANNA CORP, CMP SUSQUEHANNA RADIO HOLDINGS CORP. VARIOUS FINANCIAL INSTITUTIONS AND DEUTSCHE BANK TRUST COMPANY AMERICA, AS ADMINISTRATIVE AGENT, UBS SECURITIES LLS, AS SYNDICATION AGENT, AND MERRILL LYNCH, PIRECE, FENNER & SMITH INCORPORATED AND GOLDMAN SACHS CRADIT PARTENERS L.P, AS CO- DOCUMENTATION AGENTS  
     
     
     
  [NAME OF INSTITUTION]:  
     
  GENERAL ELECTRIC CAPITAL CORPORATION  
     
  By:   /s/ Karl Kieffer  
    Name:         KARL KIEFFER  
    Title:           DULY AUTHORIZED SIGNATORY  
 

 

 

         
  SIGNATURE PAGE TO THE CRADIT AGREEMENT, DATED AS OF MAY 5, 2006, CMP SUSQUEHANNA CORP, CMP SUSQUEHANNA RADIO HOLDINGS CORP. VARIOUS FINANCIAL INSTITUTIONS AND DEUTSCHE BANK TRUST COMPANY AMERICA, AS ADMINISTRATIVE AGENT, UBS SECURITIES LLS, AS SYNDICATION AGENT, AND MERRILL LYNCH, PIRECE, FENNER & SMITH INCORPORATED AND GOLDMAN SACHS CRADIT PARTENERS L.P, AS CO-DOCUMENTATION AGENTS  
     
     
     
  [NAME OF INSTITUTION]:  
     
       BANK OF AMERICA, N.A.  
     
  By:   /s/ [ILLEGIBLE]  
    Name:      
    Title:      
 

 

EX-10.2 84 g05435exv10w2.htm EX-10.2 GUARANTEE AGREEMENT EX-10.2 GUARANTEE AGREEMENT
 

EXHIBIT 10.2
GUARANTEE AGREEMENT
dated as of
May 5, 2006,
among
CMP SUSQUEHANNA RADIO HOLDINGS CORP.,
CMP SUSQUEHANNA CORP.,
THE SUBSIDIARIES OF CMP SUSQUEHANNA CORP.
IDENTIFIED HEREIN
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent

 

 

Table of Contents
                 
            Page
ARTICLE I Definitions     2  
 
                
 
  Section 1.01.   Credit Agreement     2  
 
  Section 1.02.   Other Defined Terms     3  
 
                
ARTICLE II Guarantee     3  
 
                
 
  Section 2.01.   Guarantee     3  
 
  Section 2.02.   Guarantee of Payment     4  
 
  Section 2.03.   No Limitations     4  
 
  Section 2.04.   Reinstatement     5  
 
  Section 2.05.   Agreement To Pay; Subrogation     5  
 
  Section 2.06.   Information     5  
 
                
ARTICLE III Indemnity, Subrogation and Subordination     5  
 
                
 
  Section 3.01.   Indemnity and Subrogation     5  
 
  Section 3.02.   Contribution and Subrogation     6  
 
  Section 3.03.   Subordination     7  
 
                
ARTICLE IV Miscellaneous     7  
 
                
 
  Section 4.01.   Notices     7  
 
  Section 4.02.   Waivers; Amendment     7  
 
  Section 4.03.   Administrative Agent’s Fees and Expenses; Indemnification     8  
 
  Section 4.04.   Successors and Assigns     9  
 
  Section 4.05.   Survival of Agreement     9  
 
  Section 4.06.   Counterparts; Effectiveness; Several Agreement     9  
 
  Section 4.07.   Severability     10  
 
  Section 4.08.   Right of Set-Off     10  
 
  Section 4.09.   Governing Law; Jurisdiction; Consent to Service of Process     10  
 
  Section 4.10.   WAIVER OF JURY TRIAL     11  
 
  Section 4.11.   Headings     11  
 
  Section 4.12.   Obligations Absolute     11  
 
  Section 4.13.   Termination or Release     12  
 
  Section 4.14.   Additional Restricted Subsidiaries     12  
 
  Section 4.15.   Recourse     13  
 
  Section 4.16.   Limitation on Guaranteed Obligations     13  
 
                
SCHEDULES        
 
  Schedule 1   -      Subsidiary Roles        
 
                
EXHIBITS        
 
  Exhibit 1   -      Form of Guarantee Supplement        

 

 

     GUARANTEE AGREEMENT dated as of May 5, 2006 among CMP SUSQUEHANNA RADIO HOLDINGS CORP. (“Holdings”), CMP SUSQUEHANNA CORP. (the “Borrower”), the Subsidiaries of the Borrower identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent.
     Reference is made to the Credit Agreement dated as of May 5, 2006 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, UBS Securities LLC, as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents.
     The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement, the Hedge Banks have agreed to enter into and/or maintain one or more Secured Hedge Agreements on the terms and conditions set forth therein and the Cash Management Banks have agreed to provide and/or maintain Cash Management Services on the terms and conditions agreed upon by the Borrower or the respective Restricted Subsidiary and such Cash Management Bank. The obligations of the Lenders to extend such credit, the obligation of the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the obligation of the Cash Management Banks to provide and/or maintain Cash Management Services are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Guarantor. Holdings, the Borrower and the Subsidiary Parties are affiliates of one another, will derive substantial benefits from (i) the extensions of credit to the Borrower pursuant to the Credit Agreement, (ii) the entering into and/or maintaining by the Hedge Banks of Secured Hedge Agreements with the Borrower and/or one or more of its Restricted Subsidiaries and (iii) the providing and/or maintaining of Cash Management Services by the Cash Management Banks to the Borrower and/or one or more of its Restricted Subsidiaries, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit, the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the Cash Management Banks to provide and/or maintain such Cash Management Services.
     Accordingly, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Secured Parties and hereby covenants and agrees with each other Guarantor and the Administrative Agent for the benefit of the Secured Parties as follows:
ARTICLE I
Definitions
     Section 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement.
     (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

 

 

     Section 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
     “Agreement” means this Guarantee Agreement.
     “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.
     “FCC” means the Federal Communications Commission.
     “Guarantee Agreement Supplement” means an instrument substantially in the form of Exhibit I hereto.
     “Guaranteed Obligations” mean the “Obligations” as defined in the Credit Agreement.
     “Guaranteed Party” means Holdings, the Borrower, each Subsidiary Guarantor and each Restricted Subsidiary of the Borrower party to any Secured Hedge Agreement.
     “Guarantor” means each of Holdings, the Borrower and each Subsidiary Party.
     “Secured Credit Document” shall mean each Loan Document, each Secured Hedge Agreement and any agreement evidencing any Cash Management Obligation.
     “Secured Parties” means, collectively, the Administrative Agent, the Colateral Agent, the Lenders, the Hedge Banks the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.
     “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.
ARTICLE II
Guarantee
     Section 2.01. Guarantee. Each Guarantor irrevocably, absolutely and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Guaranteed Obligations, in each case, whether such Guaranteed Obligations are now existing or hereafter incurred under, arising out of or in connection with any Secured Credit Document. Each of the Guarantors further agrees that the Guaranteed Obligations may be extended, increased or renewed, in whole or in part, without notice to, or further assent from such Guarantor, and that such Guarantor will remain bound upon its guarantee notwithstanding any extension, increase or renewal of any Guaranteed Obligation. Each of the Guarantors waives presentment to, demand of payment from, and protest to, the applicable Guaranteed Party or any

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other Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.
     Section 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Guaranteed Obligations, or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of any Guaranteed Party or any other Person.
     Section 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 4.13, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Secured Credit Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Secured Credit Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of any security held by the Collateral Agent (as defined in the Security Agreement) or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Guaranteed Obligations). Each Guarantor expressly authorizes the applicable Secured Parties to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations all without affecting the obligations of any Guarantor hereunder.
     (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of any defense of the Borrower of any other Guaranteed Party or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guaranteed Party, other than the indefeasible payment in full in cash of all the Guaranteed Obligations. The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents and subject to any required prior approval of the FCC, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations make any other accommodation with the Borrower or any other Guaranteed Party or exercise any other right or remedy available to them against the Borrower or any other Guaranteed Party, without affecting or impairing in any way the liability

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of any Guarantor hereunder except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guaranteed Party, as the case may be, or any security.
     Section 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization of the Borrower or any other Guaranteed Party or otherwise.
     Section 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Guaranteed Party to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guaranteed Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.
     Section 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.
ARTICLE III
Indemnity, Subrogation and Subordination
     Section 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), each Guaranteed Party agrees that in the event a payment shall be made by any Guarantor under this Agreement on account of any Obligation owed directly by such Guaranteed Party (i.e., other than any obligation arising under this Agreement), such Guaranteed Party shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.

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     Section 3.02. Contribution and Subrogation. At any time a payment by any Subsidiary Party in respect of the Guaranteed Obligations is made under this Agreement that shall not have been fully indemnified as provided in Section 3.01, the right of contribution of each Subsidiary Party against each other Subsidiary Party shall be determined as provided in the immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which an unreimbursed payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Agreement. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that all contribution rights of such Subsidiary Party shall be subject to Section 3.03. As used in this Section 3.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair saleable value of such Subsidiary Party’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Agreement or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party that is released from this Agreement pursuant to Section 4.13 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 3.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent that after giving effect to such waiver such Subsidiary Party would remain solvent, in the determination of the Required Lenders.

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     Section 3.03. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Guaranteed Obligations; provided, that if any amount shall be paid to such Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with Section 8.04 of the Credit Agreement. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.
ARTICLE IV
Miscellaneous
     Section 4.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.
     Section 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Secured Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Secured Parties hereunder and under the other Secured Credit Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.
     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

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     (c) Each Guarantor hereby acknowledges and affirms that it understands that to the extent the Guaranteed Obligations are secured by real property located in the State of California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding foreclosure on such real property by trustee sale or any other reason impairing such Guarantor’s or any Secured Party’s right to proceed against the Borrower or any other guarantor of the Guaranteed Obligations.
     (d) Each Guarantor hereby waives, to the fullest extent permitted by applicable law, all rights and benefits under Sections 580a, 580b, 580d and 726 of the California Code of Civil Procedure. Each Guarantor hereby further waives, to the fullest extent permitted by applicable law, without limiting the generality of the foregoing or any other provision hereof, all rights and benefits which might otherwise be available to such Guarantor under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2846, 2847, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code.
     (e) Each Guarantor waives its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including, without limitation, (1) any defenses such Guarantor may have to this Guaranty by reason of an election of remedies by the Secured Parties and (2) any rights or defenses such Guarantor may have by reason of protection afforded to the Borrower pursuant to the antideficiency or other laws of California limiting or discharging the Borrower’s indebtedness, including, without limitation, Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor hereby waives all rights and defenses arising out of an election of remedies of the Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure destroys such Guarantor’s rights of subrogation and reimbursement against a Borrower by the operation of Section 580d of the California Code of Civil Procedure or otherwise.
     (f) Each Guarantor warrants and agrees that each of the waivers set forth above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.
     Section 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.
     (b) Without limitation of its indemnification obligations under the other Secured Credit Documents, each Guarantor jointly and severally agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery, performance or enforcement of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreements or instruments contemplated hereby, whether or not any

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Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.
     (c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations secured by the Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Secured Credit Document, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Secured Credit Document, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within ten days of written demand therefor.
     Section 4.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.
     Section 4.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Guaranteed Parties in the Secured Credit Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Secured Credit Document shall be considered to have been relied upon by the relevant Secured Parties and shall survive the execution and delivery of the relevant Secured Credit Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that the Administrative Agent, any L/C Issuer, any Lender or any other Secured Party may have had notice or knowledge of any Default or default under any other Secured Credit Document or any incorrect representation or warranty at the time any credit is extended under any Secured Credit Document, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.
     Section 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or

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transfer its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.
     Section 4.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
     Section 4.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Guaranteed Party, any such notice being waived by the Borrower and each other Guaranteed Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 4.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.
     Section 4.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.
     (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other

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manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any L/C Issuer, any Lender or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor, or its properties in the courts of any jurisdiction.
     (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
     (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 4.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
     Section 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.
     Section 4.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
     Section 4.12. Obligations Absolute. All rights of the Administrative Agent hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any other Secured Hedge Agreement, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, any other Secured Hedge Agreement or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any portion of the Guaranteed

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Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Guaranteed Obligations or this Agreement.
     Section 4.13. Termination or Release. (a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when all the outstanding Guaranteed Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.
     (b) A Subsidiary Party shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.
     (c) In connection with any termination or release pursuant to paragraph (a) or (b), the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.13 shall be without recourse to or warranty by the Administrative Agent.
     (d) At any time that the Borrower desires that the Administrative Agent take any of the actions described in immediately preceding paragraph (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Subsidiary Party is permitted pursuant to paragraph (a) or (b). The Administrative Agent shall have no liability whatsoever to any Secured Party as the result of any release of any Subsidiary Party by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.13.
     (e) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be guaranteed pursuant to this Agreement only to the extent that, and for so long, the other Guaranteed Obligations are so guaranteed and (ii) any release of a Guarantor effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.
     Section 4.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming a Restricted Subsidiaries. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guarantee Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder.

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The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.
     Section 4.15. Recourse. This Agreement is made with full recourse to each Guarantor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of such Guarantor contained herein, in the Loan Documents and the other Secured Credit Documents and otherwise in writing in connection herewith or therewith.
     Section 4.16. Limitation on Guaranteed Obligations. Each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby confirms that it is its intention that this Agreement not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Laws (including the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law). To effectuate the foregoing intention, each Guarantor that is a Subsidiary Party and each Secured Party (by its acceptance of the benefits of this Agreement) hereby irrevocably agrees that the Guaranteed Obligations owing by such Guarantor under this Agreement shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such Debtor Relief Laws (it being understood that it is the intention of the parties to this Agreement and the parties to any guaranty of the Senior Subordinated Notes that, to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of the Senior Subordinated Notes shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor hereunder and with respect to the Senior Subordinated Notes that its guarantee of amounts owing in respect of the Senior Subordinated Notes shall first be reduced) and after giving effect to any rights to contribution and/or subrogation pursuant to any agreement providing for an equitable contribution and/or subrogation among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Notwithstanding the provisions of the two preceding sentences, as between the Secured Parties and the holders of the Senior Subordinated Notes, it is agreed (and the provisions of the Senior Subordinated Note Indenture so provide) that any diminution (whether pursuant to court decree or otherwise) of any Guarantor’s obligation to make any distribution or payment pursuant to this Agreement shall have no force or effect for purposes of the subordination provisions contained in the Senior Subordinated Note Indenture, and that any payments received in respect of a Guarantor’s obligations with respect to the Senior Subordinated Notes shall be turned over to the holders of the “Senior Indebtedness” (as defined in the Senior Subordinated Note Indenture) (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) of such Guarantor (which Senior Indebtedness shall be calculated as if there were no diminution thereto pursuant to this Section 4.16 or for any other reason other than the indefeasible payment in full in cash of the respective obligations which would otherwise have constituted Senior Indebtedness) until all such Senior Indebtedness (or obligations which would have constituted Senior Indebtedness if same had not been reduced or disallowed) has been indefeasibly paid in full in cash.

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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
     
 
  CMP SUSQUEHANNA RADIO HOLDINGS
 
  CORP.
 
  CMP SUSQUEHANNA CORP.
 
  SUSQUEHANNA PFALTZGRAFF CO.
 
  SUSQUEHANNA MEDIA CO.
 
  SUSQUEHANNA RADIO CORP.
 
  WSBA LICO, INC.
 
  WVAE LICO, INC.
 
  WNNX LICO, INC.
 
  RADIO CINCINNATI, INC.
 
  WRRM LICO, INC.
 
  RADIO INDIANAPOLIS, INC.
 
  WFMS LICO, INC.
 
  INDIANAPOLIS RADIO LICENSE CO.
 
  INDY LICO, INC.
 
  RADIO METROPLEX, INC.
 
  RADIO SAN FRANCISCO, INC.
 
  KFFG LICO, INC.
 
  KRBE BROADCASTING, INC.
 
  KRBE RADIO, INC.
 
  KRBE LICO, INC.
 
  BAY AREA RADIO CORP.
 
  KNBR INC.
 
  KNBR LICO, INC.
 
  KPLX LICO, INC.
 
  KLIF BROADCASTING, INC.
 
  KLIF LICO, INC.
 
  KPLX RADIO, INC.
 
  KLIF RADIO, INC.
 
  TEXAS STAR RADIO, INC.
 
  SUNNYSIDE COMMUNICATIONS, INC.
 
  S.C.I. BROADCASTING, INC.
 
  SUSQUEHANNA RADIO SERVICES, INC.
 
  SUSQUEHANNA LICENSE CO., LLC
 
  KRBE LIMITED PARTNERSHIP
 
  CMP KC CORP.
 
  CMP HOUSTON-KC, LLC
         
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
  Title:   Chairman, President, and Chief Financial
Officer

 

 

             
    DEUTSCHE BANK TRUST COMPANY
     AMERICAS, as Administrative Agent
 
            
 
  By:   /s/ Susan Le Fevre    
 
           
 
      Title: Director    
 
            
 
         
 
  By:   /s/ Carin Keegan    
 
           
 
      Title: Vice President    

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    KLIF BROADCASTING LIMITED PARTNERSHIP
 
            
 
  By:   KLIF Radio, Inc., its General Partner    
 
            
 
  By:   /s/ Lewis W. Dickey, Jr.    
 
      Name:  Lewis W. Dickey, Jr.    
 
      Title:    Chairman, President &
             Chief Executive Officer		    
GUARANTEE AGREEMENT

 

 

             
    KPLX LIMITED PARTNERSHIP
 
            
 
  By:   KPLX Radio, Inc., its General Partner    
 
            
 
  By:   /s/ Lewis W. Dickey, Jr.    
 
      Name:  Lewis W. Dickey, Jr.    
 
      Title:    Chairman, President &
             Chief Executive Officer		    
GUARANTEE AGREEMENT

 

 

             
    KRBE LIMITED PARTNERSHIP
 
            
 
  By:   KRBE Radio, Inc., its General Partner    
 
            
 
  By:   /s/ Lewis W. Dickey, Jr.    
 
      Name:  Lewis W. Dickey, Jr.    
 
      Title:    Chairman, President &
             Chief Executive Officer		    
GUARANTEE AGREEMENT

 

 

SCHEDULE I to the
Guarantee Agreement
SUBSIDIARY PARTIES

 

 

EXHIBIT I to the
Guarantee Agreement
     SUPPLEMENT NO. ___dated as of [l], to the Guarantee Agreement dated as of May 5, 2006, among CMP SUSQUEHANNA RADIO HOLDINGS CORP. (“Holdings”), CMP SUSQUEHANNA CORP. (the “Borrower”), the Subsidiaries of the Borrower identified therein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent.
     A. Reference is made to (i) the Credit Agreement dated as of May 5, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, (ii) each Secured Hedge Agreement (as defined in the Credit Agreement) and (iii) the Cash Management Obligations (as defined in the Credit Agreement).
     B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guarantee Agreement referred to therein.
     C. The Guarantors have entered into the Guarantee Agreement in order to induce (x) the Lenders to make Loans and the L/C Issuers to issue Letters of Credit, (y) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (z) the Cash Management Banks to provide Cash Management Services. Section 4.14 of the Guarantee Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Guarantee Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.
     Accordingly, the Administrative Agent and the New Subsidiary agree as follows:
     Section 1. In accordance with Section 4.14 of the Guarantee Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party and Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it as a Subsidiary Party and Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a “Guarantor” in the Guarantee Agreement shall be deemed to include the New Subsidiary. The Guarantee Agreement is hereby incorporated herein by reference.
     Section 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
     Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of

 

 

Exhibit I
Page 2
which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Administrative Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.
     Section 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in full force and effect.
     Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
     Section 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
     Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guarantee Agreement.
     Section 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

 

 

     IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Guarantee Agreement as of the day and year first above written.
             
    [NAME OF NEW SUBSIDIARY]
 
            
 
  By:        
 
           
 
      Name:    
 
      Title:    
 
            
 
  By:        
 
           
 
      Name:    
 
      Title:    

 

 

             
    DEUTSCHE BANK TRUST COMPANY
     AMERICAS, as Administrative Agent
 
  By:        
 
           
 
      Name:    
 
      Title:    

 

EX-10.3 85 g05435exv10w3.htm EX-10.3 SECURITY AGREEMENT EX-10.3 SECURITY AGREEMENT
 

EXHIBIT 10.3
 
SECURITY AGREEMENT
dated as of
May 5, 2006
among
CMP SUSQUEHANNA RADIO HOLDINGS CORP.,
CMP SUSQUEHANNA CORP.,
THE SUBSIDIARIES OF CMP SUSQUEHANNA CORP.
IDENTIFIED HEREIN
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent
 

 

 

Table of Contents
         
    Page
ARTICLE I Definitions
     1  
 
        
Section 1.01. Credit Agreement
     1  
Section 1.02. Other Defined Terms
     2  
 
        
ARTICLE II Pledge of Securities
     3  
 
        
Section 2.01. Pledge
     3  
Section 2.02. Delivery of the Pledged Collateral
     4  
Section 2.03. Representations, Warranties and Covenants
     5  
Section 2.04. Certification of Limited Liability Company and Limited Partnership Interests
     6  
Section 2.05. Registration in Nominee Name; Denominations
     6  
Section 2.06. Voting Rights; Dividends and Interest
     6  
Section 2.07. Collateral Agent Not a Partner or Limited Liability Company Member
     8  
 
        
ARTICLE III Security Interests in Personal Property
     9  
 
        
Section 3.01. Security Interest
     9  
Section 3.02. Representations and Warranties
     11  
Section 3.03. Covenants
     12  
Section 3.04. Other Actions
     14  
 
        
ARTICLE IV Remedies
     15  
 
        
Section 4.01. Remedies Upon Default
     15  
Section 4.02. Application of Proceeds
     17  
 
        
ARTICLE V Indemnity, Subrogation and Subordination
     17  
 
        
Section 5.01. Indemnity
     17  
Section 5.02. Contribution and Subrogation
     18  
Section 5.03. Subordination
     19  
 
        
ARTICLE VI Miscellaneous
     19  
 
        
Section 6.01. Notices
     19  
Section 6.02. Waivers; Amendment
     19  
Section 6.03. Collateral Agent’s Fees and Expenses; Indemnification
     20  
Section 6.04. Successors and Assigns
     20  
Section 6.05. Survival of Agreement
     20  
Section 6.06. Counterparts; Effectiveness; Several Agreement
     21  
Section 6.07. Severability
     21  
Section 6.08. Right of Set-Off
     21  
Section 6.09. Governing Law; Jurisdiction; Consent to Service of Process
     22  
Section 6.10. WAIVER OF JURY TRIAL
     22  
Section 6.11. Headings
     23  
Section 6.12. Security Interest Absolute
     23  
Section 6.13. Termination or Release
     23  

(i) 

 

Table of Contents
(continued)
         
    Page
Section 6.14. Additional Restricted Subsidiaries
     24  
Section 6.15. Collateral Agent Appointed Attorney-in-Fact
     24  
Section 6.16. General Authority of the Collateral Agent
     25  
Section 6.17. Recourse; Limited Obligations
     25  
         
SCHEDULES
        
 
        
Schedule I
  -   Subsidiary Parties
Schedule II
  -   Pledged Equity; Pledged Debt
Schedule III
  -   Commercial Tort Claims
 
        
EXHIBITS
        
 
        
Exhibit I
  -   Form of Security Agreement Supplement
Exhibit II
  -   Form of Perfection Certificate

(ii) 

 

          SECURITY AGREEMENT dated as of May 5, 2006, among CMP SUSQUEHANNA RADIO HOLDINGS CORP. (“Holdings”), CMP SUSQUEHANNA CORP. (the “Borrower”), the Subsidiaries of the Borrower identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties (as defined below).
          Reference is made to (i) the Credit Agreement dated as of May 5, 2006 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, UBS Securities LLC, as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents, (ii) each Guaranty (as defined in the Credit Agreement), (iii) each Secured Hedge Agreement (as defined in the Credit Agreement) and (iv) the Cash Management Obligations (as defined in the Credit Agreement).
          The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement, the Hedge Banks have agreed to enter into and/or maintain one or more Secured Hedge Agreements on the terms and conditions set forth therein and the Cash Management Banks have agreed to provide and/or maintain Cash Management Services on the terms and conditions agreed upon by the Borrower or the respective Restricted Subsidiary and the respective Cash Management Bank. The obligations of the Lenders to extend such credit, the obligation of the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements and the obligation of the Cash Management Bank to provide and/or maintain Cash Management Services are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Grantor. Holdings, the Borrower and the Subsidiary Parties are affiliates of one another, will derive substantial benefits from (i) the extensions of credit to the Borrower pursuant to the Credit Agreement, (ii) the entering into and/or maintaining by the Hedge Banks of Secured Hedge Agreements with the Borrower and/or one or more of its Restricted Subsidiary and (iii) the providing and/or maintaining of Cash Management Services by the Cash Management Banks to the Borrower and/or one or more of its Restricted Subsidiaries, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit, the Hedge Banks to enter into and maintain such Secured Hedge Agreements and the Cash Management Banks to provide and/or maintain such Cash Management Services. Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
          Section 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

 

 

     (b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.
          Section 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
          “Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.
          “Agreement” means this Security Agreement.
          “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).
          “Bankruptcy Event of Default” shall mean any Event of Default under Section 8.01(f) of the Credit Agreement.
          “Cash Collateral Account” shall mean a non-interest bearing cash collateral account maintained with, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Parties.
          “Collateral” means the Article 9 Collateral and the Pledged Collateral.
          “Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.
          “FCC” means the Federal Communications Commission.
          “General Intangibles” has the meaning provided in Article 9 of the New York UCC and shall in any event include all chooses in action and causes of action and all other intangible personal property of every kind and nature now owned or hereafter acquired by any Grantor, as the case may be, including corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts; provided that the term “General Intangibles” shall not include any intellectual property and related assets subject to the Intellectual Property Security Agreement.
          “Grantor” means each of Holdings, the Borrower and each Subsidiary Party.
          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.
          “Perfection Certificate” means a certificate substantially in the form of Exhibit II, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by the chief financial officer and the chief legal officer of the Borrower.
          “Permit” has the meaning provided in the Credit Agreement.

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          “Pledged Collateral” has the meaning assigned to such term in Section 2.01.
          “Pledged Debt” has the meaning assigned to such term in Section 2.01.
          “Pledged Equity” has the meaning assigned to such term in Section 2.01.
          “Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.
          “Secured Credit Document” means each Loan Document, each Secured Hedge Agreement and any agreement evidencing any Cash Management Obligations.
          “Secured Obligations” means the “Obligations” as defined in the Credit Agreement; it being acknowledged and agreed that the term “Secured Obligations” as used herein shall include each extension of credit under the Credit Agreement and all obligations of the Borrower and/or its Restricted Subsidiaries under the Secured Hedge Agreements and all Cash Management Obligations, in each case, whether outstanding on the date of this Agreement or extended from time to time after the date of this Agreement.
          “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each L/C Issuer, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c) of the Credit Agreement.
          “Security Agreement Supplement” means an instrument substantially in the form of Exhibit I hereto.
          “Security Interest” has the meaning assigned to such term in Section 3.01(a).
          “Subsidiary Parties” means (a) the Restricted Subsidiaries identified on Schedule I and (b) each other Restricted Subsidiary that becomes a party to this Agreement as a Subsidiary Party after the Closing Date.
ARTICLE II
Pledge of Securities
          Section 2.01. Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule II and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (B) Equity Interests of Unrestricted Subsidiaries (until such time as any Unrestricted Subsidiary becomes a Restricted

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Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (B) shall no longer apply to the Equity Interests of such Subsidiary), (C) Equity Interests of any Subsidiary of a Foreign Subsidiary, (D) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement; provided that the Equity Interests of any such Subsidiary shall cease to be excluded by this clause (D) if such secured Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured Indebtedness, as applicable, (E) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Borrower and (F) specifically identified Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders; (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule II, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of, and Security Entitlements in, any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).
          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the applicable Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.
          Section 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.
     (b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount equal to or in excess of $2,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof.
     (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property

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comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.
          Section 2.03. Representations, Warranties and Covenants. Holdings and the Borrower jointly and severally represent, warrant and covenant, as to themselves and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:
     (a) Schedule II correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee Requirement;
     (b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than Holdings or a Subsidiary of Holdings, to the best of Holdings’ and the Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof;
     (c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) nonconsensual Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) nonconsensual Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however, arising, of all Persons whomsoever;
     (d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally and except as described in the Perfection Certificate, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale

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or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;
     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;
     (f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);
     (g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and first-priority perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations, subject only to any nonconsensual Lien permitted pursuant to Section 7.01 of the Credit Agreement; and
     (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.
          Section 2.04. Certification of Limited Liability Company and Limited Partnership Interests. Each certificate representing an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 shall be physically delivered to the Collateral Agent and endorsed to the Collateral Agent or endorsed in blank.
          Section 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral Agent shall give the Borrower notice of its intent to exercise such rights, subject to any required prior approval of the FCC, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement; provided that, notwithstanding the foregoing, if a Bankruptcy Event of Default shall have occurred and be continuing, subject to any required prior FCC approval, the Collateral Agent shall not be required to give the notice referred to above in order to exercise the rights described above.
          Section 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the Borrower that the rights of the Grantors under this Section 2.06 are being suspended:
     (i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the

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Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement or any other Secured Credit Document or the ability of the Secured Parties to exercise the same.
     (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.
     (iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities, to the extent (and only to the extent) that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the applicable Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).
     (b) Upon the occurrence and during the continuance of an Event of Default, after any required FCC approval, and after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent

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in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 in the absence of an Event of Default and that remain in such account.
     (c) Upon the occurrence and during the continuance of an Event of Default, after any required FCC approval, and after the Collateral Agent shall have notified the Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.
     (d) Any notice given by the Collateral Agent to the Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. Notwithstanding anything to the contrary contained in Section 2.06(a), (b) or (c), if a Bankruptcy Event of Default shall have occurred and be continuing, and after any required FCC approval, the Collateral Agent shall not be required to give any notice referred to in said Section in order to exercise any of its rights described in such Section, and the suspension of the rights of each of the Grantors under each such Section shall be automatic upon the occurrence of such Bankruptcy Event of Default.
          Section 2.07. Collateral Agent Not a Partner or Limited Liability Company Member. Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership and neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent shall become the absolute owner of Pledged Equity consisting of a limited liability company interest

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or a partnership interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
ARTICLE III
Security Interests in Personal Property
          Section 3.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including each Guaranty, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):
     (i) all Accounts;
     (ii) all Chattel Paper;
     (iii) all Documents;
     (iv) all Equipment;
     (v) all General Intangibles and Permits;
     (vi) all Instruments;
     (vii) all Inventory;
     (viii) all Investment Property;
     (ix) all books and records pertaining to the Article 9 Collateral;
     (x) all Goods;
     (xi) all Letter-of-Credit Rights;
     (xii) all Commercial Tort Claims described on Schedule III from time to time;
     (xiii) the Cash Collateral Account (and all cash, securities and other investments deposited therein);
     (xiv) all Supporting Obligations;
     (xv) all Security Entitlements in any or all of the foregoing; and

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     (xvi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;
provided that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) motor vehicles the perfection of a security interest in which is excluded from the UCC in the relevant jurisdiction, (B) any Equity Interests in any Unrestricted Subsidiary (until such time any Unrestricted Subsidiary becomes a Restricted Subsidiary in accordance with the Credit Agreement, at which time, and without further action, this clause (B) shall no longer apply to the Equity Interests of such Subsidiary), (C) any Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Credit Agreement; provided that the Equity Interests of any such Subsidiary shall cease to be excluded by this clause (C) if such secured Indebtedness is repaid or becomes unsecured or if such Subsidiary ceases to Guarantee such secured Indebtedness, as applicable, (D) more than 65% of the issued and outstanding Equity Interests of any Foreign Subsidiary, (E) any specifically identified asset with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a security interest is excessive in view of the benefits to be obtained by the Lenders or (F) any General Intangible, Investment Property, Permit or other such rights of a Grantor arising under any contract, lease, instrument, license (including FCC Licenses, in which a security interest is prohibited by applicable law), or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein are not negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided however, that the limitation set forth in clause (F) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent, use commercially reasonable efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent reasonably determines to be material.
          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a

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financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.
     (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.
          Section 3.02. Representations and Warranties. Holdings and the Borrower jointly and severally represent and warrant, as to themselves and the other Grantors, to the Collateral Agent and the Secured Parties that:
     (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.
     (b) The Perfection Certificate has been duly prepared, completed, executed and delivered to the Collateral Agent and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material aspects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the applicable Grantor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

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     (c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than (i) any nonconsensual Lien that is expressly permitted pursuant to Section 7.01 of the Credit Agreement and has priority as a matter of law and (ii) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.
     (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.
     (e) All Commercial Tort Claims of each Grantor in existence on the date of this Agreement (or on the date upon which such Grantor becomes a party to this Agreement) are described on Schedule III hereto.
          Section 3.03. Covenants. (a) The Borrower agrees to promptly notify the Collateral Agent in writing of any change (i) in the legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, (iii) in the jurisdiction of organization of any Grantor, (iv) the Location of any Grantor or (v) the organizational identification number of any Grantor. In addition, if any Grantor does not have an organizational identification number on the Closing Date (or the date such Grantor becomes a party to this Agreement) and later obtains one, the Borrower shall promptly thereafter notify the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interests (and the priority thereof) of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect.
     (b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.
     (c) Each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01 of the Credit Agreement, the Borrower shall deliver to the Collateral Agent a certificate executed by the chief financial

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officer and the chief legal officer of the Borrower setting forth the information required pursuant to Schedules 1(a), 1(c), 1(e), 1(f) and 2(b) of the Perfection Certificate or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 3.03(c).
     (d) The Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith. If any amount payable under or in connection with any of the Article 9 Collateral that equals or exceeds $2,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent.
     (e) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral in each of the foregoing cases to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.
     (f) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person the value of which equals or exceeds $5,000,000 to secure payment and performance of an Account, such Grantor shall promptly assign such security interest to the Collateral Agent for the benefit of the applicable Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.
     (g) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the

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terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.
          Section 3.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:
     (a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount equal to or in excess of $2,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.
     (b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities

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intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.
     (c) Commercial Tort Claims. If any Grantor shall at any time after the date of this Agreement acquire a Commercial Tort Claim in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of $5,000,000 or more, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor and provide supplements to Schedule III describing the details thereof and shall grant to the Collateral Agent a security interest therein and in the proceeds thereof, all upon the terms of this Agreement.
     (d) Letter of Credit Rights. If any Grantor is at any time a beneficiary under a letter of credit with a stated amount of $5,000,000 or more, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, such Grantor shall, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, use its reasonable best efforts to (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under such letter of credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such letter of credit, with the Collateral Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be applied as provided in this Agreement after the occurrence and during the continuance of an Event of Default.
ARTICLE IV
Remedies
          Section 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured Obligations, as applicable, under the Uniform Commercial Code or other applicable law, subject to any required prior approval of the FCC, and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and

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other Collateral to the payment of any and all Secured Obligations in the manner provided in Section 4.02 of this Agreement; and (v) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
          The Collateral Agent shall give the applicable Grantors ten (10) days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor

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shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.
          Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the Borrower of its intent to exercise such rights (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within ten (10) days of demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.
          Section 4.02. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in accordance with Section 8.04 of the Credit Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. It is understood and agreed that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.
ARTICLE V
Indemnity, Subrogation and Subordination
          Section 5.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), each Guarantor Party (as defined in the Guaranty) agrees that, in the event any assets of any Grantor

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that is a Subsidiary Party shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an Obligation owing directly by such Guaranteed Party to any Secured Party (i.e., other than pursuant to its capacity as a Guarantor under the Guaranty), such Guaranteed Party shall indemnify such Grantor in an amount equal to the fair market value of the assets so sold.
          Section 5.02. Contribution and Subrogation. At any time a payment by any Subsidiary Party in respect of the Secured Obligations is made under this Agreement or any other Collateral Document as a result of a sale of assets by such Subsidiary Party that shall not have been fully indemnified as provided in Section 5.01, the right of contribution of each Subsidiary Party against each other Subsidiary Party shall be determined as provided in the immediately succeeding sentence, with the right of contribution of each Subsidiary Party to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Secured Obligations under this Agreement and not indemnified pursuant to Section 5.01. At any time that a Relevant Payment is made by a Subsidiary Party that results in the aggregate payments made by such Subsidiary Party in respect of the Secured Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Party’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Parties in respect of the Secured Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Party shall have a right of contribution against each other Subsidiary Party who has made payments in respect of the Secured Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Party’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Parties in respect of the Secured Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Subsidiary Party and the denominator of which is the Aggregate Excess Amount of all Subsidiary Parties multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Party. A Subsidiary Party’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that the contribution rights of such Subsidiary Party shall be subject to Section 5.03. As used in this Section 5.02: (i) each Subsidiary Party’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Party by (y) the aggregate Adjusted Net Worth of all Subsidiary Parties; (ii) the “Adjusted Net Worth” of each Subsidiary Party shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Party and (y) zero; and (iii) the “Net Worth” of each Subsidiary Party shall mean the amount by which the fair saleable value of such Subsidiary Party’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under the Subsidiary Guaranty or any guaranteed obligations arising under any guaranty of the Senior Subordinated Notes or any Permitted Refinancing thereof) on such date. Notwithstanding anything to the contrary contained above, any Subsidiary Party that is released from this Agreement pursuant to Section 6.13 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 5.02, and at the time of any such release, if the released Subsidiary Party had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Subsidiary Parties shall be recalculated on the respective date of release (as otherwise provided above)

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based on the payments made hereunder by the remaining Subsidiary Parties. Each of the Subsidiary Parties recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Subsidiary Party has the right to waive its contribution right against any other Subsidiary Party to the extent that after giving effect to such waiver such Subsidiary Party would remain solvent, in the determination of the Required Lenders.
          Section 5.03. Subordination. Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations; provided, that if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Secured Obligations, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited and applied against the Secured Obligations, whether matured or unmatured, in accordance with Section 8.04 of the Credit Agreement. No failure on the part of the Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.
ARTICLE VI
Miscellaneous
          Section 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Party shall be given to it in care of the Borrower as provided in Section 10.02 of the Credit Agreement.
          Section 6.02. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, any L/C Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Collateral Agent, the L/C Issuers and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any L/C Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

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     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.
          Section 6.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.
     (b) Without limitation of its indemnification obligations under the other Loan Documents, the Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery, performance or enforcement of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from the gross negligence or wilful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.
     (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.
          Section 6.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.
          Section 6.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Lender or on its behalf and

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notwithstanding that the Collateral Agent, any L/C Issuer or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.
          Section 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.
          Section 6.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
          Section 6.08. Right of Set-Off. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Lender and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Lender or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Collateral Agent after any such set off and application made by such Lender; provided, that the

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failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender may have.
          Section 6.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.
     (b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Collateral Agent, any L/C Issuer or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.
     (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
     (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
          Section 6.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

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PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.
          Section 6.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
          Section 6.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, the Secured Hedge Agreements, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, the Secured Hedge Agreements or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.
          Section 6.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations have been indefeasibly paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.
     (b) A Subsidiary Party shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Subsidiary Party shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subsidiary Party ceases to be a Subsidiary of the Borrower; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.
     (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.
     (d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such

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termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.
     (e) At any time that the respective Grantor desires that the Collateral Agent take any action described in the immediately preceding paragraph (d), it shall, upon request of the Collateral Agent, deliver to the Collateral Agent an officer’s certificate certifying that the release of the respective Collateral is permitted pursuant to paragraph (a), (b) or (c). The Collateral Agent shall have no liability whatsoever to any Secured Party as the result of any release of Collateral by it as permitted (or which the Collateral Agent in good faith believes to be permitted) by this Section 6.13.
     (f) Notwithstanding anything to the contrary set forth in this Agreement, each Cash Management Bank and each Hedge Bank by the acceptance of the benefits under this Agreement hereby acknowledge and agree that (i) the obligations of the Borrower or any Subsidiary under any Secured Hedge Agreement and the Cash Management Obligations shall be secured pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured and (ii) any release of Collateral effected in the manner permitted by this Agreement shall not require the consent of any Hedge Bank or Cash Management Bank.
          Section 6.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Subsidiary Parties upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.
          Section 6.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and (unless a Bankruptcy Event of Default has occurred and is continuing) delivery of notice by the Collateral Agent to the Borrower of its intent to exercise such rights, and any required prior FCC approval, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any

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court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or the Cash Collateral Account and adjust, settle or compromise the amount of payment of any Account; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.
          Section 6.16. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.
          Section 6.17. Recourse; Limited Obligations. This Agreement is made with full recourse to each Grantor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of such Grantor contained herein, in the Loan Documents and the Secured Hedge Agreements and otherwise in writing in connection herewith or therewith. It is the desire and intent of each Grantor and the Secured Parties that this Agreement shall be enforced against each Grantor to the fullest extent permissible under the laws applied in each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary contained herein, and in furtherance of the foregoing, it is noted that the obligations of each Grantor that is a Subsidiary Party have been limited as expressly provided in the Subsidiary Guaranty and are limited hereunder as and to the same extent provided therein.
          Section 6.18. FCC Approval. Notwithstanding anything to the contrary set forth in this Agreement, the Collateral Agent shall not take any action or exercise any remedy with

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respect to the Pledged Collateral pursuant to this Agreement at any time, including after the occurrence of an Event of Default, without first obtaining any required approval of the FCC if such action or the exercise of such remedy would constitute or result in an assignment or transfer of control of any FCC License or Grantor under the Act or the published rules and regulations promulgated by the FCC.

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          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
         
    CMP SUSQUEHANNA RADIO HOLDINGS CORP.
    CMP SUSQUEHANNA CORP.
    SUSQUEHANNA PFALTZGRAFF CO.
    SUSQUEHANNA MEDIA CO.
    SUSQUEHANNA RADIO CORP.
    WSBA LICO, INC.
    WVAE LICO, INC.
    WNNX LICO, INC.
    RADIO CINCINNATI, INC.
    WRRM LICO, INC.
    RADIO INDIANAPOLIS, INC.
    WFMS LICO, INC.
    INDIANAPOLIS RADIO LICENSE CO.
    INDY LICO, INC.
    RADIO METROPLEX, INC.
    RADIO SAN FRANCISCO, INC.
    KFFG LICO, INC.
    KRBE BROADCASTING, INC.
    KRBE RADIO, INC.
    KRBE LICO, INC.
    BAY AREA RADIO CORP.
    KNBR INC.
    KNBR LICO, INC.
    KPLX LICO, INC.
    KLIF BROADCASTING, INC.
    KLIF LICO, INC.
    KPLX RADIO, INC.
    KLIF RADIO, INC.
    TEXAS STAR RADIO, INC.
    SUNNYSIDE COMMUNICATIONS, INC.
    S.C.I. BROADCASTING, INC.
    SUSQUEHANNA RADIO SERVICES, INC.
    SUSQUEHANNA LICENSE CO., LLC
    KRBE LIMITED PARTNERSHIP CMP KC CORP.
    CMP HOUSTON-KC, LLC
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
  Title:   Chairman, President, and Chief Financial Officer

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    KLIF BROADCASTING LIMITED
    PARTNERSHIP
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
  Title:   Chairman, President, and Chief Financial Officer

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    KPLX LIMITED PARTNERSHIP
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
  Title:   Chairman, President, and Chief Financial Officer

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    KRBE LIMITED PARTNERSHIP
 
        
 
  By:   /s/ Lewis W. Dickey, Jr.
 
       
 
  Title:   Chairman, President, and Chief Financial Officer

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  DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent
 		  
  By:   /s/ Susan Le Fevre    
    Title: Director   
       
 
     
  By:   /s/ Carin Keegan    
    Title: Vice President   
       

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SCHEDULE I to
the Security Agreement
SUBSIDIARY PARTIES

 

 

SCHEDULE II to
the Security Agreement
EQUITY INTERESTS
                 
            Number and    
    Number of   Registered   Class of   Percentage
Issuer   Certificate   Owner   Equity Interest   of Equity Interests
 
                
DEBT SECURITIES
             
    Principal        
Issuer   Amount   Date of Note   Maturity Date
 
            

 

 

SCHEDULE III to the
Security Agreement
COMMERCIAL TORT CLAIMS

 

 

EXHIBIT I to the
Security Agreement
          SUPPLEMENT NO. ___dated as of [•], to the Security Agreement dated as of May 5, 2006, among CMP SUSQUEHANNA RADIO HOLDINGS CORP. (“Holdings”), CMP SUSQUEHANNA CORP. (the “Borrower”), the Subsidiaries of the Company identified therein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the Secured Parties (as defined below).
          A. Reference is made to (i) the Credit Agreement dated as of May 5, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Merger Sub, Holdings, the Borrower, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, UBS Securities LLC, as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents, (ii) the Guaranty (as defined in the Credit Agreement), (iii) each Secured Hedge Agreement (as defined in the Credit Agreement) and (vi) the Cash Management Obligations (as defined in the Credit agreement).
          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security Agreement referred to therein.
          C. The Grantors have entered into the Security Agreement in order to induce (x) the Lenders to make Loans and the L/C Issuers to issue Letters of Credit, (y) the Hedge Banks to enter into and/or maintain Secured Hedge Agreements and (z) the Cash Management Bank to provide Cash Management Services. Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries of the Borrower may become Subsidiary Parties under the Security Agreement by execution and delivery of an instrument substantially in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Party under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.
          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:
               Section 1. In accordance with Section 6.14 of the Security Agreement, the New Subsidiary by its signature below becomes a Subsidiary Party (and accordingly, becomes a Grantor) and Grantor under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary Party and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Subsidiary Party and Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the

 

 

EXHIBIT I to the
Security Agreement
Page 2
New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference.
               Section 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
               Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.
               Section 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.
               Section 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.
               Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
               Section 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
               Section 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

 

 

EXHIBIT I to the
Security Agreement
Page 3
               Section 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

 

 

EXHIBIT I to the
Security Agreement
Page 4
          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.
         
  [NAME OF NEW SUBSIDIARY]
 		  
  By:      
    Name:      
    Title:  

Legal Name:
Jurisdiction of Formation:
Location of Chief Executive office: 		    
 
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Collateral Agent
 		  
  By:      
    Name:      
    Title:      
 
     
  By:      
    Name:      
    Title:      
 

 

 

SCHEDULE I to
the Supplement No — to the
Security Agreement
LOCATION OF COLLATERAL
     
Description   Location
 
    
EQUITY INTERESTS
                 
            Number and    
    Number of   Registered   Class of   Percentage
Issuer   Certificate   Owner   Equity Interest   of Equity Interests
 
                
DEBT SECURITIES
             
    Principal        
Issuer   Amount   Date of Note   Maturity Date
 
            

 

 

EXHIBIT II to
the Security Agreement
FORM OF PERFECTION CERTIFICATE
     Reference is made to the Credit Agreement dated as of May 5, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CMP Susquehanna Radio Holdings Corp., CMP Susquehanna Corp., as the Borrower (the “Company”), the Subsidiaries of the Borrower, Deutsche Bank Trust Company Americas, as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, UBS Securities LLC, as Syndication Agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs Credit Partners L.P., as Co-Documentation Agents. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement or Guaranty referred to therein, as applicable.
The undersigned, the Chief Financial Officer and the Chief Legal Officer, respectively, of the Company, hereby certify to the Administrative Agent and each other Secured Party as follows:
1. Names. (a) The exact legal name of each Guarantor, as such name appears in its respective certificate of incorporation or formation, is as follows:
(b) Set forth below is each other legal name each Guarantor has had in the past five years, together with the date of the relevant change:
(c) Except as set forth in Schedule 1 hereto, to our knowledge, no Guarantor has changed its identity or corporate structure in any way within the past five years. Changes in identity or corporate structure would include mergers, consolidations and acquisitions, as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1 the information required by Sections 1 and 2 of this certificate as to each acquiree or constituent party to a merger or consolidation to the extent such information is available to the Company.
(d) To our knowledge, the following is a list of all other names (including trade names or similar appellations) used by each Guarantor or any of its divisions or other business units in connection with the conduct of its business or the ownership of its properties at any time during the past five years:
(e) Set forth below is the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Guarantor that is a registered organization:
(f) Set forth below is the Federal Taxpayer Identification Number of each Guarantor:
2. Current Locations. (a) The chief executive office of each Guarantor is located at the address set forth opposite its name below:
             
Guarantor   Mailing Address   County   State
 
            

 

 

EXHIBIT II to
the Security Agreement
Page 2
(b) The jurisdiction of formation of each Guarantor that is a registered organization is set forth opposite its name below:
     
Guarantor:   Jurisdiction:
     
(c) Set forth below opposite the name of each Guarantor are the names and addresses of all Persons other than such Guarantor that have possession of any material Collateral of such Guarantor:
             
Guarantor   Mailing Address   County   State
 
            
(d) Set forth below is a list of all real property held by each Guarantor, whether owned or leased, the name of the Guarantor that owns or leases such real property, and the fair market value of any such owned or leased real property, to the extent an appraisal exists with respect to any such owned or leased real property, or, in the absence of any such appraisal, the book value of any such owned real property or the current annual rent with respect to any such leased real property:
             
            Book, Market or
Address   Owned/Leased   Guarantor   Rental Value
 
            
(e) Set forth below opposite the name of each Guarantor are all the locations where such Guarantor maintains any material Collateral and all the places of business where such Guarantor conducts any material business that are not identified above:
             
Guarantor   Mailing Address   County   State
 
            
3. Unusual Transactions. All Accounts have been originated by the Guarantor and all Inventory has been acquired by the Guarantor in the ordinary course of business (other than Accounts acquired in connection with a business acquisition).
4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule setting forth the proper Uniform Commercial Code filing office in the jurisdiction in which each Guarantor is located and, to the extent any of the Collateral is comprised of fixtures, in the proper local jurisdiction, in each case as set forth with respect to such Guarantor in Section 2 hereof.
5. Stock Ownership and other Equity Interests. Attached hereto as Schedule 5 is a true and correct list of all the issued and outstanding Equity Interests of the Company and each Subsidiary and the record and beneficial owners of such Equity Interests. Also set

 

 

EXHIBIT II to
the Security Agreement
Page 3
forth on Schedule 5 is each Investment of Holdings, the Company or any Subsidiary that represents 50% or less of the Equity Interests of the Person in which such Investment was made.
6. Debt Instruments. Attached hereto as Schedule 6 is a true and correct list of all promissory notes and other evidence of Indebtedness held by Holdings, the Company and each other loan party having a principal amount in excess of $2,000,000 that are required to be pledged under the Security Agreement, including all intercompany notes between Loan Parties.
7. Mortgage Filings. Attached hereto as Schedule 7 is a schedule setting forth, with respect to each Mortgaged Property, (a) the exact name of the Person that owns such property as such name appears in its certificate of incorporation or other organizational document, (b) if different from the name identified pursuant to clause (a), the exact name of the current mortgagor/grantor of such property reflected in the records of the filing office for such property identified pursuant to the following clause and (c) the filing office in which a Mortgage with respect to such property must be filed or recorded in order for the Administrative Agent to obtain a perfected security interest therein.
8. Intellectual Property. (a) Attached hereto as Schedule 8(A) in proper form for filing with the United States Patent and Trademark Office is a schedule setting forth all of each Guarantor’s: (i) Patents and Patent Applications, including the name of the registered owner, type, registration or application number and the expiration date (if already registered) of each Patent and Patent Application owned by any Guarantor; and (ii) Trademarks and Trademark Applications, including the name of the registered owner, the registration or application number and the expiration date (if already registered) of each Trademark and Trademark application owned by any Guarantor.
(b) Attached hereto as Schedule 8(B) in proper form for filing with the United States Copyright Office is a schedule setting forth all of each Guarantor’s Copyrights and Copyright Applications, including the name of the registered owner, title, the registration number or application number and the expiration date (if already registered) of each Copyright or Copyright Application owned by any Guarantor.

 

 

EXHIBIT II to
the Security Agreement
Page 4
IN WITNESS WHEREOF, the undersigned have duly executed this certificate on this [___] day of [___], 2006.
         
    CMP SUSQUEHANNA CORP.
 
        
 
    by    
 
       
 
      Name:
 
      Title:

 

EX-10.4 86 g05435exv10w4.htm EX-10.4 MANAGEMENT AGREEMENT EX-10.4 MANAGEMENT AGREEMENT
 

EXHIBIT 10.4
MANAGEMENT AGREEMENT
     THIS MANAGEMENT AGREEMENT (this “Agreement”) is dated as of May 3, 2006 (the “Effective Date”), by and between CMP SUSQUEHANNA HOLDINGS CORP., a Delaware corporation (including any successor entity that becomes its new parent, “IPO Corp”), and CUMULUS MEDIA INC., a Delaware corporation (“Manager”).
W I T N E S S E T H:
     WHEREAS, IPO Corp has formed a wholly owned subsidiary organized for the purpose of (i) acquiring all of the radio operations of Susquehanna Pfaltzgraff Co. and its direct and indirect subsidiaries, and (ii) acquiring all of the radio operations of radio stations located in Houston, Texas identified by the call letters KFNC FM and KIOL FM, and the radio stations located in Kansas City, Missouri identified by the call letters KCHZ FM and KMJK FM (collectively the “Stations”); and
     WHEREAS, Manager and the other equityholders of Cumulus Media Partners, LLC, a Delaware limited liability company (“CMP”), the parent of IPO Corp have entered into a Capital Contribution Agreement dated as of October 31, 2005, which, among other things, contemplated the execution and delivery of this Agreement by IPO Corp and Manager coincident with CMP’s acquisition of the Stations through a wholly owned subsidiary;
     NOW, THEREFORE, in consideration of the foregoing premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I MANAGEMENT SERVICES
     Section 1.1 Management Services.
     (a) Subject to the ultimate supervision and control of the board of directors of IPO Corp (the “Board”), during the term of this Agreement Manager shall manage, as further described herein, the business (the “Business”) of IPO Corp and its direct and indirect subsidiaries (collectively the “Companies”). Specifically, Manager shall have responsibility for Operations Services and Corporate Development Services for the Companies and the Business. For the purposes of this Agreement, “Operations Services” shall include the following management functions and services “above” the market level operations: sales, programming, marketing, technical, finance, accounting, treasury, administrative, internal audit, use of corporate headquarters, legal, human resources, risk management and information technology (which includes making Manager’s above the market systems available to the Companies). For the purposes of this Agreement, “Corporate Development Services” shall include evaluation and consummation of divestitures, acquisitions, swaps, signal upgrades, move-ins, format changes, new revenue streams and high definition build-out and development. The services to be performed by Manager pursuant to this Section 1.1 are herein sometimes referred to as the

 

 

“Management Services.” The Management Services shall not include (i) the exercise by IPO Corp of its rights and obligations under this Agreement, which rights and obligations shall be exercised and performed by, or as directed by, the Board or (ii) the utilization of third parties to perform professional services, it being understood and agreed that third parties should only be hired or engaged to perform professional services to the extent (with respect to scope of services and levels of compensation) and under circumstances reasonably consistent with how Manager would engage such third parties to perform professional services in running its own business (other than under extraordinary circumstances).
     (b) To the extent that operating, financial or other data relating to the Companies is housed on systems owned or shared by Manager and/or the Companies, the parties understand and agree that any such data is owned by the Companies and will promptly be returned by Manager to the Companies upon termination of this Agreement.
     (c) Without limiting Manager’s obligations as described under (a) above, Manager shall provide to the IPO Corp. and its subsidiaries the services of its officers who serve in the same or comparable positions at Manager who, during the term of this Agreement, shall serve as the Chief Executive Officer (“CEO”), chief financial officer, chief accounting officer, chief information officer, general counsel, and Executive Vice Presidents (“EVPs”) of IPO Corp. and its subsidiaries, and such individuals will supervise and direct the Management Services, as well as perform the other functions specified in this paragraph (c). Any such individuals provided by Manager shall serve the Companies in a dual capacity (holding the same offices in the Companies as they hold in Manager) and (subject to such reasonable changes as may be called for by the Board) have the authority, responsibility and duties customarily attendant to such offices and (i) in the case of the CEO, will, subject to the authority of the Board, be responsible for, among other things, executive-level supervision of all operations and functions of the Companies and the Business, recommendations for strategic direction and the general implementation of IPO Corp’s business or operating plan and (ii) in the case of the EVPs, will, subject to the authority of the CEO, be responsible for, among other things, performing executive-level functions as assigned from time to time by the CEO. During the term of this Agreement, Manager shall augment its management staff as necessary to perform the Management Services.
     (d) The Management Services shall be performed by Manager (i) with such care as a prudent manager would use in the conduct of its own affairs, (ii) with a view to maximizing the long-term value of the Companies and achieving Manager’s forecasts, and (iii)with no less diligence and dedication as the individuals providing such Management Services apply in rendering comparable services (including decisions with respect to the hiring or engagement of third parties) to Manager and its subsidiaries. The Operations Services shall be consistent in all material respects with IPO Corp’s Management Integration Plan attached hereto as Annex 1, and otherwise reasonably consistent, to the extent applicable, with how Manager operates its business. The Corporate Development Services shall be subject to reasonable and customary review and approval by the Board, and Manager shall provide to the Board such information as it may from time to time reasonably request in order to facilitate such review.
     (e) In the event of a proposed sale of the Business or a public offering of securities of IPO Corp. or one of its wholly owning parents or wholly owned subsidiaries, the

2

 

Manager will cause the individuals who are providing the Management Services to provide such services in connection therewith on a comparable basis, and with the same degree of good faith diligence, that Manager would reasonably be expected to require of such individuals if the Manager itself were being sold or undertaking an initial public offering, in each case with a view to maximizing the price at which the Business would be sold or at which such securities would be offered to the public.
     Section 1.2 Manager Employees. Manager will, in performing the Management Services, make available and use the services of such other officers and other corporate level employees (i.e., employees above the market level) of Manager and its affiliates as may be necessary to perform the Management Services, and Manager will augment its own staff (including, without limitation, hiring appropriate regional managers) as may be necessary in order to enable it to perform the Management Services in accordance with this Agreement. It is understood and agreed that all executive personnel described in Section 1.1 and any such other officers and employees of Manager and its affiliates so made available and used pursuant to this Section 1.2 will continue to be employees of Manager and its affiliates, and that Manager and its affiliates, and not the Companies, will be responsible for all of their salary, employee benefits and related employment compensation expense. IPO Corp acknowledges and agrees that such officers and other employees of Manager and its affiliates shall continue to perform services for Manager and its affiliates and that they will be devoting such portion of their time to the business of the Companies as is reasonably necessary for Manager to perform the Management Services hereunder.
     Section 1.3 Supervisory Role of Board of Directors. The providing of Management Services by Manager hereunder shall always be subject to the direction and control of the Board.
     Section 1.4 Information.
     (a) During the term of this Agreement, Manager and IPO Corp shall each, and IPO Corp shall cause the Companies to, at the reasonable request of the other, supply the other with the information reasonably requested in connection with the performance of the Management Services in accordance with this Agreement (including pursuant to Section 2.3). Any such information shall be made available concurrently to the PE Investors to the extent requested by any of them.
     (b) Manager shall, or shall cause the CEO or an EVP to, notify the Board as promptly as practicable after the occurrence of any of the following:
  (i)   receipt by Manager of any written notice from any governmental agency of any claim or legal process or notification that, in the reasonable opinion of Manager, is or has a reasonable likelihood of becoming material to the Companies (taken as a whole) or any individual market in which the Company operates; or
 
  (ii)   any other development that, in the reasonable opinion of Manager, materially affects or has a reasonable likelihood of materially affecting the Companies (taken as a whole) or any individual

3

 

      market in which the Company operates, or the ability of Manager to fulfill its obligations under this Agreement.
     Section 1.5 Compliance with Applicable Law. Manager will perform the Management Services in compliance in all material respects with applicable law.
     Section 1.6 Reimbursement for Expenses. The compensation to be paid to Manager as provided in Article II does not include, and IPO Corp agrees to promptly reimburse Manager for, all direct professional and similar third party expenses incurred by Manager in performing the Management Services, including, without limitation, expenses for audit, legal, tax, insurance and similar third party services, and all travel, lodging and similar and other customarily reimbursable costs, but only to the extent that Manager incurs such third party expenses in connection with operating its own business under similar circumstances. Manager should not incur such reimbursable expenses except generally in accordance with the budget approved by the Board (other than under extraordinary circumstances), to the extent the types of such services are customarily provided for in a budget (e.g., professional services in respect of acquisitions/divestitures will not be budgeted).
     Section 1.7 Arm’s Length Transactions. Notwithstanding any other provision of this Agreement, (a) all transactions between the Companies and Manager or any of its affiliates or otherwise arranged by Manager and involving or for the benefit of the Companies, including without limitation any transactions regarding use of programming, network programming and sales, sales commissions, compensation to radio stations or the employment or compensation of personnel and contractors, including on air talent, shall be on a basis that is at least as favorable to the Companies as if the Companies were to obtain the products or services to which such transactions relate from an independent third party as arranged by the Companies, and (b) all material agreements between Manager or any affiliate of Manager and one or more of the Companies must be approved in advance by the Board. At each meeting of the Board, Manager shall review with the Board any such material agreements that are proposed to be entered into by the Companies and Manager or any affiliate of Manager. Notwithstanding the foregoing, to the extent Manager maintains programs (whether in-house or with a third party) for the provision of training to its own employees, Manager will make available to employees of the Companies, and Manager employees providing services to the Companies pursuant to this Agreement, the same training opportunities at the same cost incurred by Manager, including but not limited to any such training opportunities provided to Manager at zero cost.
     Section 1.8 Indemnification.
     (a) IPO Corp agrees to indemnify and hold Manager, its subsidiaries, and its and their respective directors, officers, employees, agents and representatives (collectively, the “Indemnified Parties”) harmless from and against any and all actions, claims, losses, damages, liabilities or costs (and all actions in respect thereof and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise and whether or not a party thereto), whether or not arising out of third party claims, including reasonable legal fees and expenses in connection with, and other costs of, investigating, preparing or defending any such action, whether or not in connection with litigation in which an Indemnified Party is a party, and as and when incurred, caused by, relating to, based upon or arising out of or in connection

4

 

with (directly or indirectly), including prior to the Effective Date, the Management Services contemplated by this Agreement or the engagement of the Indemnified Parties pursuant to, and such Indemnified Party’s performance of its obligations under, this Agreement; provided, however, that such indemnity shall not apply to any action, claim, damage, liability or cost to the extent such action, claim, damage, liability or cost has been finally adjudicated by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any one or more of the Indemnified Parties (including, without limitation any consultants, independent contractors or other third parties engaged by them if, but only if, the Indemnified Parties were grossly negligent in selecting such third parties); provided, further, that such indemnity shall not apply to claims arising out of the employment by an Indemnified Party or failure by an Indemnified Party to employ any person by one or more of the Indemnified Parties; provided, however, that neither (i) the taking of any action by Manager specifically directed by the Board to be taken by Manager nor (ii) the failure of Manager to take action specifically recommended to the Board by Manager that the Board directed Manager not to take, shall, (A) for purposes of the preceding provision or Section 1.9, constitute gross negligence or willful misconduct, or (B) constitute an employment matter as to which Manager is not entitled to indemnification for the purpose of the immediately preceding proviso above. Any claim by any of the Companies or by or on behalf of the stockholders or any other affiliate of Manager will not be indemnifiable pursuant to this Section 1.8.
     (b) If any action, proceeding or investigation is commenced for which an Indemnified Party proposes to demand such indemnification, it will notify IPO Corp with reasonable promptness; provided, however, that any failure by an Indemnified Party to notify IPO Corp will not relieve IPO Corp from its obligations hereunder, except to the extent that such failure shall have prejudiced the defense of such action. IPO Corp. shall promptly pay expenses reasonably and actually incurred by an Indemnified Party (including the reasonable fees and expenses of counsel) in investigating, defending or settling (subject to the provisions of this Section 1.8(b)) any action, claim proceeding or investigation in which an Indemnified Party is a party or is threatened to be made a party in advance of the final disposition of such action, proceeding, or investigation upon submission of invoices therefor. Manager, on behalf of each Indemnified Party, hereby undertakes, and IPO Corp. hereby accepts its undertaking, to repay any and all such amounts so advanced if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified therefor. If any such action, proceeding, or investigation in which an Indemnified Party is a party is also against any of the Companies, the Indemnified Party may provide the Companies with legal representation by the same counsel who represents the Indemnified Party. Notwithstanding anything herein to the contrary, in connection with any such action, proceeding or investigation in respect of which indemnification may be sought hereunder, IPO Corp may assume the defense thereof with counsel reasonably selected by it; provided, however, that if there are actual or potential conflicts of interest between such Indemnified Party and IPO Corp, then such Indemnified Party shall be entitled to use separate counsel of its own choice, and IPO Corp agrees to pay reasonable fees and expenses of such counsel; provided, however that IPO Corp will only be required to pay such fees for one separate counsel engaged to represent all Indemnified Parties. Nothing herein shall prevent the Indemnified Parties from using more than one separate counsel of their own choice at their own expense. IPO Corp shall only be liable for settlements of claims against any Indemnified Party made with IPO Corp’s written consent. IPO Corp shall not, in defense of any such claim involving an Indemnified Party, except with the prior written consent of such Indemnified Party,

5

 

consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff in question to such Indemnified Party and any affiliates of such Indemnified Party and any affiliates of such Indemnified Party named in such claim of an unqualified release of all liabilities in respect of such claims.
     (c) IPO Corp agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 1.8 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any liabilities referred to herein, then IPO Corp shall contribute to the liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by IPO Corp, on the one hand, and the Indemnified Party, on the other hand, in connection with the transactions which gave rise to such liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of IPO Corp, on the one hand, and the Indemnified Party, on the other hand, as well as any other equitable considerations.
     Section 1.9 Directors and Officers Insurance; Indemnification of Individual Officers. IPO Corp shall provide the individuals serving in the capacities specified in Section 1.1(b) with (a) the coverage available to the officers of IPO Corp under IPO Corp’s policies of directors and officers insurance, if any, and (b) the indemnification provided by IPO Corp’s bylaws and Certificate of Incorporation available to the officers of IPO Corp.
ARTICLE II
COMPENSATION TO MANAGER
     Section 2.1 Management Fee. During the term of this Agreement, IPO Corp shall pay to the Manager an annual management fee (the “Management Fee”) equal to the greater of (i) $4.0 million or (ii) 4.0% of the Companies’ earnings before interest, taxes, depreciation, and amortization on a consolidated basis, calculated before deduction of the Management Fee, and the monitoring fees to members of CMP (“Adjusted EBITDA”).
     Section 2.2 Payments. The Management Fee shall be payable on a quarterly basis as follows:
     (a) On the first day of each calendar quarter (January 1, April 1, July 1 and October 1) respectively, IPO Corp shall pay to Manager the sum of $1 million (the “Minimum Payment”).
     (b) Within forty-five (45) days after the end of each calendar year, Manager shall calculate Adjusted EBITDA on a cumulative basis for such calendar year. IPO Corp shall provide Manager with prompt access to all financial and other information reasonably necessary or requested by Manager in connection with such calculation, and otherwise cooperate as reasonably requested with Manager in respect thereof. Manager shall also calculate the aggregate Management Fee payable in accordance with Section 2.1 above for the calendar year, and compare such calculation with the aggregate Minimum Payment that has been paid for such year. Manager shall provide such calculations to the Board with either (i) an invoice for any

6

 

additional amount of Management Fee payable to Manager, which invoice shall be due and payable promptly after receipt thereof, or (ii) a certification that no additional amount of Management Fee is payable.
     (c) To the extent IPO Corp cannot pay the Management Fee in cash for any reason, including by reason of constraints imposed by any debt financing of IPO Corp or its subsidiaries, the payment to Manager of the accrued and payable Management Fee will be deferred until the date payment in cash of such deferred Management Fee is not otherwise prohibited under any such contract applicable to IPO Corp and is otherwise able to be made. Any installment of the Management Fee not paid on the scheduled due date will bear interest at the per annum rate of 10%, compounded quarterly from the date due until the date of payment.
     Section 2.3 Audit. IPO Corp shall have the right to audit the calculation of the Management Fee by Manager as reasonably directed from time to time by the Board, including but not limited to being provided access to invoices for, or other relevant information regarding, the engagement of third parties to perform professional services to the Companies and, by way of verification, and subject to appropriate restrictions for confidentiality and privilege, comparable invoices or other relevant information for the engagement of third parties engaged to perform professional services for Manager or any of its affiliates. Manager shall cooperate with such audit as reasonably requested by IPO Corp. Should any adjustment to the Management Fee theretofore paid to Manager be required as a result of any such audit, then the party responsible for such adjustment shall promptly pay the amount of such adjustment to the other party.
     Section 2.4 Prorations. The Management Fee shall be prorated for any partial quarters occurring during the term hereof.
ARTICLE III
TERM OF AGREEMENT; EARLY TERMINATION
     Section 3.1 Term of Agreement. The term of this Agreement commences on the Effective Date and will end on the third (3rd) anniversary of the date of this Agreement, unless terminated earlier pursuant to Section 3.2 hereof, or renewed pursuant to Section 3.3 hereof.
     Section 3.2 Early Termination.
     (a) IPO Corp may terminate this Agreement with immediate effect by written notice to Manager given within 90 days of the occurrence of a Change of Control or a Management Turnover (each as defined in Section 5.9 hereof).
     (b) IPO Corp may terminate this Agreement by a majority vote of the members of the Board who are not designees or employees of the Manager or any of its affiliates, if Manager shall have willfully committed a material act of fraud or gross misconduct in performing its obligations hereunder, and such act first occurs during the term of this Agreement, which date of termination shall be specified in a written notice of termination to Manager given by the Board, which notice specifies in reasonable detail the basis, pursuant to this Section 3.2(b), for such termination.

7

 

     (c) IPO Corp may terminate this Agreement at any time upon thirty (30) days written notice to Manager.
     (d) Immediately upon any termination of this Agreement pursuant to Sections 3.2(a) or 3.2(b), Manager shall be entitled to any accrued and unpaid compensation owed to Manager pursuant to the terms of this Agreement through the date of such termination. In the event of a termination of the term of this Agreement pursuant to Section 3.2(c), IPO Corp shall continue to pay the Management Fee when and as due as if the term of this Agreement had not been terminated (i) based on the Adjusted EBITDA for the last twelve months prior to such termination should such termination occur on or subsequent to the second (2nd) anniversary of the date hereof, and (ii) based on 110% of the Adjusted EBITDA for the last twelve months prior to such termination should such termination occur prior to the second anniversary of the date hereof.
     Section 3.3 Renewal. IPO Corp shall have the right to renew this Agreement for an additional twenty-four (24) months by written notice to Manager received no later than ninety (90) days prior to the third (3rd) anniversary hereof (the “Renewal Notice Deadline”). Manager shall send to the members of the Board written notice (“Renewal Option Notice”) of such renewal option (which notice shall describe the renewal provisions of this Section 3.3) no later than thirty (30) days prior to the Renewal Notice Deadline. Any period of delay in the receipt by the Board of the Renewal Option Notice will defer the Renewal Notice Deadline for a period commensurate with the period of any such delay. In the event of such a renewal, all the terms and conditions of this Agreement shall apply to such renewal period.
     Section 3.4 Transition Services. In the event of any termination of this Agreement, Manager will, at the request of the Board and for a period not to exceed six months after the effectiveness of such termination (the “Transition Period”), either (i) continue to provide Management Services for the Management Fee as provided hereunder or (ii) provide some but not all of the Management Services for a management fee to be agreed to by the parties hereto, in either case with a view toward facilitating an orderly transition (including the possible migration of systems) to a new management team or outside manager and new systems. Any Management Fee or other amounts due to manager in respect of such transition services will be paid to Manager at the end of the Transition Period.
     Section 3.5 Survival and Termination. The provisions of Sections 1.6, 1.8, 1.9, 1.10, 3.2(d) and 3.4 shall survive the termination of this Agreement, as will any claim that either party may have against the other in respect of an alleged breach of this Agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
     Section 4.1 Representations and Warranties of Each Party. Each of the parties hereto represents and warrants to the other that, as of the date hereof:
     (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite corporate or limited liability

8

 

company authority to own its property and assets and to conduct its business as presently conducted or proposed to be conducted under this Agreement;
     (b) it has the corporate or limited liability company power and authority to execute, deliver and perform its obligations under this Agreement;
     (c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;
     (d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will:
  (i)   conflict with or violate any provision of its certificate of incorporation or by-laws or certificate of formation and limited liability company agreement, as applicable;
 
  (ii)   conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order of any governmental authority applicable to it; or
 
  (iii)   conflict with, violate or result in a breach of or constitute a default under or result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or assets are bound;
     (e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental authority or third party is required for its valid execution, delivery and performance of this Agreement, except such as have been duly obtained or made, other than filings with the FCC for informational purposes; and
     (f) there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its knowledge, threatened, which, if adversely determined, would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement.
ARTICLE V
MISCELLANEOUS
     Section 5.1 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by nationally recognized overnight courier service, or by facsimile transmission (with receipt acknowledged)

9

 

or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:
If to IPO Corp:
CMP Susquehanna Holdings
Corp. 3535 Piedmont Road
Building 14, 14th Floor
Atlanta, Georgia 30305
Attention: Board of Directors
Facsimile: (404) 443-0742
If to Manager:
Cumulus Media Inc.
3535 Piedmont Road
Building 14, 14th Floor
Atlanta, Georgia 30305
Attention: Lewis W. Dickey, Jr.
Facsimile: (404) 443-0742
All such notices, requests and other communications will (i) if delivered personally or by overnight courier service to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon confirmation of transmission, and (iii) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto.
     Section 5.2 Entire Agreement; Effective Date. This Agreement supersedes all prior discussions and agreements between the parties (and their affiliates) with respect to the subject matter hereof and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement will automatically become effective, without further action of the parties, on the Effective Date.
     Section 5.3 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

10

 

     Section 5.4 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.
     Section 5.5 No Third-Party Beneficiary. Except as provided in Sections 1.8 hereof, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
     Section 5.6 No Assignment; Binding Effect. Neither this Agreement nor any right, interest or obligation hereunder may be assigned by either party hereto without the prior written consent of the other party hereto and any attempt to do so will be void, except for assignments and transfers by operation of law. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective successors and assigns.
     Section 5.7 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
     Section 5.8 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
     Section 5.9 Definitions. When used in this Agreement, the following terms shall have meaning ascribed to them below:
     (a) “Affiliate” shall have the meaning assigned to such term in Rule 405 promulgated under the Securities Act of 1933, as amended.
     (b) “Exchange Act” means the Securities Exchange Act of 1934.
     (c) “Change of Control” means if at any time any of the following events shall have occurred:
  (i)   CMP or IPO Corp is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of shares of common stock of CMP or IPO Corp, as the case may be, outstanding immediately prior to such transaction;

11

 

  (ii)   the Companies sell or otherwise transfer all or substantially all of their assets to any other corporation (other than a subsidiary) or other legal person, and less than a majority of the combined voting power of the then outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by the holders of shares of common stock of CMP or IPO Corp, as the case may be, outstanding immediately prior to such sale or transfer;
 
  (iii)   if, at any time after any public offering of any of IPO Corp’s equity securities, any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes a “beneficial owner” (as such term is defined in Rule 13d(3) promulgated under the Exchange Act) (other than IPO Corp, any trustee or other fiduciary holding securities under an employee benefit plan of IPO Corp, any PE Investor or any corporation owned, directly or indirectly, by the stockholders of IPO Corp in substantially the same proportions as their ownership of stock of IPO Corp), directly or indirectly, of securities of IPO Corp representing more than 50% of the combined voting power of IPO Corp’s then outstanding securities, or any person becomes the beneficial owner of securities representing more than 50% of the combined voting power of Cumulus; or
 
  (iv)   the stockholders of IPO Corp approve a plan of complete liquidation or dissolution of IPO Corp.
     (d) “Management Turnover” means that three or more of the following executive officers of Manager cease to be executive officers of Manager: Lewis W. Dickey, Jr., John W. Dickey, Jonathan Pinch or Martin R. Gausvik, or two or more of the foregoing executive officers of Manager cease to be executive officers of Manager if one out of the two includes Lewis W. Dickey, Jr.
     (e) “PE Investors” means Bain Capital Fund VIII, L.P., Blackstone Capital Partners IV L.P. and Thomas H. Lee Equity Fund V, L.P. and their affiliated investment funds.
     Section 5.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
     Section 5.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
[The remainder of this page is intentionally left blank]

12

 

     IN WITNESS WHEREOF, each of the parties hereto has caused this Management Agreement to be executed on its behalf by its duly authorized officer as of the date first above written.
         
  CMP SUSQUEHANNA HOLDINGS CORP.
 		  
  By:   /s/ Lewis W. Dickey, Jr.  
    Name:   Lewis W. Dickey, Jr.    
    Title:  Chairman, President and Chief Executive Officer   
 
  CUMULUS MEDIA INC.
 		  
  By:   /s/ Lewis W. Dickey, Jr.  
    Name:   Lewis W. Dickey, Jr.    
    Title:  Chairman, President and Chief Executive Officer   
 

13

 

Annex 1
Management Integration Plan
Synergy overview
                         
Department   Line Item   Amount     Explanation   Expected Timing   Commentary
Technical   Salaries   $ 2,053,221    
Consolidate Management positions All stations will be HD ready with solid state transmitters, no tubes required in the future
   90 Days    
    Tubes     125,000    
Removed 100% of expense
   Prorated over 12 months    
               
associated with tubes, remainder is attributable to supplies
        
    Travel     50,000    
With a reduction in Technical
   90 Days and prorated over    
               
staff, Cumulus will be able to
   12 months    
               
reduce this expense — approx. $1 ,300 per emp.
        
             
 
        
    Total   $ 2,228,221    
 
        
               
 
        
Programming   Salaries   $ 2,056,582    
Consolidate Management positions
   12 months    
    Research     1,000,000    
Cumulus in-house research can
   90 Days and prorated over    
               
duplicate existing projects for
   12 months    
               
1/3 the price- able to complete at cost
        
             
 
        
    Total   $ 3,056,582    
 
        
               
 
        
Sales   Salaries   $ 662,451    
Consolidate Management
   90 Days    
               
positions Over two year period, commission will be reduced through restructuring commission plans
        
    Local Commissions     1,800,000    
$900,000 for each of the first
two years
   Prorated over 24 months    
               
National Rep Commission will be at 7% from current rate of 10%. Based on Cumulus’ current deal at 7.5%,
        

1

 

Synergy overview
                         
Department   Line Item   Amount     Explanation   Expected Timing   Commentary
    National Rep Comm     1,500,000    
receiving further reduction in
   90 Days    
               
rate with increased revenue
        
    Sales, Adv & Merch     300,000    
Will use barter more
   90 Days and prorated over    
               
effectively for client
   12 months    
               
merchandising — in proportion to CMLS existing business
        
    Sales Research     400,000    
Cumulus in-house research can
   90 Days and prorated over    
               
duplicate existing projects for
   12 months    
               
1/3 the price
        
    Travel     100,000    
Will use barter more
   90 Days and prorated over    
               
effectively to reduce this
   12 months    
               
expense — Employee reductions
        
    Entertainment     200,000    
Will use barter more
   90 Days and prorated over    
               
effectively to reduce this
   12 months    
               
expense — Employee reductions
        
             
 
        
    Total   $ 4,962,451    
 
        
               
 
        
Promotions   Salaries   $ 557,048    
Consolidate Management positions
   90 Days    
    On - Air Promotions     600,000    
Reduce cash promotion on
   90 Days and prorated over    
               
selected stations — budgeted
   12 months    
               
proportionately to Cumulus
        
    Off - Air Promotions     300,000    
Reduce non essential giveaways
   90 Days and prorated over    
               
at remotes — budgeted
   12 months    
               
proportionately to Cumulus
        
    Media Promotions     1,600,000    
Use barter to supplement cash
   90 Days and prorated over    
               
media buys — cut by 20% for
   12 months    
               
similar amount as Cumulus
        
             
 
        
    Total   $ 3,057,048    
 
        
               
 
        
G&A   Salaries   $ 3,086,978    
Consolidate Management positions
   90 Days    
    Supplies     100,000    
Reduce spending this line item
   90 Days and prorated over    
               
per Cumulus norms
   12 months    
    Dues     100,000    
Eliminate unnecessary
   90 Days and prorated over    
               
subscriptions -streamlined at
   12 months    
               
the corporate level
        

2

 

Synergy overview
                         
Department   Line Item   Amount     Explanation   Expected Timing   Commentary
    Travel     70,000    
With a reduction of staff
   90 Days and prorated over    
               
we will be able to reduce
   12 months    
               
this expense — $10,000 per market manager eliminated
        
    Meeting     150,000    
With a reduction of staff
   90 Days and prorated over    
               
we will be able to reduce
   12 months    
               
this expense — $21 ,500 per market manager eliminated
        
    Insurance     200,000    
Will get a better rate with
   90 Days    
               
better purchasing power
        
    Employee Benefits     1,000,000    
Convert benefits that are
   90 Days    
               
comparable to Cumulus benefits
        
    Professional Fees     200,000    
Some legal expenses will be
   90 Days and prorated over    
               
handled by Cumulus general
   12 months    
               
counsel
        
             
 
        
    Total   $ 4,906,978    
 
        
               
 
        
Total Personal Savings       $ 8,416,280    
 
        
Additional Department              
 
        
Savings  
 
     9,795,000              
             
 
        
    Total Savings   $ 18,211,280    
 
        
             
 
        

3

EX-10.5 87 g05435exv10w5.htm EX-10.5 AGREEMENT AND PLAN OF MERGER EX-10.5 AGREEMENT AND PLAN OF MERGER
 

Exhibit 10.5
Execution Version
AGREEMENT AND
PLAN OF MERGER
among
CMP SUSQUEHANNA CORP.,
CMP MERGER CO.,
SUSQUEHANNA PFALTZGRAFF CO.
and
THE STOCKHOLDERS’ REPRESENTATIVE
dated as of October 31, 2005

 

 

TABLE OF CONTENTS
         
    Page  
ARTICLE I DEFINITIONS
     1  
 
        
Section 1.1 Definitions
     1  
Section 1.2 Usage
     15  
 
        
ARTICLE II THE MERGER
     16  
 
        
Section 2.1 The Merger
     16  
Section 2.2 Effective Time
     17  
Section 2.3 Closing of the Merger
     17  
Section 2.4 Effects of the Merger
     17  
Section 2.5 Certificate of Incorporation and By-laws
     17  
Section 2.6 Directors
     17  
Section 2.7 Officers
     17  
Section 2.8 Pre-Closing Matters
     18  
Section 2.9 Merger Consideration
     19  
Section 2.10 Conversion of Shares
     20  
Section 2.11 Exchange Procedure
     21  
Section 2.12 Post-Closing Purchase Price Adjustments
     23  
Section 2.13 Escrow Account
     25  
Section 2.14 Withholding Taxes
     25  
Section 2.15 Stockholders’ Representative
     25  
 
        
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SPC
     27  
 
        
Section 3.1 Organization and Good Standing
     27  
Section 3.2 Enforceability; Authority; No Conflict
     28  
Section 3.3 Capitalization
     29  
Section 3.4 Financial Statements
     30  
Section 3.5 Books And Records
     31  
Section 3.6 Condition of Tangible Personal Property
     32  
Section 3.7 Owned Real Property
     32  
Section 3.8 Leased Real Property
     32  
Section 3.9 Title to Real and Tangible Personal Property; Encumbrances
     32  
Section 3.10 Condition of Facilities
     33  
Section 3.11 Commission Authorizations
     34  
Section 3.12 Insolvency
     34  
Section 3.13 Intellectual Property Assets
     34  
Section 3.14 Taxes
     35  
Section 3.15 Labor and Employment Matters
     36  
Section 3.16 Employee Benefits
     37  
Section 3.17 Compliance With Legal Requirements; Governmental Authorizations
     39  
Section 3.18 Legal Proceedings; Orders
     39  
Section 3.19 Absence of Certain Changes and Events
     39  
Section 3.20 Material Contracts
     41  
Section 3.21 Insurance
     42  
Section 3.22 Environmental Matters
     42  

i

 

TABLE OF CONTENTS
(continued)
         
    Page  
Section 3.23 Relationships With Related Persons
     43  
Section 3.24 Brokers or Finders
     44  
 
        
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB
     44  
 
        
Section 4.1 Organization and Good Standing
     44  
Section 4.2 Enforceability; Authority; No Conflict
     44  
Section 4.3 Financing
     45  
Section 4.4 Commission Authorizations and other Governmental Qualifications
     45  
Section 4.5 Certain Proceedings
     45  
Section 4.6 Brokers or Finders
     45  
Section 4.7 Acquiror and Merger Sub Financial Condition
     46  
 
        
ARTICLE V COVENANTS
     46  
 
        
Section 5.1 Reserved
     46  
Section 5.2 Conduct of Business
     46  
Section 5.3 Disposition of Unrelated Businesses
     50  
Section 5.4 Commercially Reasonable Efforts
     50  
Section 5.5 Access and Information
     53  
Section 5.6 Control of Stations
     54  
Section 5.7 Minority Interests
     54  
Section 5.8 Employee Benefits Plans
     54  
Section 5.9 Cooperation, Notification
     56  
Section 5.10 No Additional Representations and Warranties
     57  
Section 5.11 Debenture Offer; Defeasance
     57  
Section 5.12 Financial Information
     58  
Section 5.13 No Shop
     59  
Section 5.14 Tax Matters
     59  
Section 5.15 Acquiror’s Financing
     61  
Section 5.16 Cable Transaction
     62  
 
        
ARTICLE VI CLOSING CONDITIONS
     62  
 
        
Section 6.1 Conditions to Obligations of SPC to Effect the Merger
     62  
Section 6.2 Conditions to Obligation of Acquiror and Merger Sub to Effect the Merger
     63  
 
        
ARTICLE VII CLOSING DELIVERIES
     64  
 
        
Section 7.1 Deliveries of SPC, the Radio Subsidiaries and the Stockholders’ Representative
     64  
Section 7.2 Deliveries of Acquiror and Merger Sub
     65  
 
        
ARTICLE VIII TERMINATION
     66  
 
        
Section 8.1 Termination by Mutual Consent
     66  

ii

 

TABLE OF CONTENTS
(continued)
         
    Page  
Section 8.2 Termination by Either Acquiror or SPC
     66  
Section 8.3 Termination by SPC
     67  
Section 8.4 Termination by Acquiror
     68  
Section 8.5 Effect of Termination and Abandonment
     68  
Section 8.6 Extension, Waiver
     68  
 
        
ARTICLE IX SURVIVAL; INDEMNIFICATION; REMEDIES
     68  
 
        
Section 9.1 Survival
     68  
Section 9.2 Indemnification by the Stockholders’ Representative
     69  
Section 9.3 Indemnification by Acquiror and SPC
     70  
Section 9.4 Third-Party Claim Indemnification Procedures
     71  
Section 9.5 Consequential Damages
     72  
Section 9.6 Payments
     72  
Section 9.7 Characterization of Indemnification Payments
     73  
Section 9.8 Remedies
     73  
 
        
ARTICLE X GENERAL PROVISIONS
     74  
 
        
Section 10.1 Expenses
     74  
Section 10.2 Public Announcements
     74  
Section 10.3 Notices
     74  
Section 10.4 Governing Law; Jurisdiction; Service of Process
     75  
Section 10.5 Waiver of Jury Trial
     75  
Section 10.6 Waiver; Remedies Cumulative
     75  
Section 10.7 Entire Agreement and Modification
     76  
Section 10.8 Amendment
     76  
Section 10.9 Disclosure Schedules
     76  
Section 10.10 Assignments, Successors and No Third-Party Rights
     76  
Section 10.11 Severability
     76  
Section 10.12 Construction
     76  
Section 10.13 Execution of Agreement
     77  
Section 10.14 Enforcement of Agreement
     77  
Section 10.15 Schedules
     77  
 
        
EXHIBITS
        
 
        
Exhibit A Principal Stockholder’s Agreement
     A-1  
Exhibit B Escrow Agreement
     B-1  
Exhibit C Form of Indemnity Agreement
     C-1  
Exhibit D Principal Stockholder LLCs
     D-1  
Exhibit E SPC Certificate of Incorporation
     E-1  
Exhibit F SPC By-laws
     F-1  
Exhibit G Written Consent
     G-1  

iii

 

AGREEMENT AND PLAN OF MERGER
     This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2005, is by and among Susquehanna Pfaltzgraff Co., a Delaware corporation (“SPC”), CMP Susquehanna Corp., a Delaware corporation (“Acquiror”), CMP Merger Co., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and Craig W. Bremer, solely in his capacity as the initial Stockholders’ Representative (as defined herein) for the limited purposes described herein.
RECITALS
     A. SPC and Acquiror have determined to engage in a business combination whereby Merger Sub will be merged with and into SPC, with SPC continuing as the surviving corporation of such merger and a direct wholly-owned subsidiary of Acquiror.
     B. The respective boards of directors of SPC, Acquiror and Merger Sub have approved and declared advisable this Agreement and the Merger (as defined below).
     C. To induce Acquiror to enter into this Agreement, each of the Principal Stockholders have executed a Principal Stockholder’s agreement (each, a “Principal Stockholder’s Agreement”) with Acquiror in the form of Exhibit A and, contemporaneously with the execution of this Agreement, have delivered to SPC Written Consents representing more than a majority of the outstanding voting securities of SPC.
     D. Prior to or at the Effective Time (as defined herein), Acquiror, an escrow agent to be mutually selected by Acquiror and SPC (the “Escrow Agent”) and the Stockholders’ Representative will enter into an escrow agreement (the “Escrow Agreement”) substantially in the form of Exhibit B.
ARTICLE I
DEFINITIONS
     Section 1.1 Definitions.
     For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:
     “Accountants” means independent certified public accountants.
     “Accounting Expert” means PricewaterhouseCoopers LLP, an independent registered public accounting firm as defined under the Exchange Act and, if PricewaterhouseCoopers LLP is not available or otherwise unable to perform its duties, another impartial nationally recognized firm of U.S. independent certified public accountants (other than Acquiror’s Accountants, SPC’s Accountants or the Stockholders’ Representative’s Accountants) appointed by Acquiror’s Accountants and the Stockholders’ Representative’s Accountants jointly and reasonably acceptable to Acquiror and the Stockholders’ Representative.
     “Acquiror” has the meaning set forth in the first paragraph of this Agreement.
     “Acquiror Documents” has the meaning set forth in Section 4.2.

 

 

     “Acquiror Indemnified Parties” has the meaning set forth in Section 9.2(a).
     “Acquiror Plan” has the meaning set forth in Section 5.8(e).
     “Acquiror Required Consents” has the meaning set forth in Section 7.1(1).
     “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.
     “Aggregate LLC Deposit Amount” means $60,000,000.
     “Antitrust Divisions” has the meaning set forth in Section 5.4(d)(1).
     “Applications” has the meaning set forth in Section 5.4(d)(2).
     “Appurtenances” means all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of the Land, including all easements appurtenant to and for the benefit of any Land (a “Dominant Parcel”) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.
     “Assets” means all properties, assets, privileges, rights, interests and claims, real and personal, tangible and intangible, of every type and description, wherever located, which are directly or indirectly owned or used in the conduct of the Business or the operation of any of the Stations, including, the Governmental Authorizations, Tangible Personal Property, Real Property, Contracts, Intellectual Property Assets, Programs, FCC Logs and Business Records, and including any replacement of and addition to such assets between the date hereof and the Effective Time.
     “Award Shares” has the meaning set forth in Section 2.10(f).
     “Balance Sheet” has the meaning set forth in Section 3.4(a).
     “Base Merger Consideration” means $1,150,000,000.
     “Bridge Capital Escrow Amount” means the amount deposited in the Escrow Account pursuant to Section 9.2(b).
     “Bridge Capital Losses” has the meaning set forth in Section 9.2(b).
     “Bridge Capital Matter” has the meaning set forth in Section 9.2(b).
     “Business” means the ownership and operation of the Stations by the Radio Subsidiaries pursuant to licenses, permits and authorizations issued by the FCC, excluding any other businesses or operations of any nature conducted by SPC, its Subsidiaries and Affiliates, including Susquehanna Pfaltzgraff

2

 

Investments, Inc., The Pfaltzgraff Co., SMC Interactive, Inc., Susquehanna Real Estate, LLC, Susquehanna Pfaltzgraff Services, Inc., Susquehanna Cable Co., Media PCS Ventures, Inc., SPC Insurance Co., Susquehanna Fiber Systems, Inc. or any of their respective direct or indirect Subsidiaries.
     “Business Day” means any day other than (a) a Saturday or Sunday or (b) any other day on which banks in the city of New York are permitted or required to be closed.
     “Business Financial Statements” has the meaning set forth in Section 5.12.
     “Business Records” means all statements, books and financial reports, advertising reports, programming studies, consulting reports, marketing data, technical information specifications, engineering drawings and reports, manuals, computer programs, tapes and software, personnel records, marketing and listener lists, lists of vendors and other suppliers and other information in tangible form used in or related to the operations of the Business.
     “Cable Agreements” means the Cable Asset Purchase Agreement, the Cable Redemption Agreement and the Cable Escrow Agreement.
     “Cable Asset Purchase Agreement” means that certain Asset Purchase Agreement dated October 31, 2005, by and between Susquehanna Cable Co. and Comcast Corporation, as such agreement is amended or otherwise modified, pursuant to which Susquehanna Cable Co. and its Subsidiaries have agreed to consummate a transaction constituting a Cable Transaction.
     “Cable Escrow Agreement” means that certain Escrow Agreement dated October 31, 2005, by and between SMC, Susquehanna Cable Co. and J.P. Morgan Trust Company, National Association as such agreement is amended or otherwise modified.
     “Cable Redemption Agreement” means that certain Redemption Agreement dated October 31, 2005 by and among Susquehanna Cable Co., SMC, SPC and Lenfest York, Inc., as such agreement is amended or otherwise modified, pursuant to which Susquehanna Cable Co. and its Subsidiaries have agreed to consummate a transaction constituting a Cable Transaction.
     “Cable Transaction” means the sale, transfer, disposal or other conveyance by SMC of all or substantially all of its rights and interests, direct or indirect, in the cable and related assets and businesses of Susquehanna Cable Co. and its Subsidiaries, effected, by sale, merger, redemption, distribution, liquidation or other conveyance or disposition transaction, or by a combination of such transactions, either pursuant to the Cable Agreements, definitive Agreements in respect of the Cable Transaction entered into with an alternative purchaser, or otherwise pursuant to Section 5.3 hereof.
     “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.
     “Certificate of Merger” has the meaning set forth in Section 2.2.
     “Claim Notice” has the meaning set forth in Section 9.4(a).
     “Closing” means the closing of the Transaction.
     “Closing Date” has the meaning set forth in Section 2.3.
     “Closing Date Financial Statements” has the meaning set forth in Section 2.12(a).

3

 

     “Closing Merger Consideration” has the meaning specified for such term in Section 2.9(c).
     “Closing Merger Payment” has the meaning set forth in Section 2.9(b)(1).
     “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
     “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
     “Comcast Cable Transaction” means the Cable Transaction occurring pursuant to the Cable Agreements.
     “Commission Authorizations” means any and all licenses, permits, approvals, construction permits, antenna registrations and other authorizations issued or granted by the FCC to any of the Radio Subsidiaries including any and all auxiliary and/or supportive transmitting and/or receiving facilities, boosters, and repeaters, together with any and all renewals, extensions, or modifications thereof and additions thereto between the date of this Agreement and the Effective Time.
     “Commitment Letters” has the meaning set forth in Section 4.3.
     “Communications Act” means the Communications Act of 1934, as amended.
     “Consent” means all licenses, permits (including construction permits), certificates, waivers, amendments, consents, franchises, exemptions, variances, expirations and terminations of any waiting period requirements, other actions by, and notices, filings, registrations, qualifications, declarations and designations with, any Person and other authorizations and approvals, including Governmental Authorizations.
     “Contracts” means all contracts, agreements, orders, commitments, arrangements and understandings, written or oral, to which SPC in connection with the Business or any Radio Subsidiary or any affiliate or predecessor thereof, is a party, including all leases, program licenses, contracts to broadcast products or programs on the Stations, and employment, confidentiality and indemnification agreements, advertising contracts, Real Property Leases and Personal Property Leases.
     “Credit Agreement” means that certain credit agreement dated as of February 20, 2004, among SMC, the Lender parties thereto, and Wachovia Bank, National Association, as issuing bank and as agent.
     “Debenture Offer” has the meaning set forth in Section 5.11(a).
     “Debentures” has the meaning set forth in Section 5.11(a).
     “Debt” of any Person means all obligations (including premiums, breakage fees, prepayment penalties and accrued interest) of such Person for borrowed money, all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, all such obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable in the Ordinary Course of Business), all obligations of such Person under any lease of any property (whether real, personal or mixed) which is or should be accounted for as a capital lease on the balance sheet of that Person in accordance with GAAP, all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance, letter of credit, guaranty or similar instrument, all overdraft obligations, and all similar obligations of other Persons secured by an Encumbrance on any asset of such Person.

4

 

     “DGCL” means the General Corporate Law of the State of Delaware.
     “Dissenting Shares” has the meaning set forth in Section 2.10(g).
     “Disposition” has the meaning set forth in Section 5.3.
     “Effective Time” has the meaning set forth in Section 2.2.
     “Employee Plans” has the meaning set forth in Section 3.16(a).
     “Employees” means all employees of the Radio Subsidiaries except SMC. “Employees” shall not refer to or include any individual performing services in connection with the Business who a Radio Subsidiary has classified as an independent contractor as of immediately prior to the Closing.
     “Encumbrance” means any charge, claim, condition, equitable interest, lien, option, pledge, security interest, mortgage, deed of trust, right of way, easement, encroachment, servitude, defect in title, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.
     “Environment” means soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life and any other environmental medium or natural resource.
     “Environmental Laws” means any Legal Requirement (including common law), Governmental Authorization or agreement with any Governmental Body or third party relating to (i) the protection of the environment or human health and safety (including air, surface water, ground water, drinking water supply, and surface or subsurface land or structures), (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or disposal of, any Hazardous Material or (iii) noise or odor.
     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
     “ERISA Affiliate” has the meaning set forth in Section 3.16(a).
     “Escrow Account” has the meaning set forth in Section 2.13.
     “Escrow Agent” has the meaning set forth in the Recitals.
     “Escrow Agreement” has the meaning set forth in the Recitals.
     “Escrow Amount” means the Indemnity Escrow Amount, plus the Net Working Capital Escrow Amount, if any, plus the Excluded Liabilities Escrow Amount, if any, plus the Tax Escrow Amount, if any, plus the Bridge Capital Escrow Amount.
     “Escrow Payments” has the meaning set forth in Section 2.10(a).
     “ESOP” has the meaning set forth in Section 5.8(a).
     “ESOP Aggregate Additional Amount” means the aggregate ESOP Share Additional Amounts payable in the Merger with respect to all ESOP Stock (other than shares of ESOP Stock that are Dissenting Shares).

5

 

     “ESOP Share Additional Amount” means the dollar amount per share specified by the SPC Board of Directors prior to Closing in a duly adopted resolution as payable with respect to the shares of ESOP Common Stock pursuant to the Stock Exchange and Purchase Agreement dated May 12, 1999.
     “ESOP Trust” means the Susquehanna Pfaltzgraff Co. Employee Stock Ownership Trust.
     “Exchange Act” means the Securities Exchange Act of 1934.
     “Exchange Merger Consideration” has the meaning set forth in Section 2.11(a).
     “Excluded Liabilities” means (i) any Debt of SPC or the Radio Subsidiaries, (ii) any liabilities or obligations of any nature whatsoever, known or unknown, fixed or contingent, statutory, contractual or otherwise, disclosed or undisclosed, whether or not accrued, to the extent arising from or related to any assets, business or operations of SPC, its Subsidiaries or Affiliates to the extent such liabilities do not relate exclusively to the Business, including liabilities in respect of the entities, businesses or assets subject to the Disposition, or otherwise disposed of or discontinued on or prior to the date hereof, all liabilities, costs and expenses in respect of the obligations described in Section 5.3(b), and SPC, SMC or other holding company level liabilities or obligations not exclusively related to the Business, including severance and other costs and liabilities in respect of any employees who are not Employees (not inclusive, however, of Excluded Taxes) and (iii) all amounts due or to become due to UBS Securities LLC pursuant to that certain engagement agreement dated March 16, 2005, and all amounts due or to become due to other investment bankers, brokers, accountants, consultants, experts or other advisors to SPC, its Subsidiaries or the Stockholders’ Representative and to legal counsel of SPC, its Subsidiaries or the Stockholders’ Representative in connection with the transactions provided for herein or transactions contemplated as an alternative to the transactions provided for herein, including all expenses and costs for all activities preparatory thereto, or related to the planning, structuring, negotiation or consummation thereof.
     “Excluded Liabilities Escrow Amount” has the meaning set forth in Section 2.8(b).
     “Excluded Taxes” has the meaning set forth in Section 9.2(a).
     “FAA” means the Federal Aviation Administration.
     “Facilities” means any real property, leasehold or other interest in real property currently owned or operated by a Radio Subsidiary, including the Tangible Personal Property at the respective locations of the Real Property specified in Sections 3.7 and 3.8.
     “FCC” means the Federal Communications Commission.
     “FCC Consent” means action by the FCC granting the Applications and providing its consent to the transfer of control of the Commission Authorizations pursuant to the Merger.
     “FCC Logs” means all FCC logs and similar records that relate to the operation of the Stations.
     “Final Excluded Liabilities Adjustment Amount” has the meaning set forth in Section 2.12(a).
     “Final Excluded Liabilities Amount” has the meaning set forth in Section 2.12(a).

6

 

     “Final Order” means an FCC Consent, with respect to which no action, request for stay, petition for rehearing or reconsideration, appeal or review by the FCC on its own motion is pending and as to which the time for filing or initiation of any such request, petition, appeal or review has expired.
     “Final Net Working Capital” has the meaning set forth in Section 2.12(a).
     “Final Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.12(a).
     “Final Tax Adjustment Amount” has the meaning set forth in Section 2.12(a).
     “Final Tax Amount” has the meaning set forth in Section 2.12(a).
     “Financial Statements” means collectively the Business Financial Statements and the financial statements described in Sections 3.4(a) and (b) hereof.
     “Financing” has the meaning set forth in Section 5.12.
     “GAAP” means generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis.
     “Governing Documents” means, with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (g) any amendment or supplement to any of the foregoing.
     “Governmental Authorization” means all licenses (including Commission Authorizations), permits (including construction permits), certificates, waivers, amendments, consents, exemptions, variances, expirations and terminations of any waiting period requirements (including pursuant to the HSR Act), other actions by, and notices, filings, registrations, qualifications, declarations and designations with, and other authorizations and approvals and issued by or obtained from a Governmental Body or pursuant to any Legal Requirement, excluding authorization, approvals or filings related to service marks, trademarks, patents or copyrights.
     “Governmental Body” means any domestic, foreign, federal, territorial, state or local government authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative or other agency or any political or other subdivision, department or branch of any of the foregoing with competent jurisdiction.
     “Ground Lease” means any long-term lease of Land in which most of the rights and benefits comprising ownership of the Land, Improvements and Appurtenances thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof.
     “Hazardous Material” means and includes any and all pollutants, contaminants, hazardous substances or materials (as defined in any of the Environmental Laws), hazardous wastes, toxic

7

 

pollutants, toxic substances (as defined in any of the Environmental Laws), deleterious substances, caustics, radioactive substances or materials, hazardous materials, and any and all other sources of pollution or contamination, or terms of similar import, that are identified, listed either individually or as part of a category or subcategory or regulated under any Environmental Law as any such Environmental Law existed prior to or as of the Closing Date (i.e., without regard to any amendment, modification or interpretation after the Closing Date in a manner increasing liabilities or obligations with respect to any such substance), and including crude oil or any fraction thereof, petroleum and its derivatives and by-products, natural or synthetic gas, any other hydrocarbons, heavy metals, asbestos, lead, lead-based paint, nuclear fuel and polychlorinated biphenyls.
     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act.
     “Improvements” means all antenna towers, guy anchors, ground radials, buildings, structures, fixtures and improvements that are located on the Land, including those under construction.
     “Indemnified Parties” has the meaning set forth in Section 9.3.
     “Indemnifying Party” has the meaning set forth in Section 9.4(a).
     “Indemnity Agreement” means each of the three Indemnity Agreements in the form set forth on Exhibit C hereto.
     “Indemnity Escrow Amount” means $34,500,000.
     “Indenture” means that certain indenture dated as of April 23, 2003, between SMC and J.P. Morgan Trust Company, National Association, as trustee.
     “Initial Order” has the meaning set forth in Section 5.4(d)(2).
     “Intangibles” means the call letters of the Stations, and all copyright registrations, trademarks, trademark registrations, patents, service marks, logos, slogans, jingles, service names, trade names, applications for any of the foregoing, domain names and names of web sites held or used in connection with the operation of the Stations and any licenses (other than for shrink-wrap software), and all goodwill associated with any of the foregoing.
     “Intellectual Property Assets” has the meaning set forth in Section 3.13.
     “Interim Balance Sheets” means collectively the SPC Interim Balance Sheets and the SRC Interim Balance Sheets.
     “Kansas City Transaction” means the sale of substantially all of the assets of 1051 FM, LLC and Susquehanna Kansas City Partnership.
     “Kansas City Transaction Agreement” means that certain Asset Purchase Agreement dated October 31, 2005, by and among CMP KC Corp. purchaser, and 1051FM, LLC and Susquehanna Kansas City Partnership, as sellers (the “Kansas City Sellers”), pursuant to which the parties have agreed to consummate the Kansas City Transaction.
     “Knowledge” means (i) with respect to SPC and the Radio Subsidiaries, the collective actual knowledge of the Vice President of Human Resources and the Vice President/General Counsel of SPC, the President of SMC and the following officers of Susquehanna Radio Corp.: the President, the Senior

8

 

Vice President/Controller, the Vice President/Administration and the Vice President/Director of Engineering and the Persons identified on Schedule 1.1(a); and (ii) with respect to Acquiror, the collective actual knowledge of Acquiror’s executive officers.
     “Land” means all parcels and tracts of land in which a Radio Subsidiary has an ownership interest, including fee estates, leaseholds and subleaseholds, purchase options, easements, licenses, rights to access and rights of way.
     “Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.
     “Lenders” means those Persons to which Debt is owed by SPC and the Radio Subsidiaries.
     “Letter of Transmittal” has the meaning set forth in Section 2.11(b).
     “LLC Deposit Amount” means $20,000,000.
     “Losses” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties and costs and expenses (including reasonable attorneys’ fees and reasonable out of pocket disbursements).
     “Majority in Interest” has the meaning set forth in Section 2.15(d).
     “Material Adverse Effect” means any change, event, circumstance or occurrence that, individually or in the aggregate, is (or would reasonably be expected to be) materially adverse to the condition (financial or otherwise) assets, liabilities, results of operations or prospects of the Business, taken as a whole, or any material impairment or delay of SPC’s ability to effect the Closing or to perform its obligations under this Agreement other than any (i) change, event, circumstance, occurrence, impairment or delay occurring or arising after the date hereof (A) relating to any general, national, international or regional economic or financial conditions generally affecting the commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business, (B) resulting from or otherwise attributable to the public announcement of the Transaction, the identity of Acquiror or the public announcement of any other transaction by Acquiror, (C) resulting from any action taken by Acquiror with respect to the exercise of its rights under Section 5.5(a), (D) relating to the radio industry generally due to competition from outside the terrestrial commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business, (E) due to, resulting from or otherwise attributable to any violation of the terms of this Agreement by Acquiror, or (F) any change, event, circumstance, or occurrence described and referred to in Schedule 6.2(f); or (ii) change in a Legal Requirement or accounting standards or interpretations thereof that is of general application.
     “Material Contracts” has the meaning set forth in Section 3.20(a).
     “Material Insurance Policies” has the meaning set forth in Section 3.21.
     “Merger” has the meaning set forth in Section 2.1.
     “Merger Consideration” has the meaning set forth in Section 2.9(a).
     “Merger Sub” has the meaning set forth in the first paragraph of this Agreement.

9

 

     “Net Working Capital” means all current assets of SPC and the Radio Subsidiaries on a consolidated basis, minus all current liabilities of SPC and the Radio Subsidiaries on a consolidated basis, determined in accordance with GAAP on a basis consistent with the preparation of the Balance Sheet, excluding cash, Tax assets, any Excluded Taxes, any Excluded Liabilities and any intercompany liabilities between SPC and any Radio Subsidiary or among the Radio Subsidiaries. Current liabilities shall include (i) all amounts paid for the sale of airtime to be aired after the Effective Time and (ii) the value of any trade or barter received for airtime to be aired after the Effective Time, and shall exclude all liabilities related to the Bridge Capital Matter.
     “Net Working Capital Escrow Amount” means the amount deposited in the Escrow Account pursuant to Section 2.8(a).
     “Net Working Capital Target Amount” means $34,289,129.
     “Non-Real Estate Encumbrances” has the meaning set forth in Section 3.9(b).
     “Order” means any order, decision, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.
     “Ordinary Course of Business” means an action taken by a Person consistent in nature, scope and magnitude with the past practices of such Person and taken in the ordinary course of the normal, day-to-day operations of such Person.
     “Paying Agent” has the meaning set forth in Section 2.11(a).
     “Payment Date” has the meaning set forth in Section 2.12(e).
     “Pending Applications” has the meaning set forth in Section 3.11(a).
     “Permitted Encumbrances” means the Real Estate Encumbrances and the Non-Real Estate Encumbrances.
     “Person” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.
     “Personal Property Leases” means leases for all Tangible Personal Property.
     “Post-Closing Taxes” means (i) any Taxes for periods beginning after the Closing Date and (ii) with respect to a Straddle Period (A) in the case of any Tax based upon or related to income or receipts, the post-Closing portion of such Tax shall be deemed equal to the amount that would be payable if the relevant taxable period began the day after the Closing Date, and (B) in the case of any real or personal property Tax or any other Tax not described in the next sentence or in clause (A), the post-Closing portion of such Tax shall be deemed equal to the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred, as reflected on the books and records of the Business.
     “Pre-Closing Taxes” means (i) all Taxes for periods that end on or prior to the Closing Date and (ii) with respect to a Straddle Period (A) in the case of any Tax based upon or related to income or

10

 

receipts, the pre-Closing portion of such Tax shall be deemed equal to the amount that would be payable if the relevant taxable period ended the day of the Closing, and (B) in the case of any real or personal property Tax or any other Tax not described in the next sentence or in clause (A), the pre-Closing portion of such Tax shall be deemed equal to the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire taxable period. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred, as reflected on the books and records of the Business. All Taxes arising from, relating to, or agreed to in connection with (including any obligation relating to Taxes agreed to in the Cable Agreements) the transactions contemplated under Section 5.3 shall be “Pre-Closing Taxes”.
     “Preliminary Excluded Liabilities Payoff Amount” means the amount required to discharge all Excluded Liabilities identifiable as of the Closing Date, as determined pursuant to Section 2.8(b).
     “Preliminary Net Working Capital” has the meaning set forth in Section 2.8(a).
     “Preliminary Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.8(a).
     “Preliminary Tax Amount” has the meaning set forth in Section 2.8(c).
     “Principal Stockholder’s Agreement” has the meaning set forth in the Recitals.
     “Principal Stockholder Common Stock” means the shares of SPC Common Stock held by each of the Principal Stockholders, as set forth below:
     
Louis J. Appell Residuary Trust
  5,861,800 shares
fbo Louis J. Appell, Jr.
    
 
    
Goshawk, LLC
  6,008,322 shares
 
    
Priam, LLC
  5,922,793 shares
     “Principal Stockholders” means the Louis J. Appell Residuary Trust fbo Louis J. Appell, Jr., Goshawk, LLC and Priam, LLC.
     “Principal Stockholder LLC” means each of the three limited liability companies to be formed by Acquiror prior to Closing and further identified on Exhibit D, each of which shall be subject to a limited liability company operating agreement, the material terms of which are described on such Exhibit and otherwise to be in a form and have such terms as are consistent with its purpose and otherwise reasonably acceptable to Acquiror and SPC. “Principal Stockholder LLCs” shall mean all three of the Principal Stockholder LLCs. When the term “related” is used in connection with a Principal Stockholder LLC, it refers to the Principal Stockholder LLC named after the Principal Stockholder, the entire membership interest in which will be assigned to such Principal Stockholder in the Merger.
     “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

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     “Programs” means all computer systems (including without limitation, management information and order systems, hardware, software, servers, computers, printers, scanners, monitors, peripheral and accessory devices, and the related media, manuals, documentation, and user guides) of or used by or in the operation of the Business, all related claims, credits, and rights of recovery and set-off with respect thereto, and all of the right, title, and interest (including by reason of license or lease) of SPC, the Radio Subsidiaries or the Stations in or to any software, computer program, or software product owned, used, developed, or being developed by or for any of the Stations or otherwise by SPC or the Radio Subsidiaries, whether for internal use or for sale or license to others, and any software, computer program, or software product licensed by SPC or the Radio Subsidiaries , and all proprietary rights of SPC, the Radio Subsidiaries or the Stations, whether or not patented or copyrighted, associated therewith.
     “Proximate Cause Party” has the meaning set forth in Section 8.2(a).
     “Radio Subsidiaries” means Susquehanna Media Co., Susquehanna Radio Corp., WSBA Lico, Inc., WVAE Lico, Inc., WNNX Lico, Inc., Radio Cincinnati, Inc., WRRM Lico, Inc., Radio Indianapolis, Inc., WFMS Lico, Inc., Indianapolis Radio License Co., Indy Lico, Inc., Radio Metroplex, Inc., Radio San Francisco, Inc., KFFG Lico, Inc., KRBE Radio, Inc., KRBE Broadcasting, Inc., KRBE Lico, Inc., KNBR, Inc., Bay Area Radio Corp., KNBR Lico, Inc., KPLX Lico, Inc., KLIF Broadcasting, Inc., KLIF Lico, Inc., KPLX Radio, Inc., KLIF Radio, Inc., Texas Star Radio, Inc., Sunnyside Communications, Inc., S.C.I. Broadcasting, Inc., Susquehanna Radio Services, Inc., Susquehanna License Co., LLC, KLIF Broadcasting Limited Partnership, KPLX Limited Partnership and KRBE Limited Partnership.
     “Real Estate Encumbrances” has the meaning set forth in Section 3.9(a).
     “Real Property” means the Land and Improvements and all Appurtenances thereto and any Real Property Lease.
     “Real Property Lease” means any Ground Lease or Space Lease.
     “Related Person” means (i) with respect to a particular individual, (a) each other member of such individual’s Family, (b) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family, (c) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest, and (d) any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity) and (ii) with respect to a specified Person other than an individual, (a) any Person that is an Affiliate of such specified Person, (b) any Person that holds a Material Interest in such specified Person, (c) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity), (d) any Person in which such specified Person holds a Material Interest, and (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, (i) the “Family” of an individual includes (a) the individual, (b) the individual’s spouse, (c) the individual’s mother, father, mother-in-law or father-in-law and (d) any other natural person who resides with such individual and (ii) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least 10% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10% of the outstanding equity securities or equity interests in a Person.
     “Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

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     “Report” means all documents filed by SPC or any Radio Subsidiary with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, including such filings on Form 10-K, Form 10-Q, Form 8-K and Schedule 14A, and all schedules and exhibits thereto.
     “Requisite Consents” has the meaning set forth in Section 5.11(a).
     “Reserve Amount Rights” has the meaning set forth in Section 2.10(a).
     “Review Period” has the meaning set forth in Section 2.12(b).
     “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC promulgated thereunder.
     “SEC” means the United States Securities and Exchange Commission.
     “Securities Act” means the Securities Act of 1933.
     “Securities Act Affiliate” has the meaning set forth in Section 5.10.
     “SMC” means Susquehanna Media Co.
     “Solicitation” has the meaning set forth in Section 5.11(a).
     “Space Lease” means any lease, license or rental agreement pertaining to the occupancy of any improved space, including antenna towers, on any Land that is not a Ground Lease.
     “SPC” has the meaning set forth in the first paragraph of this Agreement.
     “SPC Award” has the meaning set forth in Section 2.10(f).
     “SPC Certificates” has the meaning set forth in Section 2.10(c).
     “SPC Confidentiality Agreement” means the letter agreement, dated May 10, 2005, between UBS Securities LLC, on behalf of SPC, and Cumulus Media Inc.
     “SPC Dissenting Holder” has the meaning set forth in 2.10(g).
     “SPC Documents” has the meaning set forth in Section 3.2(a).
     “SPC ESOP Common Stock” means the ESOP Common Stock, par value $0.01, of SPC.
     “SPC Indemnified Parties” has the meaning set forth in Section 9.3.
     “SPC Interim Balance Sheet” has the meaning set forth in Section 3.4(a).
     “SPC Nonvoting Common Stock” means the Class A Nonvoting Common Stock, par value $0.01, of SPC.
     “SPC Pre-Closing Return” has the meaning set forth in Section 5.14(b).
     “SPC Required Consents” means the Governmental Authorizations referred to in Section 5.4(d).

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     “SPC Return” has the meaning set forth in Section 5.14(a).
     “SPC Stock” means collectively all of the issued and outstanding shares of SPC Voting Common Stock, SPC ESOP Common Stock and SPC Nonvoting Common Stock.
     “SPC Stockholder” means a holder of record of one or more shares of SPC Stock.
     “SPC Stockholder Reserve Amount” means $40,000,000.
     “SPC Straddle Period Return” has the meaning set forth in Section 5.14(c).
     “SPC Voting Common Stock” means the Common Stock, par value $0.01, of SPC.
     “SRC” means Susquehanna Radio Corp.
     “SRC Interim Balance Sheet” has the meaning set forth in Section 3.4(b).
     “Statement of Objections” has the meaning set forth in Section 2.12(c).
     “Station” or “Stations” means, as the context requires, the commercial radio broadcast stations listed on Schedule 1.1(c) owned and operated by the Radio Subsidiaries.
     “Stockholders’ Representative” shall mean Craig W. Bremer, or any other Person selected as a successor thereto in accordance with the provisions of Section 2.15 hereof.
     “Straddle Period” means taxable periods which begin before the Closing Date and end after the Closing Date.
     “Subsidiary” means, with respect to any Person, any entity whether incorporated or unincorporated of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries.
     “Successor Stockholders’ Representative” has the meaning set forth in Section 2.15(e).
     “Surviving Corporation” has the meaning set forth in Section 2.1.
     “Tangible Personal Property” means all antennas, studio equipment, electrical devices, transmission equipment (including transmitter towers and transmitters), machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, spare parts, music libraries, vehicles and other items of tangible personal property of every kind owned or leased by a Radio Subsidiary or used in the Business (wherever located and whether or not carried on the books of a Radio Subsidiary), together with (i) all replacements thereof, additions and alterations thereto, and substitutions therefor, made between the date hereof and the Effective Time and (ii) any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.
     “Tax” means any foreign, United States federal, state or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, abandoned or unclaimed property,

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escheat, estimated, or other tax, fee, assessment, levy, tariff or charge of any kind whatsoever imposed by or under the authority of a Governmental Body (including any tax imposed by reason of a disallowance of any deduction or loss, including under Section 162, 163, 164, 165, 166, 167, 168, 170, 172, 174, 175, 179, 197, 198, 263, 263A, 265, 267, 269, 280G or 280H of the Code), including any interest, penalty or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the liability of any other Person for any of the foregoing items.
     “Tax Difference” has the meaning set forth in Section 5.14(d).
     “Tax Escrow Amount” means the amount deposited in the Escrow Account pursuant to Section 2.8(c).
     “Tax Return” means any return (including any amended return or information return), report, statement, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.
     “Third-Party Claim” has the meaning set forth in Section 9.4(a).
     “Transaction” means the collective transactions contemplated by this Agreement, including the Merger.
     “U.S. Antitrust Laws” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all other federal and state statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.
     “Written Consent” has the meaning set forth in Section 3.2(a).
     Section 1.2 Usage.
     (a) Interpretation. In this Agreement, unless a clear contrary intention appears:
     (1) the singular number includes the plural number and vice versa;
     (2) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;
     (3) reference to any gender includes each other gender;
     (4) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;
     (5) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time

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to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision;
     (6) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;
     (7) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;
     (8) “or” is used in the inclusive sense of “and/or”;
     (9) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”;
     (10) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto;
     (11) the terms “Dollars” and “$” mean United States Dollars; and
     (12) references herein to a specific Section, Subsection, Recital, Schedule or Exhibit refer, respectively, to Sections, Subsections, Recitals, Schedules or Exhibits of this Agreement.
     (b) Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.
     (c) Legal Representation of the Parties. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.
     (d) Satisfaction of Obligations. Any obligation of SPC under or pursuant to this Agreement may be satisfied, met or fulfilled, in whole or in part, at SPC’s sole and exclusive option, either by SPC directly or by an Affiliate or designee of SPC that SPC causes to satisfy, meet or fulfill such obligation, in whole or in part. Any obligation of Acquiror or Merger Sub may be satisfied, met or fulfilled, in whole or in part, at their sole and exclusive option, either by Acquiror or Merger Sub directly or by an Affiliate or designee of Acquiror or Merger Sub that Acquiror or Merger Sub causes to satisfy, meet or fulfill such obligations, in whole or in part; provided that Acquiror’s and Merger Sub’s obligations to engage in and complete the Merger contemplated hereunder shall not be met or fulfilled, in whole or in part, by Affiliates or designees other than Affiliates and designees that are corporations duly organized, validly existing and in good standing under the laws of their respective States of incorporation.
ARTICLE II
THE MERGER
     Section 2.1 The Merger.
     Subject to the terms and conditions of this Agreement, at the Effective Time, Merger Sub will be merged with and into SPC, in accordance with the DGCL and with the effect provided therein (the

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“Merger”). SPC shall be the surviving corporation (the “Surviving Corporation”) and shall become a direct wholly-owned subsidiary of Acquiror and the separate corporate existence of Merger Sub shall cease.
     Section 2.2 Effective Time.
     Subject to the provisions of this Agreement, the parties will cause the Merger to be consummated by filing an appropriate certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in such form as required by, and executed in accordance with, the relevant provisions of the DGCL on the Closing Date. The Merger will become effective upon such filing or at such time thereafter as is provided in the Certificate of Merger (the “Effective Time”).
     Section 2.3 Closing of the Merger.
     The Closing will take place at a time and on the date selected by Acquiror and reasonably acceptable to SPC that is no later than the later of (i) the thirtieth (30th) calendar day after the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) are satisfied or waived or (ii) the forty-fifth (45th) calendar day following the delivery by SPC of all the materials set forth in Section 5.12 (the “Closing Date”), at the offices of Hunton & Williams LLP, 200 Park Avenue, 52nd Floor, New York, New York 10166, unless the parties agree to another time, date or place in writing.
     Section 2.4 Effects of the Merger.
     The Merger will have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all properties, rights, privileges, powers and franchises of SPC and Merger Sub will vest in the Surviving Corporation, and all debts, liabilities and duties of SPC and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
     Section 2.5 Certificate of Incorporation and By-laws.
     The certificate of incorporation and bylaws of SPC, as in effect immediately prior to the Effective Time, shall be amended and restated in the Merger as of the Effective Time to read in their entirety as set forth on Exhibit E and Exhibit F hereto, respectively, and, as so amended will be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation until amended in accordance with their respective terms and applicable law.
     Section 2.6 Directors.
     The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation at the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until such director’s successor is duly elected and qualified.
     Section 2.7 Officers.
     The officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation at the Effective Time until any such officer’s successor is duly elected or appointed and qualified.

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     Section 2.8 Pre-Closing Matters.
     (a) Preliminary Net Working Capital Adjustment. No later than twenty (20) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an unaudited balance sheet, prepared in good faith in accordance with GAAP on a basis consistent with preparation of SPC’s audited financial statements for the year ended December 31, 2004, estimated as of the Closing, pro forma as to, and giving effect for, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and on or before the Effective Time, along with the computation by SPC of the Net Working Capital as reflected in such balance sheet (the “Preliminary Net Working Capital”), with such computation to be in the form of the sample calculation set forth in Schedule 2.8(a). Absent an objection of Acquiror, delivered no later than five (5) calendar days prior to the Closing, as to such estimated balance sheet and SPC’s computation of the Preliminary Net Working Capital, such estimate by SPC of the Preliminary Net Working Capital shall be used solely to effectuate the Closing and for calculation of the Closing Merger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions on specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the estimated balance sheet prepared by SPC and computation of the Preliminary Net Working Capital and such Acquiror-adjusted amount shall be considered the Preliminary Net Working Capital solely to effectuate the Closing and for calculation of the Closing Merger Payment. The “Preliminary Net Working Capital Adjustment Amount” shall mean the Preliminary Net Working Capital (so determined above) less the Net Working Capital Target Amount. If the Preliminary Net Working Capital Adjustment Amount is a positive number, it shall be added to the sub-items comprising the Closing Merger Payment calculated in Section 2.9(b)(1), and if the Preliminary Net Working Capital Adjustment Amount is a negative number, it shall be subtracted from such sub-items. Should Acquiror issue an objection as described above, the excess of SPC’s computation of Preliminary Net Working Capital over the Preliminary Net Working Capital used to compute the Closing Merger Payment shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Net Working Capital Escrow Amount.”
     (b) Preliminary Excluded Liabilities Payoff Amount. No later than twenty (20) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an estimate of the Preliminary Excluded Liabilities Payoff Amount. Any assertion by SPC of the amount of the Excluded Liabilities with respect to any specific Lender that is supported by a pay-off letter or similar statement from such Lender in customary form shall be accepted by Acquiror for purposes of the Closing only, absent manifest error. Absent an objection of Acquiror, delivered no later than five (5) calendar days prior to the Closing, as to such calculation of the Preliminary Excluded Liabilities Payoff Amount, such estimate by SPC of Preliminary Excluded Liabilities Payoff Amount shall constitute the Preliminary Excluded Liabilities Payoff Amount and be used solely to effectuate the Closing and for calculation of the Closing Merger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions and specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the calculation prepared by SPC and computation of the Preliminary Excluded Liabilities Payoff Amount and such Acquiror-adjusted amount shall be considered the Preliminary Excluded Liabilities Payoff Amount solely to effectuate the Closing and for calculation of the Closing Merger Payment. Should Acquiror issue an objection as described above, the excess of the Preliminary Excluded Liabilities Payoff Amount used to compute the Closing Merger Payment over SPC’s computation of Preliminary Excluded Liabilities Payoff Amount shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Excluded Liabilities Escrow Amount.”
     (c) Preliminary Tax Amount. No later than forty-five (45) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an estimate,

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prepared in good faith, of all Excluded Taxes (excluding any cash amount actually deposited into escrow as the “Tax Escrow Amount” under the Cable Escrow Agreement upon the closing of the Comcast Cable Transaction in respect of any such Excluded Taxes as to which SPC or SMC shall have access to pay Excluded Taxes after the Effective Time), other than those paid or anticipated to be paid prior to the Closing Date, which estimate shall constitute the “Preliminary Tax Amount”. Absent an objection of Acquiror, delivered no later than ten (10) calendar days prior to the Closing, as to SPC’s computation of the Preliminary Tax Amount, such estimate by SPC of the Preliminary Tax Amount shall be used solely to effectuate the Closing and for calculation of the Closing Merger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions and specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the calculation of the Preliminary Tax Amount prepared by SPC and such Acquiror-adjusted amount shall constitute the Preliminary Tax Amount and be considered the Preliminary Tax Amount solely to effectuate the Closing and for calculation of the Closing Merger Payment. Should Acquiror issue an objection as described above, the excess of the Preliminary Tax Amount used to compute the Closing Merger Payment over SPC’s computation of Preliminary Tax Amount shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Tax Escrow Amount.”
     (d) Principal Stockholder. Within twenty (20) days of the date hereof, each of the Principal Stockholders shall deliver a legal opinion to Acquiror in form and substance reasonably acceptable to the Acquiror addressing such matters as are customary and reasonably satisfactory to Acquiror.
     Section 2.9 Merger Consideration.
     (a) The merger consideration payable by Acquiror pursuant to this Agreement (the “Merger Consideration”) shall be an amount equal to (i) the Base Merger Consideration; (ii) plus or minus the Preliminary Net Working Capital Adjustment Amount; (iii) plus or minus the Final Net Working Capital Adjustment Amount; (iv) minus the Preliminary Excluded Liabilities Payoff Amount; (v) plus or minus the Final Excluded Liabilities Adjustment Amount; (vi) minus the Preliminary Tax Amount; (vii) plus or minus the Final Tax Adjustment Amount; (viii) less the Aggregate LLC Deposit Amount (such items (i) through (viii) to be paid in cash); and plus (ix) all of the membership interests of each of the Principal Stockholder LLCs.
     (b) At the Closing, subject to adjustment pursuant to Section 2.10(g) hereof, Acquiror shall deliver the following amounts:
     (1) To the Paying Agent pursuant to Section 2.11 an amount equal to (A) the Base Merger Consideration; (B) plus or minus the Preliminary Net Working Capital Adjustment Amount; (C) minus the Preliminary Excluded Liabilities Payoff Amount; (D) minus the Preliminary Tax Amount; (E) minus the SPC Stockholder Reserve Amount; (F) minus the Escrow Amount; and (G) minus the Aggregate LLC Deposit Amount (the “Closing Merger Payment”), in cash, payable by wire transfer or delivery of other immediately available funds.
     (2) To the Lenders, an amount equal to that portion of the Preliminary Excluded Liabilities Payoff Amount comprising Debt as to which pay-off letters or similar statements in customary form have been received, in cash, payable by wire transfer or delivery of other immediately available funds. This payment shall be made as directed by the applicable Lender for the discharge of such Debt.
     (3) To a person or entity identified in writing by the Stockholders’ Representative thirty (30) days prior to the Closing Date, the SPC Stockholder Reserve Amount, in cash, payable

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by wire transfer or delivery of immediately available funds for the benefit of the SPC Stockholders on such terms and conditions as the Stockholders’ Representative shall establish in writing on or prior to Closing.
     (4) To the Escrow Agent, the Escrow Amount in cash, payable into the Escrow Account (as defined in the Escrow Agreement) by wire transfer or delivery of other immediately available funds.
     (5) To each of the three Principal Stockholder LLCs, the LLC Deposit Amount, in cash, payable by wire transfer or delivery of other immediately available funds.
     (c) For all purposes of this Agreement, the “Closing Merger Consideration” shall mean the sum of the dollar amount of the Closing Merger Payment and the three LLC Deposit Amounts.
     Section 2.10 Conversion of Shares.
     (a) Subject to Sections 2.10(d) and 2.10(g), at the Effective Time and without any action on the part of the holders thereof, the issued and outstanding shares of SPC Common Stock will convert into the right to receive the following: (i) (x) in the case of the shares of ESOP Common Stock, a pro rata share, in cash, of the Closing Merger Consideration plus the ESOP Aggregate Additional Amount, (y) in the case of the shares of Principal Stockholder Common Stock held by each of the three Principal Stockholders, a pro rata share, in cash, of the Closing Merger Consideration (reduced by an amount equal to the Principal Stockholders’ pro rata share (based on the number of shares of SPC Stock, exclusive of ESOP Common Stock, held by the Principal Stockholders) of the ESOP Aggregate Additional Amount), minus the LLC Deposit Amount plus 100 percent of the membership interest in the related Principal Stockholder LLC, and (z) in the case of the shares of SPC Common Stock other than the shares of ESOP Common Stock and the shares of Principal Stockholder Common Stock, a pro rata share, in cash, of the Closing Merger Consideration (reduced by a pro rata share (based on the number of shares of SPC Stock, exclusive of ESOP Common Stock, held by holders of SPC Common Stock) of the ESOP Aggregate Additional Amount), all as set forth on Schedule 2.10(a), (ii) plus a pro rata share of all payments to be made to the Stockholders’ Representative from the Escrow Account or otherwise pursuant to the terms of the Escrow Agreement (the “Escrow Payments”), and (iii) plus a pro rata share of the rights of the SPC Stockholders with respect to the SPC Stockholder Reserve Amount (the “Reserve Amount Rights”). Prior to Closing, SPC shall deliver to Acquiror Schedule 2.10(a), which shall set forth the name of each holder of SPC Stock immediately before the Closing and the pro rata share of Closing Merger Consideration, Escrow Payments and the Reserve Amount Rights to be paid or delivered to such holder of SPC Stock pursuant to the terms of Section 2.11.
     (b) At the Effective Time, as a result of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of Merger Sub Common Stock will convert into and become one fully paid and nonassessable share of SPC Voting Common Stock.
     (c) As a result of the Merger and without any action on the part of any holder thereof, at the Effective Time each share of SPC Stock issued and outstanding immediately before the Effective Time (other than SPC Stock held by any of SPC’s Subsidiaries) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of SPC Stock issued and outstanding immediately before the Effective Time (other than SPC Stock held by any of SPC’s Subsidiaries) shall thereafter cease to have any rights with respect to such shares of SPC Stock, except the right to receive the share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments, as set forth on Schedule 2.10(a), upon the surrender of a certificate representing such issued and outstanding shares of

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SPC Stock, together with a duly completed Letter of Transmittal (the “SPC Certificates”), or the rights described in Section 2.10(g).
     (d) Notwithstanding anything contained in this Section 2.10 to the contrary, (i) each share of SPC Stock issued and held in SPC’s treasury immediately before the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be cancelled and retired without payment of any consideration therefor and (ii) each share of SPC Stock issued and held by any of SPC’s Subsidiaries immediately before the Effective Time shall remain outstanding after the Effective Time and shall not be entitled to any payment in connection with the Merger.
     (e) In the event that any holders of SPC ESOP Common Stock tender shares of such SPC ESOP Common Stock to SPC for redemption prior to the Closing pursuant to the terms of the ESOP Trust, SPC shall redeem such shares prior to Closing in accordance with the terms of the ESOP Trust.
     (f) Prior to the Closing, SPC shall cause each outstanding award granted by SPC entitling the holder thereof to receive shares of SPC Nonvoting Common Stock (a “SPC Award”) to become fully vested and to be exercised and converted into the number of shares of SPC Nonvoting Common Stock to which each such SPC Award relates. Upon the exercise of such SPC Awards, SPC shall issue shares of SPC Nonvoting Common Stock (“Award Shares”) to the holders of such SPC Awards such that such Award Shares will be outstanding prior to the Closing.
     (g) Notwithstanding any provision contained in this Agreement to the contrary, all shares of SPC Stock outstanding immediately prior to the Effective Time and held by a holder who has not consented to the Merger in writing and who has demanded appraisal for such shares (“Dissenting Shares”) in accordance with the DGCL (a “SPC Dissenting Holder”) shall not be converted into a right to receive a share of the Closing Merger Consideration, plus a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable in respect of such shares pursuant to Section 2.10(a) but shall, from and after the Effective Time, have only such rights as are afforded to the holders thereof by the provisions of Section 262 of the DGCL, unless such SPC Dissenting Holder fails to perfect or withdraws or otherwise loses such SPC Dissenting Holder’s right to appraisal, and the payments to be made by Acquiror at Closing pursuant to Sections 2.9(b)(1), (3) and (4), and, subject to the succeeding sentence, the consideration payable hereunder in respect of the Merger, shall be reduced by the share of such payments attributable to the Dissenting Shares. If, after the Effective Time, such SPC Dissenting Holder fails to perfect or withdraws or loses such SPC Dissenting Holder’s right to appraisal, such shares shall be treated as if they had been converted as of the Effective Time into the right to receive the consideration otherwise payable in respect of such shares pursuant to Section 2.10(a), and Acquiror and SPC shall make the payments pursuant to Sections 2.9(b)(1), (3) and (4) theretofore withheld in respect of such Dissenting Shares. SPC shall give Acquiror prompt notice of (i) any demands received by SPC for appraisal of shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by SPC and (ii) all negotiations and proceedings with respect to such demands. SPC shall not, except with the prior written consent of Acquiror, make any payment with respect to any demands for appraisal, or offer to settle, or settle any such demands. In the event the amounts recovered in any DGCL appraisal proceeding are less than the amount by which the Merger Consideration is reduced pursuant this Section 2.10(g), the difference, less all reasonable costs and expenses of SPC and Acquiror in connection therewith, shall be paid in cash by SPC to the Stockholders’ Representative immediately upon the final conclusion of such DGCL appraisal proceeding.
     Section 2.11 Exchange Procedure.
     (a) Prior to the Effective Time, SPC shall appoint an agent reasonably acceptable to Acquiror (the “Paying Agent”) for the purpose of exchanging the SPC Certificates for a share of the Closing

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Merger Payment, the interests in the Principal Stockholder LLCs, if applicable, and a pro rata share of the Escrow Payments and the Reserve Amount Rights, payable or distributable with respect to such shares pursuant to Section 2.10(a), (collectively, the “Exchange Merger Consideration”). Prior to or at Closing, Acquiror shall (i) deliver to the account of the Paying Agent, by wire transfer of immediately available funds, the Closing Merger Payment, for the benefit of the holders of the SPC Certificates (excluding SPC Dissenting Holders) and (ii) assign to each Principal Stockholder LLC the membership interests in the related Principal Stockholder LLCs, such assignments to be effective as of the Effective Time.
     (b) Promptly on or before the Effective Time, the Paying Agent, as instructed by SPC, or SPC shall mail to each SPC Stockholder (excluding any shares of SPC Stock cancelled pursuant to Section 2.10(d):
     (1) a letter of transmittal (the “Letter of Transmittal”) (which will specify that delivery will be effected, and risk of loss and title to the SPC Certificates will pass, only upon delivery of such SPC Certificates to the Paying Agent and will be in such form as SPC and Acquiror agree prior to Closing), and
     (2) instructions for use in effecting the surrender of the SPC Certificates in exchange for a share of the Exchange Merger Consideration with respect to the shares of SPC Stock formerly represented thereby.
     (c) If any portion of the Exchange Merger Consideration is to be paid to a Person other than the holder of record of SPC Stock, it will be a condition to such payment that the SPC Certificate(s) so surrendered will be properly endorsed or otherwise be in proper form for transfer (with the signature or signatures thereof guaranteed to the extent required by the Letter of Transmittal) and that the Person requesting such payment will pay to the Paying Agent any taxes required as a result of such payment to a Person other than the registered holder of such SPC Certificate(s) or establish to the satisfaction of the Paying Agent that such tax has been paid or is not payable.
     (d) Upon surrender of a SPC Certificate for cancellation to the Paying Agent, together with the Letter of Transmittal, duly executed, and such other documents as Acquiror or the Paying Agent reasonably requests, the holder of such SPC Certificate will be entitled to receive promptly in exchange therefor his share of the Closing Merger Payment, the membership interests in the Principal Stockholder LLCs, if applicable, and when and as paid his pro rata share of the Escrow Payments, and the SPC Certificate so surrendered will be cancelled. Until surrendered as contemplated by this Section 2.11, each SPC Certificate will be deemed at any time after the Effective Time to represent only the right to receive a share of the Exchange Merger Consideration with respect to the shares of SPC Stock formerly represented thereby.
     (e) At or after the Effective Time, there will be no transfers on the stock transfer books of Surviving Corporation of the shares of SPC Stock that were outstanding immediately before the Effective Time. If, after the Effective Time, SPC Certificates are presented to the Surviving Corporation, they will be cancelled and exchanged in accordance with the procedures set forth in this Article II.
     (f) Any portion of the Closing Merger Payment delivered to the Paying Agent pursuant to this Section 2.11 that remains unclaimed by the former holders of SPC Stock eighteen (18) months after the Effective Time shall be returned to Acquiror, upon demand, and any such holder who has not exchanged his SPC Certificates for the Exchange Merger Consideration in accordance with this Section 2.11 prior to that time shall thereafter look only to Acquiror for payment of such consideration without any interest thereon.

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     (g) None of Acquiror, SPC, the Surviving Corporation, the Paying Agent or any other Person will be liable to any former holder of shares of SPC Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.
     (h) If any SPC Certificate is lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such SPC Certificate to be lost, stolen, or destroyed and, if required by Acquiror, the posting by such Person of a bond in such reasonable amount as Acquiror may direct as indemnity against any claim that may be made against it with respect to such SPC Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed SPC Certificate a share of the Exchange Merger Consideration, as provided in this Section 2.11, deliverable in respect thereof pursuant to this Agreement.
     Section 2.12 Post-Closing Purchase Price Adjustments.
     (a) Preparation of Closing Date Financial Statements. As soon as practicable, but in no event later than seventy-five (75) calendar days after the Closing Date, Acquiror shall cause Acquiror’s Accountants to perform a review of the consolidated financial statements of SPC and each Radio Subsidiary as of the Closing Date and for the period from the date of the Balance Sheet through the Effective Time, including a computation as of the Closing Date of (i) Net Working Capital (the “Final Net Working Capital”), (ii) Excluded Liabilities that are outstanding (the “Final Excluded Liabilities Amount”) and (iii) Excluded Taxes that are due or payable after the Effective Time (excluding any cash amount actually deposited into escrow as the “Tax Escrow Amount” under the Cable Escrow Agreement upon the closing of the Comcast Cable Transaction in respect of any such Excluded Taxes as to which SPC or SMC shall have access to pay Excluded Taxes after the Effective Time) (the “Final Tax Amount”) (the “Closing Date Financial Statements”). The Closing Date Financial Statements with respect to, as well as the financial information supporting the computations of the Final Net Working Capital and the Final Excluded Liabilities Amount, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of SPC’s audited financial statements for the year ended December 31, 2004. The Closing Date Financial Statements with respect to, as well as the information supporting the Final Tax Amount shall be prepared in accordance with applicable Tax law on a basis consistent with the preparation of SPC’s prior Tax Returns. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Final Net Working Capital Adjustment Amount”), the Final Excluded Liabilities Adjustment Payoff Amount shall be determined by deducting the Preliminary Excluded Liabilities Payoff Amount from the Final Excluded Liabilities Amount (the “Final Excluded Liabilities Adjustment Amount”), and the Final Tax Adjustment Amount shall be determined by deducting the Preliminary Tax Amount from the Final Tax Amount (the “Final Tax Adjustment Amount”), subject to final determination of such amounts pursuant to this Section 2.12.
     (b) Examination by the Stockholders’ Representative. Upon receipt of the Closing Date Financial Statements, the Stockholders’ Representative and the Stockholders’ Representative’s Accountants shall be permitted during the succeeding thirty (30) day period (the “Review Period”) full access at all reasonable times to: (i) the books and records and the personnel of SPC; (ii) the work papers prepared by Acquiror’s Accountants to the extent that they relate to SPC or any Radio Subsidiary; and (iii) such historical financial information (to the extent still in SPC’s possession) relating to SPC and each Radio Subsidiary as the Stockholders’ Representative may reasonably request for the purpose of reviewing the Closing Date Financial Statements.
     (c) Objection by the Stockholders’ Representative. On or prior to the last day of the Review Period, the Stockholders’ Representative may object to the Closing Date Financial Statements by delivering to Acquiror a written statement setting forth a reasonably specific description of the

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Stockholders’ Representative’s objections to the Closing Date Financial Statements and any of the computations accompanying same (the “Statement of Objections”). If the Stockholders’ Representative fails to deliver the Statement of Objections within the Review Period, the Closing Date Financial Statements shall be deemed to have been accepted by the Stockholders’ Representative and the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements shall be used in computing the Final Net Working Capital Adjustment Amount, the Final Tax Adjustment Amount and the Final Excluded Liabilities Adjustment Amount, respectively. If the Stockholders’ Representative delivers the Statement of Objections within the Review Period, the Stockholders’ Representative and Acquiror shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements with such changes as may have been previously agreed in writing by the Stockholders’ Representative and Acquiror, shall be final and binding.
     (d) Resolution of Disputes. If the Stockholders’ Representative and Acquiror shall fail to reach an agreement with respect to any of the matters set forth in the Statement of Objections, then such matters shall, not later than ten (10) Business Days after one of the parties affirmatively terminates discussions in writing with respect to the Statement of Objections, be submitted for resolution to the Accounting Expert who shall, acting as experts and not as arbitrators, resolve the disputes set forth in the Statement of Objections and make any adjustments to the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements. The parties hereto agree that all adjustments shall be made without regard to materiality. Unless otherwise agreed to by the parties, in determining the Final Tax Amount, the Accounting Expert shall not accept or take a position, unless in the opinion of the Accounting Expert, the position “should” prevail under the Code. The Stockholders’ Representative, SPC and Acquiror and their respective Accountants shall each make readily available to the Accounting Expert all relevant work papers and books and records relating to the business of SPC, each Radio Subsidiary and those relating to the SPC Stockholders (to the extent that they relate to the business or any former business of SPC or any Radio Subsidiary). The Accounting Expert shall make a determination as soon as practicable but in any event within thirty (30) calendar days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the dispute and its adjustments to the Closing Date Financial Statements, the Final Net Working Capital, the Final Tax Amount and the Final Excluded Liabilities Amount reflected in the Closing Date Financial Statements shall be conclusive and binding upon the parties hereto. The fees of the Accounting Expert shall be divided equally between the Stockholders’ Representative and Acquiror.
     (e) Final Purchase Price Adjustments. Within five (5) Business Days of the final determination of the Closing Date Financial Statements (and the Final Net Working Capital, the Final Excluded Liabilities Amount and the Final Tax Amount included therein) (the “Payment Date”), the parties shall cause the Escrow Agent, pursuant to the specific terms and conditions of the Escrow Agreement, to (i) pay from the Escrow Account to the appropriate party or parties: (A) with respect to the Net Working Capital Escrow Amount, the Final Net Working Capital Adjustment Amount, (B) with respect to the Excluded Liabilities Escrow Amount, the Final Excluded Liabilities Adjustment Amount, and (C) with respect to the Tax Escrow Amount, the Final Tax Adjustment Amount; and (ii) disburse all remaining sums comprising or related to such escrowed amounts as directed by the terms of the Escrow Agreement. To the extent that the Net Working Capital Escrow Amount, Excluded Liabilities Escrow Amount or Tax Escrow Amounts are insufficient for any such payment, the party responsible (i.e., either the Acquiror (and SPC with respect to Acquiror’s obligations under this Section 2.12(e)) or the Stockholders’ Representative) for such amount shall pay, or cause to be paid, such deficiency to the other party, as appropriate, as further provided for with particularity in the Escrow Agreement.

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     Section 2.13 Escrow Account.
     At Closing, Acquiror shall deliver to the account of the Escrow Agent, by wire transfer of immediately available funds, the Escrow Amount payable pursuant to Section 2.9, to be held by the Escrow Agent in an interest bearing account (the “Escrow Account”) pursuant to the Escrow Agreement. The Escrow Account shall be used to satisfy payments pursuant to Section 2.12 and Losses, if any, for which the Acquiror Indemnified Parties are entitled to indemnification or reimbursement in accordance with Article IX hereof.
     Section 2.14 Withholding Taxes.
     The Paying Agent, Acquiror, SPC, the Surviving Corporation or the Stockholders’ Representative (as appropriate) shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any SPC Stockholder such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of Tax Legal Requirements. To the extent that amounts are so withheld, (i) such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the SPC Stockholder in respect of which such deduction and withholding was made, and (ii) the Paying Agent, Acquiror, SPC, the Surviving Corporation or the Stockholders’ Representative (as appropriate) shall provide to such SPC Stockholder written notice of the amounts so deducted or withheld.
     Section 2.15 Stockholders’ Representative.
     (a) The Stockholders’ Representative is hereby constituted and appointed by SPC for and on behalf of the SPC Stockholders, with full and unqualified power to delegate to one or more Persons the authority granted to it hereunder, to act as each of their agent and attorney-in-fact, with full power of substitution, to take all actions after the Effective Time with Excluded Liabilities and Excluded Taxes and indemnification claims under Article IX of this Agreement and the Escrow Agreement, on their individual and collective behalf, as such Stockholders’ Representative shall deem necessary and appropriate in connection with the transactions contemplated under this Agreement and the Escrow Agreement, including, without limitation, the power:
     (1) to perform all of the duties and obligations of the Stockholders’ Representative concerning indemnification claims under Article IX of this Agreement and the Escrow Agreement and to execute, deliver and perform all documents contemplated herein or therein by the Stockholders’ Representative;
     (2) to distribute to the SPC Stockholders any amounts to be released or paid to the Stockholders’ Representative (for the benefit of the SPC Stockholders) pursuant to the terms of the Escrow Agreement and other escrows related to the Cable and the Kansas City Transactions, unless the Stockholders’ Representative concludes that existing funds at its disposal are not sufficient to meet known or threatened claims under Section 9.2(c)(3), in which case the Stockholders’ Representative may reserve and retain some or all of such funds as it determines in the exercise of its good faith business judgment;
     (3) to perform all duties of the Indemnified Party (if the Stockholders’ Representative or any SPC Stockholder is the Indemnified Party) or to perform all the duties of the Indemnifying Party (if the Stockholders’ Representative is the Indemnifying Party), as set forth in Article IX of this Agreement, including, without limitation, prosecution of all Proceedings and the prosecution or conduct of the defense of any claims or actions described

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herein, and the compromise and settlement of any such claims or actions, including the making of any payment required thereby;
     (4) to perform all duties and resolve all matters in connection with the Escrow Agreement, including, without limitation, the prosecution or conduct of the defense of any matter or Claim (as defined therein), and the compromise and settlement of any such matter or Claim, including the making of any payment required thereby;
     (5) to hire counsel and other professionals and third parties on behalf of himself and/or the SPC Stockholders to represent the interests of the Stockholders’ Representative and/or the SPC Stockholders in connection with this Agreement and the Escrow Agreement, and the right to incur such other expenses as the Stockholders’ Representative deems appropriate to protect the interests of himself and the SPC Stockholders and to carry out the terms thereof and hereof;
     (6) to give and receive all notices and communications to be given or received concerning any indemnification claim under Article IX of this Agreement or the Escrow Agreement and to receive service of process in connection with any indemnification claim under Article IX of this Agreement or any Claim under the Escrow Agreement; and
     (7) to take any other action concerning any indemnification claim under Article IX of this Agreement or the Escrow Agreement and the transactions contemplated herein and therein as the Stockholders’ Representative in his sole and absolute discretion deems appropriate.
     Notwithstanding anything to the contrary contained herein, (i) the Stockholders’ Representative shall have no duties or responsibilities under this Agreement except for those expressly set forth herein, (ii) no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any SPC Stockholder shall otherwise exist against or with respect to the Stockholders’ Representative in its capacity as such and (iii) any claim against the Stockholders’ Representative made in accordance with the provisions of this Agreement by any Person shall be satisfied solely from the assets owned or held by the Stockholders’ Representative in trust or otherwise and amounts held under the Escrow Agreement, and no trustee, member, stockholder, director, officer or employee of the Stockholders’ Representative shall have any personal liability with respect to any such claim. All decisions and acts by the Stockholders’ Representative shall be binding upon all of the SPC Stockholders and no SPC Stockholder shall have the right to object, dissent, protest or otherwise contest the same.
     (b) Acquiror shall be entitled to deal exclusively with the Stockholders’ Representative on all matters relating to Article IX hereof and the Escrow Agreement, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any SPC Stockholder by the Stockholders’ Representative, and on any other action taken or purported to be taken on behalf of the SPC Stockholders by the Stockholders’ Representative, as fully binding upon such SPC Stockholders.
     (c) As provided in the Written Consent, the approval by the SPC Stockholders of the Merger thereunder includes the approval of the terms of the provision of this Section 2.15, including, without limitation, the appointment of the Stockholders’ Representative.
     (d) The SPC Stockholders formerly holding more than 50% of the SPC Stock as of Closing (a “Majority in Interest”) may replace the Stockholders’ Representative and designate a successor Stockholders’ Representative.

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     (e) The Stockholders’ Representative is authorized and empowered to construe this Agreement and the Escrow Agreement and its construction shall be conclusive and binding upon all of the SPC Stockholders.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SPC
     SPC represents and warrants to Acquiror as follows:
     Section 3.1 Organization and Good Standing.
     (a) SPC is duly organized, validly existing and in good standing under the laws of the State of Delaware. SPC has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. SPC is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its activities makes such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect, each of such jurisdictions being listed on Schedule 3.1(a) hereto. SPC has made available to Acquiror true, correct and complete copies of SPC’s Governing Documents (in each case, as amended to the date hereof).
     (b) Schedule 3.1(b) sets forth a true and complete list of each entity or joint venture, together with its jurisdiction of organization and the percentage ownership interests thereof owned, directly or indirectly, by SPC as of the date of this Agreement. Each Radio Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite corporate, partnership or limited liability company power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. Each Radio Subsidiary is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its activities makes such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect, each of such jurisdictions being listed on Schedule 3.1(b) hereto. SPC has made available to Acquiror true, correct and complete copies of each Radio Subsidiary’s Governing Documents (in each case, as amended to the date hereof).
     (c) As of the date of this Agreement, SPC has, directly or indirectly, good and valid title to the capital stock representing its ownership interests in each Radio Subsidiary described in Schedule 3.1(b), free and clear of all Encumbrances, other than those set forth on Schedule 3.1(b) as acceptable to Acquiror. As of the Closing Date, SPC will have, directly or indirectly, good and valid title to the capital stock representing its ownership interests in each Radio Subsidiary, free and clear of all Encumbrances, other than those set forth on Schedule 3.1(b) as acceptable to Acquiror.
     (d) Except as listed in Schedule 3.1(b), neither SPC nor any of the Radio Subsidiaries have any subsidiaries or interest, direct or indirect, or any commitment to purchase any interest, direct or indirect, in any corporation or in any partnership, joint venture or other business enterprise or entity. Except as described in Schedule 3.1(d), the operations of the Stations and the Business have not been conducted through any direct or indirect subsidiary, shareholder or affiliate of SPC or the Radio Subsidiaries, and none of the business, assets, properties or rights of SPC or the Radio Subsidiaries is owned, held, used or conducted by any stockholder, member, partner or affiliate of SPC or the Radio Subsidiaries.

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     Section 3.2 Enforceability; Authority; No Conflict.
     (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by SPC in connection with this Agreement (collectively, the “SPC Documents”) will constitute, the legal, valid and binding obligation of SPC and the Stockholders’ Representative, enforceable against each of them in accordance with its terms (assuming this Agreement is a legal, valid and binding obligation of, and enforceable against, Acquiror and Merger Sub), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity relating to enforceability. SPC and the Stockholders’ Representative each has the requisite right, power and authority to execute, deliver and perform this Agreement and has or will have prior to Closing the requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other SPC Document and to carry out the transactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary corporate action. All corporate, limited liability or partnership proceedings, as applicable, and any action required to be taken by SPC or the Stockholders’ Representative or the Radio Subsidiaries relating to the execution, delivery and performance of this Agreement and the SPC Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or, with respect to any action taken by the Radio Subsidiaries in connection with Section 5.3, will have been duly taken prior to Closing. Attached hereto as Exhibit G is a true and correct copy of a Written Consent in Lieu of a Meeting authorizing and adopting this Agreement and the Merger (the “Written Consent”) executed by a Majority in Interest, which Written Consent has not been amended, revoked or superseded by any other action of the SPC Stockholders.
     (b) Except as set forth in Schedule 3.2(b), none of the execution, delivery or performance of this Agreement and the SPC Documents nor the consummation or performance of the Transaction will (with or without notice or lapse of time):
     (1) contravene, conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of SPC or the Radio Subsidiaries (B) any resolution adopted by the board of directors of SPC or any Radio Subsidiary, the SPC Stockholders or the equity holders of any Radio Subsidiary;
     (2) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which SPC or any of the Radio Subsidiaries may be subject;
     (3) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by SPC or any of the Radio Subsidiaries;
     (4) result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance of or payment under any Material Contract, other than as indicated on Schedule 3.20(b), or adversely effect any Intangible that is material to the Business or the operation of any of the Stations; or

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     (5) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assets.
     (c) The execution, delivery and performance of this Agreement and the SPC Documents by SPC does not, and the consummation by SPC of the Transaction will not, require any consent of any Governmental Body or self-regulatory organization, except for:
     (1) applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or “blue sky” laws and state takeover laws;
     (2) the pre-merger notification requirements of the HSR Act and the rules and regulations thereunder;
     (3) applicable filings with and approvals of the FCC pursuant to the Communications Act and any regulations promulgated thereunder;
     (4) filing of the Certificate of Merger as required by the DGCL; or
     (5) as otherwise set forth in Schedule 3.2(c) or Schedule 3.17(a).
     Section 3.3 Capitalization.
     (a) As of the date hereof, the authorized capital stock of SPC consists of 40,000,000 shares of SPC Voting Common Stock, 50,000,000 shares of SPC ESOP Common Stock and 10,000,000 shares of SPC Nonvoting Common Stock. Of such authorized shares, as of the date hereof, there are issued and outstanding 18,195,186 shares of SPC Voting Common Stock, 6,566,330 shares of SPC ESOP Common Stock and 2,046,723 shares of SPC Nonvoting Common Stock. No shares of SPC Stock are issued and held in the treasury of SPC. All issued and outstanding shares of SPC Stock are duly authorized, validly issued and outstanding, fully paid and nonassessable and were issued free of preemptive rights in compliance with applicable corporate and securities Legal Requirements. Except as set forth in Schedule 3.3(a)(i), there are no outstanding rights, including stock appreciation rights, subscriptions, warrants, puts, calls, unsatisfied preemptive rights, options or other agreements of any kind relating to, or the value of which is tied to the value of, any of the outstanding, authorized but not issued, unauthorized or treasury shares of the capital stock or any other security of SPC, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. There are no restrictions imposed by SPC upon the transfer of or otherwise pertaining to the securities (including, but not limited to, the ability to pay dividends thereon) or retained earnings of SPC or the ownership thereof other than those set forth on Schedule 3.3(a)(i) and those imposed by the Securities Act, the Exchange Act, the Communications Act, applicable state securities laws, applicable corporate law or SPC’s Governing Documents. Except as set forth on Schedule 3.3(a)(ii), there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to SPC or the SPC Stock. Except as set forth on Schedule 3.3(a)(iii), there are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any SPC Stock.
     (b) As of the date hereof, the authorized, issued and outstanding capital stock of the Radio Subsidiaries is as set forth on Schedule 3.3(b)(i). The number of shares, if any, of capital stock of the Radio Subsidiaries issued and held in treasury are as set forth on Schedule 3.3(b)(i). All issued and outstanding shares of capital stock of the Radio Subsidiaries are duly authorized, validly issued and outstanding, fully paid and nonassessable and were issued free of preemptive rights in compliance with applicable corporate and securities Legal Requirements. Except as set forth in Schedule 3.3(b)(i), there are no outstanding rights, including stock appreciation rights, subscriptions, warrants, puts, calls,

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unsatisfied preemptive rights, options or other agreements of any kind relating to, or the value of which is tied to the value of, any of the outstanding, authorized but not issued, unauthorized or treasury shares of the capital stock or any other security of any of the Radio Subsidiaries, and there is no authorized or outstanding security of any kind convertible into or exchangeable for any such capital stock or other security. There are no restrictions imposed by any of the Radio Subsidiaries upon the transfer of or otherwise pertaining to the respective securities (including, but not limited to, the ability to pay dividends thereon) or retained earnings of any of the Radio Subsidiaries or the ownership thereof other than those set forth on Schedule 3.3(b)(i) and those imposed by the Securities Act, the Exchange Act, the Communications Act, applicable state securities laws, applicable corporate law or the Governing Documents of the respective Radio Subsidiaries. Except as set forth on Schedule 3.3(b)(ii), there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any of the Radio Subsidiaries or their capital stock. Except as set forth on Schedule 3.3(b)(iii), there are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any capital stock of any of the Radio Subsidiaries. Schedule 3.3(b)(iv) identifies all Persons that own any of the issued and outstanding capital stock of the Radio Subsidiaries other than SPC or one of the Radio Subsidiaries, including the number of shares owned by such Person.
     Section 3.4 Financial Statements.
     (a) SPC has delivered to Acquiror: (i) an audited consolidated balance sheet of SPC as of December 31, 2004 (including the notes thereto, the “Balance Sheet”), and the related audited statements of operations, stockholders’ equity (deficit) and cash flows for the fiscal year then ended, including in each case the notes thereto, together with the report thereon of KPMG LLP, independent registered public accounting firm; (ii) audited consolidated balance sheets of SPC as of December 31, 2003 and December 31, 2002, and the related audited consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the fiscal years then ended, including in each case the notes thereto, together with the report thereon of KPMG LLP, independent registered public accounting firm; (iii) an unaudited condensed consolidated balance sheet of SPC as of June 30, 2005 (the “SPC Interim Balance Sheet”), and the related unaudited condensed consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the six months then ended.
     (b) SPC has delivered to Acquiror: (i) an unaudited consolidating balance sheet of SRC as of December 31, 2004, and the related unaudited statement of operations for the fiscal year then ended as included in SMC’s audited consolidated financial statements; (ii) unaudited consolidating balance sheets of SRC as of December 31, 2003 and December 31, 2002, and the related unaudited consolidating statement of operations for each of the fiscal years then ended as included in SMC’s audited consolidated financial statements; and (iii) an unaudited condensed consolidating balance sheet of SRC as of June 30, 2005 (the “SRC Interim Balance Sheet”) and the related unaudited condensed consolidating statement of operations for the six months then ended as included in SMC’s Form 10-Q for the quarter ended June 30, 2005.
     (c) The Financial Statements delivered pursuant to (a) and (b) hereof shall be certified by SPC’s chief financial officer. Such Financial Statements fairly present (and the financial statements delivered pursuant to Section 5.12 will fairly present) the financial condition and the results of operations of SPC, SRC and the Business as at the respective dates of and for the periods referred to in such Financial Statements all in accordance with GAAP. The Financial Statements referred to in this Section 3.4 and delivered pursuant to Section 5.12 reflect and will reflect the consistent application of GAAP throughout the periods involved, except as disclosed in the notes to such Financial Statements. The Financial Statements have been and will be prepared from and are in accordance with the books and records of SPC and the Subsidiaries of SPC. Such Financial Statements do not contain any material items of special or nonrecurring income or any income not earned in the Ordinary Course of Business, except as

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expressly specified therein, and include all adjustments, which consist only of normal recurring accruals, necessary for such fair presentation. To the Knowledge of SPC, the revenue pacing reports for the Stations heretofore or hereafter delivered to Acquiror are and shall be true and accurate in all material respects. All accounts receivable of SPC and the Radio Subsidiaries arising prior to the date hereof have arisen, and all accounts receivable of SPC and the Radio Subsidiaries arising after the date hereof and prior to Closing will have arisen, only from bona fide transactions with unrelated third parties in the Ordinary Course of Business, and represent and will represent valid obligations arising from sales actually made in the Ordinary Course of Business, except as reserved for in the Financial Statements or as are, with aggregation, immaterial in amount.
     (d) Except as and to the extent reflected in the Financial Statements, or as set forth in Schedule 3.4(d) hereto, neither SPC nor any Radio Subsidiary has any material debts, liabilities or obligations (whether absolute, accrued, contingent or otherwise) relating to or arising out of any act, transaction, circumstance, or state of facts which has heretofore occurred or existed, due or payable, other than current liabilities arising since the date of the Interim Balance Sheets in the Ordinary Course of Business.
     (e) Since January 1, 2003, as of their respective dates, all Reports of SMC made with the SEC complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations thereunder with respect thereto. To the Knowledge of SPC, no executive officer of SMC has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes-Oxley Act, and no enforcement action has been initiated against SMC by the SEC relating to disclosures contained in any Report of SMC made with the SEC.
     (f) To the Knowledge of SPC and the Radio Subsidiaries, SPC and the Radio Subsidiaries (i) have designed and maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by SPC or the Radio Subsidiaries in the Reports that it or they file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to SPC’s or the Radio Subsidiary’s management as appropriate to timely allow decisions regarding required disclosure and (ii) have disclosed, based on its or their most recent evaluation of such disclosure controls and procedures prior to the date hereof, to SPC’s or the applicable Radio Subsidiary’s auditors and the audit committee of the Board of Directors of SPC or the applicable Radio Subsidiary, as the case may be, (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect SPC’s or the applicable Radio Subsidiary’s ability to record, process, summarize and report financial information, other than reported in its filings with the SEC and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in SPC’s or a Radio Subsidiary’s internal controls over financial reporting. SPC and the Radio Subsidiaries have not yet been required to document and test, and have not completed documenting and testing of, the design and operation of internal controls over financial reporting and disclosure controls and procedures.
     Section 3.5 Books And Records.
     The financial books and records of SPC and the Radio Subsidiaries, all of which have been, or will be prior to Closing, made available to Acquiror, are complete and correct and represent actual, bona fide transactions. The minute books of SPC and the Radio Subsidiaries, all of which have been, or will be prior to Closing, made available to Acquiror, contain accurate and complete records of all meetings held of, and corporate action taken by, the respective stockholders, and the respective boards of directors, and

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no meeting of the respective stockholders or respective boards of directors has been held for which minutes have not been prepared or are not contained in such minute books. The FCC logs of the Stations are complete and correct in all material respects.
     Section 3.6 Condition of Tangible Personal Property.
     The Tangible Personal Property, in the aggregate, is in good operating condition, ordinary wear and tear excepted, and is sufficient to continue to operate the Business after Closing in the Ordinary Course of Business as currently operated by SPC and the Radio Subsidiaries. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.6, all Tangible Personal Property is in the possession of the Radio Subsidiaries. All material items of transmitting and studio equipment included in the Tangible Personal Property (a) have been maintained in a manner consistent with generally accepted standards of good engineering practice customary to the radio industry, and (b) will permit the Business to operate in accordance with the terms of the Commission Authorizations, the Communications Act and the policies, rules and regulations of the FCC and FAA and in all material respects with all other applicable Legal Requirements.
     Section 3.7 Owned Real Property.
     Schedule 3.7 sets forth a correct legal description, street address and tax parcel identification number of all tracts of Land in which SPC or any Radio Subsidiary has a fee simple interest and, to the extent applicable, the particular Station(s) whose operations (including specifically transmission facilities) are located on such tract of Land.
     Section 3.8 Leased Real Property.
     (a) Schedule 3.8 sets forth a correct legal description, except with respect to multi-tenant properties, and street address of all tracts of Land in which SPC or any Radio Subsidiary has a leasehold interest used in the Business and an accurate description (with, to the extent applicable, location, name of lessor or lessee, description of space, and the particular Station(s) whose operations (including specifically transmission facilities) are located on such tract of Land) for all Real Property Leases.
     (b) Prior to the date hereof, SPC has provided to Acquiror true and correct copies of all Real Property Leases together with true and correct copies of any written amendments or modifications or other agreements with respect to, or relating to, the Real Property Leases, and written disclosure of any oral agreements with respect to, or relating to, the Real Property Leases.
     (c) The Real Property Leases are all presently in full force and effect and are the entire agreement between SPC or the applicable Radio Subsidiary and the other parties thereunder. SPC and each Radio Subsidiary has fully and completely performed in all material respects all of its duties and obligations under the Real Property Leases arising on or before the date hereof. To the Knowledge of SPC, there are no material defaults by any of the other parties under any of the Real Property Leases, or any existing conditions that could become defaults with the passage of time.
     Section 3.9 Title to Real and Tangible Personal Property; Encumbrances.
     (a) SPC and each Radio Subsidiary owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than:
     (1) liens for Taxes for the current tax year which are not yet due and payable;

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     (2) any matter of public record, provided that such matter does not have a material adverse effect on the Radio Subsidiary’s operation of the Station or Stations to which such matter pertains;
     (3) rights-of-way granted pursuant to Governmental Authorizations, provided that such rights-of-way do not have a material adverse effect on the Radio Subsidiaries’ operation of the related Station(s); and
     (4) those described in Schedule 3.9(a) (the “Real Estate Encumbrances”).
     True and complete copies of (A) all deeds, existing title insurance policies, surveys, plans, specifications, environmental, engineering, soil and mechanical reports and audits, real property and other ad valorem tax bills, service and other agreements and Governmental Authorizations with respect to the Real Property and Improvements, to the extent available, of or pertaining to the Real Property either have been or will be made available to Acquiror upon request or in any event will be prior to the Closing Date and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been made available to Acquiror.
     (b) Each Radio Subsidiary owns good and transferable title to its respective items of the Tangible Personal Property that are not subject to a Personal Property Lease, free and clear of any Encumbrances other than those described in Schedule 3.9(b) (the “Non-Real Estate Encumbrances”).
     (c) Except as set forth on Schedule 3.9(a), Schedule 3.9(b) or Schedule 3.13 SPC and the Radio Subsidiaries own or lease all material properties and other assets currently used in the conduct of the Business.
     (d) None of SPC or the Radio Subsidiaries has received notice or has Knowledge of any pending, threatened or contemplated material condemnation proceeding affecting the Real Property or the Real Property Leases or any part thereof, or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation, or any pending, threatened or contemplated material Proceeding against, by or affecting SPC or any Radio Subsidiary affecting the Real Property or the Real Property Leases.
     Section 3.10 Condition of Facilities.
     Use of the Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning Legal Requirements. All Improvements are in material compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled and are in good repair and good condition, ordinary wear and tear excepted. Except as set forth on Schedule 3.10, no part of any Improvement encroaches on any real property not included in the Real Property, and there are no buildings, antenna towers, guy anchors, ground radials or other Improvements primarily situated on adjoining property that encroach on any part of the Land. The Land for each Facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property, is supplied with public or quasi-public utilities, if necessary for the operations currently being conducted thereon, and other services necessary for the operation of the Facilities located thereon.

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     Section 3.11 Commission Authorizations.
     (a) Schedule 3.11(a) sets forth a true and complete list of (i) all Commission Authorizations issued to any Radio Subsidiary by the FCC, and (ii) all applications (collectively, the “Pending Applications”) currently pending before the FCC filed by or on behalf of any Radio Subsidiary.
     (b) Except as set forth on Schedule 3.11(b), (i) the entities identified in Schedule 3.11(a) as being FCC licensees hold the Commission Authorizations for the respective Stations; (ii) the Commission Authorizations are all of the Commission Authorizations, permits or other authorizations from the FCC necessary for the entity identified as licensee therein to operate the class of station, and to serve the community of license, identified in Schedule 3.11(a); (iii) all of the Commission Authorizations are in full force and effect; (iv) each of the Stations is being operated in all material respects in accordance with the applicable Commission Authorizations, the Communications Act and the FCC’s rules, regulations and policies; (v) the Commission Authorizations are not subject to any conditions other than those set forth on the Commission Authorizations themselves or those conditions applicable under the Communications Act and the FCC’s policies, rules and regulations to radio stations in the same service and of the same class; (vi) to the Knowledge of SPC, no Station is causing interference in violation of the FCC’s rules, regulations and policies with the transmissions of any other station or communications facility, and none of SPC or the Radio Subsidiaries has received any complaints with respect thereto, and, to the Knowledge of SPC, no station or communications facility is causing interference in violation of the FCC rules, regulations and policies with any transmissions of any Station or the public’s reception of such transmissions; (vii) where required by Legal Requirements, all antenna towers used in connection with any Station have been registered with the FCC and the FAA in accordance with the FCC’s and the FAA’s respective rules, regulations and policies; (viii) to the Knowledge of SPC, there is no rulemaking, investigation or other Proceeding pending or threatened in any Governmental Body that might result in the revocation, non-renewal or adverse modifications of any Commission Authorization or otherwise adversely affect the operation or business of any Station, other than such rulemakings, investigations or Proceedings that would affect the industry generally; (ix) there is no FCC Order outstanding relating to any one or more of the Stations which has not been satisfied; and (x) SPC has no Knowledge of facts that would cause the FCC not to renew any of the Commission Authorizations for a full term without adverse modification or to impose any nonstandard conditions on such renewal.
     (c) To the extent there is any conflict between the representations in this Section 3.11 and the representations in any other section herein, the representations in this Section 3.11 shall govern.
     Section 3.12 Insolvency.
     No insolvency proceedings of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting SPC or any Radio Subsidiary, are pending or, to Knowledge of SPC, threatened. Neither SPC nor any Radio Subsidiary has made an assignment for the benefit of creditors.
     Section 3.13 Intellectual Property Assets.
     Set forth on Schedule 3.13 is a true and complete list of all Intangibles material to the Business or any of the Stations and all contracts, agreements, commitments or licenses relating to such Intangibles, owned or licensed by SPC or any Radio Subsidiary (the “Intellectual Property Assets”). Except as set forth on Schedule 3.13, the Radio Subsidiaries own or are licensed to use all Intangibles material to the Business or any of the Stations, and currently used in the conduct of the Business free and clear of any material Encumbrances. No such rights and interests will be adversely affected by the Transaction. None of SPC or any of the Radio Subsidiaries has any Knowledge of any infringement or unlawful,

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unauthorized or conflicting use of or rights in any of the Intellectual Property Assets (other than in immaterial respects). Except as set forth on Schedule 3.13, neither SPC nor any Radio Subsidiary is infringing upon or otherwise acting adversely to any material trademarks, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person or Persons, and there is no claim or action pending, or to the Knowledge of SPC or any Radio Subsidiary, threatened with respect thereto.
     Section 3.14 Taxes.
     Except as set forth on Schedule 3.14:
     (a) All material Tax Returns required to have been filed by SPC and its Subsidiaries have been or will be filed on a timely basis (taking into account valid extensions of the time for filing), and all such Tax Returns are true, correct and complete in all material respects.
     (b) SPC and its Subsidiaries have paid, or made provision for the payment of, all material Taxes due and payable by any of them, except such Taxes as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet and the Interim Balance Sheets.
     (c) None of SPC or any of its Subsidiaries currently is the beneficiary of any extension of time within which to file any Tax Return.
     (d) No unresolved claim exists with respect to any of SPC or its Subsidiaries by any taxing authority in a jurisdiction where any of SPC and its Subsidiaries do not file Tax Returns.
     (e) None of the assets of SPC or its Subsidiaries immediately prior to the closing is subject to an Encumbrance for any Tax, except Taxes the payment of which is not delinquent.
     (f) Each of SPC and its Subsidiaries has withheld or will withhold and has timely paid or will timely pay or cause to be paid to the appropriate taxing authority all material amounts required to have been withheld under applicable Tax withholding requirements.
     (g) None of SPC or any of its Subsidiaries is liable for the Taxes of any Person (other than another current member or former members of the affiliated group within the meaning of Section 1504 of the Code (or analogous group under state Tax Legal Requirements) of which SPC is the parent corporation) as a result of the application of Treasury Regulations Section 1.1502-6, any analogous provision of state, local or foreign Legal Requirements, or as a result of any contractual arrangement with any third party (excluding leases and similar agreements for the use of property) or otherwise.
     (h) None of SPC or its Subsidiaries is subject to any currently effective agreement or other document extending the period for the assessment or collection of any Tax, nor are any of them subject to any ongoing examination, other administrative proceeding, or litigation with respect to the determination of any Tax liability.
     (i) SPC is not, and has not been at any time during the last five years, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.
     (j) SPC has delivered to Acquiror correct and complete copies of all federal, state and local income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by SPC or its Subsidiaries with respect to any year that is not closed by the relevant statute of limitations (including any extensions thereof).

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     (k) None of SPC or any of its Subsidiaries will be required to include any item of income, or exclude any item of deduction from taxable income, for any taxable period (or portion thereof) ending after the Closing Date as a result of:
     (1) the installment method of accounting or the completed contract method of accounting;
     (2) any change in method of accounting for a taxable period ending on or prior to the Closing Date;
     (3) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision or state, local of foreign law) executed on or prior to the Closing Date; or
     (4) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law).
     (l) Subject to Section 5.3, none of SPC or any Subsidiary of SPC has distributed the stock of another Person, or has had its stock distributed by another Person, in a transaction that was governed or intended to be governed in whole or in part by Section 355 of the Code.
     (m) Neither SPC nor any of its Subsidiaries meets the “adjusted ordinary gross income requirement” for a personal holding company as defined in Sections 542(a)(1) and 542(b)(4) of the Code.
     (n) None of SPC or any Subsidiary of SPC has participated in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4 (or any predecessor provision).
     Section 3.15 Labor and Employment Matters.
     (a) The Employees are not represented by a labor organization or group that was either certified by any labor relations board, including the NLRB, or any other Governmental Body or voluntarily recognized by SPC or the Radio Subsidiaries as the exclusive bargaining representative of a unit of employees, and, to the Knowledge of SPC, no Employee is represented in connection with the Business by any other labor union or organization. Neither SPC nor any of the Radio Subsidiaries is a party to or has any obligation under any union Contract, or any obligation (other than under any applicable Legal Requirement) to recognize or deal with any labor union or organization, and there are no such Contracts pertaining to or which determine the terms or conditions of employment of any Employee.
     (b) To the Knowledge of SPC, (i) no representation election petition or application for certification has been filed by the Employees or is pending with the NLRB or any other Governmental Body relating to the Business, and (B) no overt union organizing campaign or other overt attempt to organize or establish a labor union, employee organization or labor organization or group involving Employees is in progress or is threatened.
     (c) No labor dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), or other “concerted action” organized by the Employees is in progress or, to the Knowledge of SPC, has been threatened.

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     (d) Except for any severance plan and policy set forth in Schedule 3.16(a) and for employees that are party to a Material Contract listed on Schedule 3.20(a), all Employees may be terminated at any time with or without cause and without any severance or other liability.
     (e) Except as set forth on Schedule 3.17(a), Schedule 3.18, and/or Schedule 3.22, to the Knowledge of SPC, SPC and each of the Radio Subsidiaries has complied with each, and is not in violation in any material respect of any, Legal Requirement relating to anti-discrimination and equal employment opportunities, and there are, and have been, no material violations of any other Legal Requirement respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Employee or other Person.
     Section 3.16 Employee Benefits.
     (a) Set forth on Schedule 3.16(a) is a complete and correct list of all “employee benefit plans,” as defined in Section 3(3) of ERISA, and all other deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, retention, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, non-work related disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (written or unwritten) (i) that is maintained or contributed to by SPC or any other corporation or trade or business controlled by, controlling or under common control with SPC, within the meaning of Section 414(b) or 414(c) of the Code or Section 4001(a)(14) or 4001(b) of ERISA (“ERISA Affiliate”), and (ii) under which any current or former Employee, or the dependents of any thereof, receive benefits as a result of their employment by the Radio Subsidiaries (collectively, the “Employee Plans”). Schedule 3.16(a) identifies any such Employee Plan that is (w) a “Defined Benefit Plan,” as defined in Section 414(j) of the Code, and (x) a plan intended to meet the requirements of Section 401(a) of the Code. SPC has provided or made available to Acquiror true and complete copies of all Employee Plans and, with respect to each Employee Plan, to the extent applicable, its most recent summary plan description, actuarial report, and determination letter and Forms 5500 for the three (3) most recent plan years for which Forms 5500 have been filed.
     (b) All Employee Plans have been established, maintained and administered in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Except as set forth in Schedule 3.16(b), no actions, suits, claims, litigation, audits, administrative proceedings or disputes are pending, or, to the Knowledge of SPC, threatened, with respect to (i) any Employee Plan that would be material to the Business or (ii) any stock fund or trust in any Employee Plan, and, to the Knowledge of SPC, no facts or circumstances exist that could reasonably give rise to any such actions, suits, claims, litigation, audits, administrative proceedings or disputes. Except as disclosed on Schedule 3.16(b), any noncompliance or failure to properly maintain, operate or administer an Employee Plan or related trust has not rendered and will not render (i) such Employee Plan or related trust subject to or liable for any material taxes, penalties or liabilities to any person; (ii) such Employee Plan or related trust subject to disqualification; or (iii) the trust subject to loss of tax-exempt status.
     (c) No Employee Plan is or has been a multiemployer plan within the meaning of Section 3(37) of ERISA or a “Multiple Employer Plan” described in Section 413(c) of the Code. The transactions contemplated by this Agreement will not subject SPC or any of the Radio Subsidiaries to liability under Title IV of ERISA, and neither SPC nor any of the Radio Subsidiaries has any liability under Title IV of ERISA.

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     (d) Neither SPC nor any ERISA Affiliate, nor any administrator or fiduciary of any Employee Plan (or agent or delegate of any of the foregoing) has engaged in any transaction, taken any action or failed to take any action giving rise to any direct or indirect liability (by indemnity or otherwise) for a breach of any fiduciary, co-fiduciary or other duty under ERISA. No material oral or written representation or communication with respect to any aspect of the Employee Plans has been or will be made by authorized officers or managers of SPC or any of the Radio Subsidiaries to employees of SPC or any of the Radio Subsidiaries prior to the Effective Time that is not in accordance with the written or otherwise preexisting terms and provisions of such Employee Plans in effect immediately prior to the Effective Time, except for any amendments or terminations required by the terms of this Agreement or otherwise required by law or a governmental agency. Except as set forth in Schedule 3.16(a), there are no unresolved claims or disputes under the terms of, or in connection with, the Employee Plans (other than routine undisputed claims for benefits under the Employee Plans), and no action, legal or otherwise, has been commenced with respect to any claim (including claims for benefits under Employee Plans).
     (e) As of the date of the Balance Sheet, neither SPC nor any of the Radio Subsidiaries has any current or future liability with respect to any services performed or any events or matters occurring, arising or accruing on or prior to such date under any Employee Plan that was not reflected on the Balance Sheet.
     (f) Except as disclosed on Schedule 3.16(a), neither SPC nor any of the Radio Subsidiaries maintains any Employee Plan providing deferred or stock-based compensation that is not reflected on the Balance Sheet.
     (g) Except as set forth on Schedule 3.16(g), neither SPC nor any ERISA Affiliate, has maintained, and none now maintains, an Employee Plan providing welfare benefits (as defined in Section 3(1) of ERISA) to employees after retirement or other severance of employment, except to the extent required under Part 6 of Title I of ERISA and Section 4980B of the Code.
     (h) Except as set forth on Schedule 3.16(h), the consummation of the Transaction will not (i) entitle any current or former employee (or spouse, dependent or other family member of such employee) of SPC or any of the Radio Subsidiaries to severance pay, unemployment compensation or any payment contingent upon a change in control or ownership of SPC or any of the Radio Subsidiaries or (ii) accelerate the time of payment or vesting, or increase the amount, of any compensation due to any such employee or former employee (or any spouse, dependent or other family member of such employee).
     (i) Except as set forth on Schedule 3.16(i), the IRS has issued a favorable determination letter with respect to each Employee Plan that is intended to be qualified under Section 401(a) of the Code. Neither SPC nor any of the Radio Subsidiaries is aware of any facts that would adversely affect the qualified status of such Employee Plan that is intended to so qualify.
     (j) No non-exempt “prohibited transaction” (within the meaning of Section 4975(c) of the Code) involving any Employee Plan has occurred. Except as set forth on Schedule 3.16(j), none of the assets of any Employee Plan is an “employer security” (within the meaning of Section 407(d)(1) of ERISA) or “employer real property” (within the meaning of Section 407(d)(2) of ERISA).
     (k) All contributions (including all employer contributions and employee salary reduction contributions) or insurance premiums that are due have been paid with respect to each Employee Plan.
     (l) Except as set forth on Schedule 3.16(l), no Employee Plan is or at any time was funded through a “welfare benefit fund,” as defined in Section 419(e) of the Code, and no benefits under any Employee Plan are or at any time have been provided through a “voluntary employees’ beneficiary

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association” (within the meaning of Section 501(c)(9) of the Code) or a “supplemental unemployment benefit plan” (within the meaning of Section 501(c)(17) of the Code).
     (m) SPC and the Radio Subsidiaries have reserved all rights necessary to amend or terminate each of the Employee Plans without the consent of any other person.
     (n) All contributions required to be paid with respect to workers’ compensation arrangements of SPC and the Radio Subsidiaries have been made or accrued, in each case in accordance with the past custom and practice of SPC and the Radio Subsidiaries.
     Section 3.17 Compliance With Legal Requirements; Governmental Authorizations.
     (a) Except as set forth in Schedule 3.11(a), Schedule 3.17(a) or Schedule 3.22,
     (1) SPC, each Radio Subsidiary and each Station have been since December 31, 2003, and currently are being, operated in compliance in all material respects with all applicable Legal Requirements and Governmental Authorizations, including the Communications Act and the Copyright Act of 1976;
     (2) since December 31, 2003, none of SPC or any of the Radio Subsidiaries has received any notice alleging any material violation by SPC or any of the Radio Subsidiaries of any applicable Legal Requirements; and
     (3) SPC and each Radio Subsidiary has all Commission Authorizations and all material Governmental Authorizations other than Commission Authorizations, including any required by the FAA, necessary for the conduct of its business as currently conducted and such Governmental Authorizations are in full force and effect.
     (b) Set forth in Schedule 3.17(b) is a complete and accurate list of each material Governmental Authorization (other than the Commission Authorizations) that is held by SPC or any of the Radio Subsidiaries and that relates to the Business. Each Governmental Authorization listed or required to be listed in Schedule 3.17(b) is valid and in full force and effect.
     Section 3.18 Legal Proceedings; Orders.
     Except as set forth on Schedule 3.11(a), Schedule 3.17(a), Schedule 3.18, or Schedule 3.22, there is no Proceeding or Order now pending, or, to the Knowledge of SPC, threatened against SPC or any of the Radio Subsidiaries. There is no Proceeding or Order now pending, or, to the Knowledge of SPC, threatened against SPC or any of the Radio Subsidiaries, that challenges or would challenge the Transaction and would reasonably be expected to prevent or materially interfere with or delay the performance or consummation of the Transaction. To the Knowledge of SPC, there are no facts or circumstances primarily relating to SPC, the Radio Subsidiaries or the Stations which could reasonably be expected to cause the FCC to deny the Applications, designate the Applications for an oral evidentiary hearing, or to materially delay the issuance of the FCC Consent.
     Section 3.19 Absence of Certain Changes and Events.
     Except as set forth in Schedule 3.19, since December 31, 2004, there has not been any Material Adverse Effect, and SPC and the Radio Subsidiaries have conducted the Business in the Ordinary Course of Business and have not, solely with respect to the Business:

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     (a) Mortgaged, pledged or subjected to an Encumbrance any of the assets of SPC or the Radio Subsidiaries that is material to the Business (other than Permitted Encumbrances);
     (b) Sold, conveyed, transferred, leased, subleased, mortgaged, pledged, had any material liens imposed (other than Permitted Encumbrances), licensed or otherwise disposed of, to any third party or Affiliates (other than SPC or the Radio Subsidiaries), any material properties or assets used in the conduct of the Business other than in the Ordinary Course of Business or dissolved any Subsidiaries (whether or not engaged in the Business);
     (c) Acquired any assets or any business in one or a series of related transactions, other than (i) pursuant to agreements in effect as of the date hereof that were disclosed to Acquiror prior to the date hereof, (ii) capital expenditures or capital additions consistent with plans provided to Acquiror and (iii) assets acquired by SPC or any of the Radio Subsidiaries in the Ordinary Course of Business;
     (d) Failed to make capital expenditures or additions consistent (in amount) with the 2005 capital expenditure plan attached as Schedule 3.19(d) (except as expressly noted thereon);
     (e) Made any material changes to the formats of the Stations;
     (f) Assigned, transferred or conveyed to the Radio Subsidiaries any material properties or assets not related to or used in the conduct of the Business;
     (g) (i) Entered into any transaction, Contract or commitment except in the Ordinary Course of Business; (ii) modified or renewed a Material Contract, other than renewals of contracts with on-air personnel consistent with the provisions of Section 5.2(e) and modifications and renewals of cash time sales agreements and production agreements, in the Ordinary Course of Business; or (iii) rejected, repudiated or terminated any Material Contract;
     (h) (i) Increased the compensation of any employee or current director of SPC or any of the Radio Subsidiaries, except for increases in salary or wage rates (A) in the Ordinary Course of Business, (B) as required by the terms of existing agreements or plans or (C) in connection with the renewal of contracts with on-air personnel in a manner which would not cause any 2005 budget line item for or related to personnel expenses to be exceeded; (ii) established, amended, paid, agreed to grant or increased any special bonus, sale bonus, stay bonus, retention bonus, deal bonus or change in control bonus or any similar benefit under any plan, agreement, award or arrangement, other than such as will be fully paid and satisfied at or prior to the Effective Time or other than as required pursuant to any existing plan, agreement, award or arrangement listed on Schedule 3.16(a); (iii) hired any employee for the Business with annual compensation in excess of the amount of compensation for a Person in a similar position consistent with past practice; (iv) entered into any new employment or severance agreement or amended (except as required to satisfy applicable Legal Requirements) any such existing agreement with any Employee; (v) established, adopted, entered into, amended (except as required to satisfy applicable Legal Requirements) or terminated any Employee Plan; or (vi) engaged in any hiring practices that are not in the Ordinary Course of Business;
     (i) Surrendered, revoked or otherwise terminated any Governmental Authorization;
     (j) Incurred any Debt (except under the Credit Agreement) or made any material loans, advances or capital contributions to, or investments in, any other Person (other than, to the extent not in violation of applicable Legal Requirements, customary loans or advances to Employees in amounts not material to the maker of such loan or advance and other than to any Radio Subsidiary in the Ordinary Course of Business) or incurred any other obligation or liability, absolute, accrued, contingent or

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otherwise, whether due or to become due, except in the Ordinary Course of Business, none of which, singly or in the aggregate, materially adversely affects the condition (financial or otherwise), assets, liabilities, operations or prospects of SPC or any Radio Subsidiary;
     (k) Disposed of, licensed, abandoned, invalidated, waived, released or assigned any rights of material value in connection with the Business;
     (l) Declared, set aside or paid any dividend or made any other distribution or payment with respect to any shares of capital stock or other ownership interests of SPC or any Radio Subsidiary (except for (i) dividends, distributions or payments to SPC or other Radio Subsidiaries, (ii) dividends, distributions or payments of proceeds resulting from the Disposition or the disposition of businesses unrelated to the Business pursuant to Section 5.3, (iii) preferential dividends on the SPC ESOP Common Stock and (iv) dividends (other than preferential dividends on the SPC ESOP Common Stock) on the SPC Voting Common Stock, the SPC Nonvoting Common Stock and the SPC ESOP Common Stock declared and paid in the Ordinary Course of Business).
     (m) Directly or indirectly redeemed, purchased or otherwise acquired any shares of capital stock or the capital stock of SPC or any Radio Subsidiary, or made any commitment for any such action (except redemptions, purchases or acquisitions of (i) SPC ESOP Common Stock tendered to SPC for redemption pursuant to the terms of the ESOP Trust and (ii) capital stock of any of the Radio Subsidiaries pursuant to Section 5.7);
     (n) Made any material change in any method of accounting, keeping of books of account or accounting practices or in any material method of Tax accounting of SPC or any of the Radio Subsidiaries unless required by applicable Legal Requirements or in order to comply with any GAAP requirements, FASB interpretations or a request by SPC’s independent auditors;
     (o) Entered into any program production or distribution arrangements, including without limitation joint venture arrangements obligating SPC or a Radio Subsidiary to pay any consideration, except for those entered into in the Ordinary Course of Business and with a term not in excess of three years;
     (p) Undertaken the collection of outstanding accounts receivable or failed to pay or discharge outstanding accounts payable other than in Ordinary Course of Business;
     (q) Had any material adverse change in its relations with any Governmental Body; or
     (r) Agreed, whether in writing or otherwise, to do any of the foregoing, except as expressly contemplated by this Agreement.
     Section 3.20 Material Contracts.
     (a) Schedule 3.20(a) sets forth a list of each Contract that exists as of the date hereof and falls within any of the following categories: (i) Contracts that require performance of services or delivery of consideration by SPC or any of the Radio Subsidiaries or to SPC or any of the Radio Subsidiaries in connection with the Business of an amount or value in excess of $50,000 during the current calendar year or any next succeeding three calendar years (ii) Contracts for the sale of airtime on a Station owned by a Radio Subsidiary other than those entered into in the Ordinary Course of Business, at customary rates for the period at issue, (iii) Contracts establishing joint ventures or partnerships constituting a portion of the Business, (iv) Contracts containing covenants that materially limit the freedom of SPC or any of the Radio Subsidiaries or (from and after the Closing) Acquiror to operate the Business in any geographic

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area, (v) employment agreements, not including oral agreements or agreements terminable at will without penalty, of SPC or any of the Radio Subsidiaries related to the Business, (vi) Contracts between SPC or any Radio Subsidiary, on the one hand, and any Affiliates of SPC (other than the Radio Subsidiaries), on the other, providing for annual payments in excess of $50,000 and relating primarily to the conduct of the Business that will not be terminated on or prior to the Closing Date, (vii) Real Property Leases material to the operation of any of the Stations and (viii) Contracts in respect of any Intangibles that are material to the operation of any of the Stations (collectively the “Material Contracts”). SPC has provided Acquiror with access and opportunity to review true and complete copies of all contracts set forth on Schedule 3.20(a).
     (b) Each of the Material Contracts is in full force and effect in all material respects, except as the enforceability of such contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies. Except as set forth on Schedule 3.20(b), SPC and the Radio Subsidiaries and, to the Knowledge of SPC, any other party thereto, is not in material default under any Material Contract and no circumstance exists that (with or without notice or the lapse of time) would give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract. To the Knowledge of SPC, no party to a Material Contract has given notice of termination under any Material Contract, nor does SPC have Knowledge that any Person intends not to renew or extend any Material Contract or to abrogate or fail to comply with any material terms of a Material Contract.
     (c) The execution and delivery of the Cable Agreements and the consummation of the transactions contemplated thereby have been fully authorized by all necessary corporate action of SPC and its Subsidiaries, and the Cable Agreements are in full force and effect except as enforceability may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies.
     Section 3.21 Insurance.
     Set forth on Schedule 3.21 is a list of all material insurance policies for which SPC or any Radio Subsidiary is an insured party in connection with the Business (including policies providing property, fire, theft, casualty, liability and workers’ compensation coverage, but excluding policies relating to Employee Plans) (the “Material Insurance Policies”), which are in full force and effect in all material respects. With such exceptions as would not be material all premiums due in respect of the Insurance Policies have been paid by SPC or an Affiliate and SPC or the applicable Affiliates are otherwise in compliance with the terms of such policies. The assets of SPC and the Radio Subsidiaries are insured at replacement cost against loss or damage by fire or other risks as set forth in the policies, subject to the applicable limits of such policies, and SPC or the Radio Subsidiaries, as applicable, maintains liability insurance. To the Knowledge of SPC, there has not been any threatened termination of, pending premium increase (other than with respect to customary annual premium increases) with respect to, or alteration of coverage under, any Material Insurance Policy. Except as set forth on Schedule 3.21, there are no pending claims against such insurance policies as to which the applicable insurer has denied liability and there exist no material claims that have not been timely submitted by SPC or any Radio Subsidiary, as applicable, to the applicable insurer.
     Section 3.22 Environmental Matters.
     Except as set forth on Schedule 3.22:

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     (a) Neither SPC nor any of the Radio Subsidiaries has handled, used, managed, transported, treated, stored, disposed of, or arranged for the transportation, treatment, storage or disposal of any Hazardous Materials, at or from any of the Real Property, or at any other property or location except for maintenance, cleaning and emergency generator fuel supplies customary for the operation of radio stations and maintained in compliance with all Environmental Laws in the Ordinary Course of Business;
     (b) To the extent related to the Real Property or the Business, all material environmental permits, licenses or approvals required by Environmental Laws necessary for the conduct of the Business in a manner substantially similar to the operation of the Business have been obtained, have not been rescinded or terminated and are transferable, and SPC and the Radio Subsidiaries are, in their operation of the Business and their ownership or use of the Real Property, in compliance with such permits;
     (c) None of SPC or any of the Radio Subsidiaries have received any notice within the last five (5) years from any Governmental Body or any other Person alleging a violation of, or liability under, any Environmental Laws with respect to the operation of the Business or ownership or use of the Real Property;
     (d) Neither SPC nor any Radio Subsidiary has caused, nor to the Knowledge of SPC, has there been any material Release of any Hazardous Materials at any other property or other location where SPC or any Radio Subsidiary has directly or indirectly arranged for the transportation, treatment, storage or disposal of any Hazardous Material for which SPC or any Radio Subsidiary may have liability, and neither SPC nor any Radio Subsidiary has caused, nor to the Knowledge of SPC, has there been any Release of any Hazardous Materials at, on or under any of the Real Property in amounts or under circumstances that would require remediation by SPC or any Radio Subsidiary pursuant to Environmental Laws or in amounts that would form the basis of a material claim by any third party for personal injury or property damage under Environmental Laws or other Legal Requirement based on the exposure to such Hazardous Materials;
     (e) There are no pending or, to the Knowledge of SPC, material threatened claims, actions, suits, inquiries, Proceedings or investigations by any Governmental Bodies concerning compliance by SPC or any of the Radio Subsidiaries with any Environmental Laws;
     (f) To the Knowledge of SPC, there are no underground tanks regulated by any applicable Environmental Laws at, on or under any Real Property; and
     (g) To the Knowledge of SPC, neither the Real Property nor any other location identified on Schedule 3.22 as having received Hazardous Materials, directly or indirectly from SPC or any of the Radio Subsidiaries has been proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup.
     Section 3.23 Relationships With Related Persons.
     Except as disclosed in Schedule 3.19 or Schedule 3.20(a), none of SPC or any of the Radio Subsidiaries have been involved in any business arrangement or relationship with any Related Persons since December 31, 2004, and no such Related Person owns any property or right, tangible or intangible, that is material to the operations of the Business. Except as described in Schedule 3.23, to the Knowledge of SPC, no stockholder, member, officer, director, manager or partner of SPC or any Radio Subsidiary, as applicable, possesses, directly or indirectly, any beneficial interest in or is a director, officer or employee of, any corporation, firm, partnership, association or business organization that is a client, supplier, customer, lessor, lessee, creditor, borrower, debtor or contracting party with SPC or any Radio Subsidiary

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     (except as a stockholder holding less than a one percent (1%) interest in a corporation whose shares are traded on a national or regional securities exchange or in the over-the-counter market).
     Section 3.24 Brokers or Finders.
     Except for UBS Securities LLC, whose fees shall be paid by SPC at or prior to Closing, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of SPC or any of the Radio Subsidiaries that might be entitled to any fee or commission in connection with the Transaction.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
ACQUIROR AND MERGER SUB
     Section 4.1 Organization and Good Standing.
     Each of Acquiror and Merger Sub is a corporation, duly organized, validly existing and in good standing under the laws of Delaware. Acquiror and Merger Sub have all requisite corporate power and authority to own and operate its assets and to carry on its business as currently conducted. Each of Acquiror and Merger Sub has made available to SPC a true and complete copy of Acquiror’s and Merger Sub’s respective Certificate of Incorporation and Bylaws, each as amended and in effect as of the date hereof.
     Section 4.2 Enforceability; Authority; No Conflict.
     (a) This Agreement constitutes, and when executed and delivered at Closing, each other document and instrument to be executed, delivered or performed by Acquiror or Merger Sub in connection with this Agreement (collectively, the “Acquiror Documents”) will constitute the legal, valid and binding obligation of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms (assuming this agreement is a legal, valid and binding obligation of, and enforceable against, SPC), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. Acquiror has the requisite right, power and authority to execute and deliver this Agreement and has or will have prior to Closing the requisite right, power and authority to perform its obligations under this Agreement, and such action has or will have prior to Closing been duly authorized by all necessary corporate action. Merger Sub has the requisite right, power and authority to execute and deliver this Agreement and has or will have prior to Closing the requisite right, power and authority to perform its obligations under this Agreement, and such action has or will have prior to Closing been duly authorized by all necessary corporate action.
     (b) Neither the execution and delivery of this Agreement by Acquiror or Merger Sub nor the consummation or performance of the Transaction by Acquiror or Merger Sub will give any Person the right to prevent, delay or otherwise interfere with the Transaction pursuant to:
     (1) any provision of Acquiror’s or Merger Sub’s Governing Documents;
     (2) any resolution adopted by the board of directors or the stockholders of Acquiror or Merger Sub;
     (3) any Legal Requirement or Order to which Acquiror or Merger Sub may be subject; or

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     (4) any Contract to which Acquiror or Merger Sub is a party or by which Acquiror or Merger Sub may be bound.
     (c) Except as described in clauses (1), (2) and (3) of Section 3.2(c), Acquiror and Merger Sub are not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Transaction.
     Section 4.3 Financing.
     True and correct copies of binding commitment letters set forth on Schedule 4.3 have been delivered to SPC (the “Commitment Letters”). As of the date hereof, the Commitment Letters are in full force and effect and have not been withdrawn or terminated or otherwise amended and there is no material breach, violation or default existing (or an event that with notice, the lapse of time or both would become a breach, violation or default) under the Commitment Letters. The aggregate proceeds to be disbursed pursuant to the Commitment Letters and implementing legal documentation, together with cash then on hand, will be sufficient for Acquiror to pay the Base Merger Consideration. As of the date hereof, Acquiror does not have any reason to believe that any of the conditions to the financing to be provided in the Commitment Letters will not be satisfied or that the financing to be provided will not be provided to Acquiror on a timely basis.
     Section 4.4 Commission Authorizations and other Governmental Qualifications.
     To the Knowledge of Acquiror, Acquiror is qualified under the Communications Act and the published rules, regulations and policies of the FCC to control the Commission Authorizations. Except as disclosed in Schedule 4.4, there are no facts or proceedings which would reasonably be expected to disqualify Acquiror, or require a waiver, under the Communications Act or the published FCC rules and policies (including under any applicable multiple ownership rules) or the HSR Act or otherwise from acquiring or operating the Stations or would cause the FCC to deny or materially delay issuance of the FCC Consent or the Department of Justice and the Federal Trade Commission not to allow the waiting period under the HSR Act to terminate as provided for in Section 5.4. Except as disclosed in Schedule 4.4, no waiver of any published FCC rule or policy is necessary to be obtained on behalf of Acquiror for the grant of the Applications for the FCC Consent, and Acquiror has no reason to request that the FCC process the Applications pursuant to any special procedure to find Acquiror qualified under the Communications Act and the FCC’s published rules and policies to control the Stations.
     Section 4.5 Certain Proceedings.
     There is no pending Proceeding that has been commenced against Acquiror and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Transaction. To Acquiror’s Knowledge, no such Proceeding has been threatened.
     Section 4.6 Brokers or Finders.
     Except as set forth on Schedule 4.6, neither Acquiror nor any of its agents or representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the Transaction.

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     Section 4.7 Acquiror and Merger Sub Financial Condition.
     As of the Effective Time, neither Acquiror nor Merger Sub will be insolvent on a “balance sheet” or “going concern” basis as shown on Acquiror’s and Merger Sub’s respective pro forma balance sheets as of the Effective Time delivered to SPC prior to the Closing Date.
ARTICLE V
COVENANTS
     Section 5.1 Reserved.
     Section 5.2 Conduct of Business.
     During the period from the date hereof to the Effective Time, except as otherwise contemplated by this Agreement, as set forth on Schedule 5.2 or as Acquiror otherwise consents, with respect to the Business, SPC shall, and shall cause the Radio Subsidiaries to (x) conduct business in the Ordinary Course of Business and in accordance in all material respects with applicable Legal Requirements, (y) preserve intact the Business and use commercially reasonable efforts to maintain material relationships with advertisers, customers, suppliers, contracting parties, Governmental Bodies, creditors, employees (provided, that no increases in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase is required in the Ordinary Course of Business) and others having business relations with SPC, the Radio Subsidiaries and the Stations and (z) use its commercially reasonable efforts to perform and satisfy its obligations under any Contract as they become due.
     Without limiting the foregoing, during the period from the date hereof to the Effective Time, except as otherwise contemplated by this Agreement or as Acquiror shall otherwise consent (provided, that Acquiror shall respond as soon as reasonably practicable but in no event more than five Business Days following receipt of SPC’s request for such response, or within such shorter period as SPC shall advise Acquiror a response is required) or as set forth in the applicable sections of Schedule 5.2, with respect to the Business as conducted solely by the Radio Subsidiaries (other than SMC), SPC shall, and shall cause each of the Radio Subsidiaries, to:
     (a) Not incur, create or assume any Encumbrance on any of its assets other than a Permitted Encumbrance;
     (b) Not sell, lease, license, transfer or dispose of any assets other than in the Ordinary Course of Business or dissolve any Subsidiary (whether or not engaged in the Business) (other than transactions involving the Subsidiaries intended to eliminate excess loss accounts for U.S. Federal income tax purposes and that do not have an adverse effect on Acquiror and are reasonably approved by Acquiror) without the consent of Acquiror, which consent shall not be unreasonably withheld;
     (c) Not (i) enter into any Contract except in the Ordinary Course of Business; (ii) modify, renew, suspend, abrogate or amend in any material respect any material Governmental Authorization or Material Contract, other than (A) renewals of contracts with on-air or programming personnel consistent with the provisions of Section 5.2(e)) made in the Ordinary Course of Business and (B) modifications, renewals and amendments of contracts, including cash time sales agreements and production agreements in the Ordinary Course of Business, or (iii) reject, repudiate or terminate any Material Contract, or (iv) renew or enter into any new Material Contracts of the type identified on Schedule 3.20(a)(i) in respect to central radio or otherwise identified on Schedule 5.2(c);

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     (d) Not dispose of, license or permit to abandon, invalidate or lapse any rights in, to or for the use of any Intellectual Property Assets;
     (e) Not (i) increase the compensation of any employee or current director of SPC or any of the Radio Subsidiaries, except for increases in salary or wage rates (A) in the Ordinary Course of Business, (B) as required by the terms of agreements or plans currently in effect and listed on Schedule 3.16(a) or (C) in connection with the renewal of contracts with on-air or programming personnel for the calendar year 2005, not provide for any increases that in the aggregate would, together with other previous increases, cause any 2005 budget line item for or in respect of personnel expenses to be exceeded, or in connection with the renewal of contracts with on-air or programming personnel for the calendar year 2006 and thereafter, not provide for any increases that in the aggregate would, together with other previous increases, cause any 2005 budget line item for or in respect of personnel expenses to be exceeded by more than four percent (4%) per annum, (ii) establish, amend, pay, agree to grant or increase any special bonus, sale bonus, stay bonus, retention bonus, deal bonus or change in control bonus or any similar benefit under any plan, agreement, award or arrangement, other than such as will be fully paid and satisfied at or prior to the Effective Time or other than as required pursuant to any existing plan, agreement, award or arrangement listed on Schedule 3.16(a), (iii) hire any employee for the Business with annual compensation in excess of the amount of compensation for a Person in a similar position consistent with past practice, (iv) enter into any new employment or severance agreement or amend (except as required to satisfy applicable Legal Requirements) any such existing agreement with any Employee, (v) establish, adopt, enter into, amend (except as required to satisfy applicable Legal Requirements) or terminate any Employee Plan except as contemplated by Section 5.8, or (vi) engage in any hiring practices that are not in the Ordinary Course of Business;
     (f) Not incur any Debt (except under the Credit Agreement) or make any material loans, advances or capital contributions to, or investments in, any other Person (other than, to the extent not in violation of applicable Legal Requirements, customary loans or advances to Employees in amounts not material to the maker of such loan or advance and other than to any Radio Subsidiary in the Ordinary Course of Business);
     (g) Except with respect to any matter set forth on Schedule 3.16(b) and Schedule 3.18, not settle any material claims, actions, arbitrations, disputes or other proceedings in respect of SPC, any of the Radio Subsidiaries or the Stations (except matters which will not have an adverse effect on Acquiror) without the consent of Acquiror, which consent shall not be unreasonably withheld;
     (h) Not make any material change in any method of accounting, keeping of books of account or accounting practices or in any material method of Tax accounting of SPC or any of the Radio Subsidiaries unless required by applicable Legal Requirements or in order to comply with any GAAP requirements, a request by SPC’s independent auditors or FASB interpretations and not make any material change in SPC’s or the Radio Subsidiaries’ internal controls over financial reporting (as defined in Rules 13a-15(f) and 15D-15(f) of the Exchange Act);
     (i) Not acquire any assets or any business in one or a series of related transactions, other than (i) pursuant to agreements in effect as of the date hereof that were disclosed to Acquiror prior to the date hereof, (ii) capital expenditures or capital additions consistent with plans to Acquiror and (iii) assets acquired by SPC or any of the Radio Subsidiaries in the Ordinary Course of Business;
     (j) Continue making capital expenditures and additions (i) consistent with the 2005 capital expenditure plan attached hereto as a part of Schedule 3.19 (except as expressly noted thereon), and expend in 2005 the entire amount that is budgeted in the 2005 capital expenditure plan (except as expressly noted thereon), (ii) consistent with the 2006 “high definition” capital expenditure plan attached

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hereto as Schedule 5.2(j) (both in timing, based upon ratable expenditures throughout 2006, and amount), and thereafter consistent with such “high definition” capital expenditure plan as may be adopted in order to continue to equip all of the Stations with “high definition” capabilities (except Stations operating under local marketing agreements listed on Schedule 5.2(j)), and (iii) as are reasonably required in respect of maintenance, consistent with historical practices;
     (k) Not make any material changes to the formats of the Stations;
     (l) Continue marketing, advertising and promotional activities, sales of advertising time, the purchasing and scheduling of programming and the performance of research, all with respect to the Business in the Ordinary Course of Business;
     (m) Maintain or cause to be maintained (A) the Assets consistent with the historical maintenance practices of SPC and the Radio Subsidiaries in good operating condition for the operations of the Business after Closing in the Ordinary Course of Business, ordinary wear and tear excepted and consistent with budgets provided to Acquiror, and (B) in full force and effect Material Insurance Policies (with the same amounts and scopes of coverage) with respect to the Assets and the operation of the Business and enforce in good faith the rights under the Insurance Policies;
     (n) Upon any damage, destruction or loss to any Asset, apply any insurance proceeds received with respect thereto (and such additional funds as may be required) to the prompt repair, replacement and thereof to the condition of such Asset before such damage, destruction or loss, or, if required to such other (better) condition as may be required by applicable Legal Requirements;
     (o) Perform its respective obligations under all Commission Authorizations and material Governmental Authorizations other than Commission Authorizations and Contracts without breach or default in any material respect, in the Ordinary Course of Business;
     (p) Renew all Commission Authorizations and any other material Governmental Authorizations that expire prior to the Effective Time, and take customary actions to commence and pursue the renewal process for all Governmental Authorizations expected to expire within the three (3) month period following the Closing Date, and not permit any material Governmental Authorizations to expire or be revoked, suspended or adversely;
     (q) Not cause the FCC or any other Governmental Body to institute proceedings for the revocation, suspension or adverse modification of any Commission Authorizations or other material Governmental Authorization and use commercially reasonable efforts to oppose any proposal by any third party for the revocation, suspension or adverse modification of any Commission Authorizations or other material Governmental Authorization;
     (r) Not enter into any program production or distribution arrangements, including without limitation joint venture arrangements obligating SPC or a Radio Subsidiary to pay any consideration, except for those entered into in the Ordinary Course of Business and with a term not in excess of three years;
     (s) Maintain or cause to be maintained its books and records and accounts with respect to the Business in the usual, regular and ordinary manner on a basis consistent with past practice;
     (t) Not amend its respective certificate or articles of incorporation, as applicable, or bylaws or comparable Governing Documents;

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     (u) Give or cause to be given to Acquiror as soon as reasonably possible, but in no event later than five (5) calendar days after receipt or submission to the FCC copies of reports, statements, applications, responses, schedules, pleadings or other communications (including emails) received from or filed with the FCC on or prior to the Effective Time that relate to any Radio Subsidiary or any Commission Authorization, including a copy of any FCC inquiry to which the filing is responsive (and in the event of an oral FCC inquiry, SPC will furnish a written summary thereof);
     (v) Provide to Acquiror a copy of any notice, correspondence, advice or other documentation received by SPC or any Radio Subsidiary from any Governmental Body or other source with respect to a Release or the presence of a Hazardous Materials, and conduct all investigations, sampling and testing as may be appropriate in connection with such notice in accordance in all material respects with applicable Legal Requirements;
     (w) Not issue any shares of its capital stock, effect any stock split or reclassification or otherwise change its capitalization as it exists on the date of this Agreement, except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date of this Agreement and disclosed pursuant to this Agreement, or grant, confer or award any option, warrant, conversion right or other right not existing on the date of this Agreement to acquire any shares of its capital stock;
     (x) Not declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (except for (i) dividends, distributions or payments to SPC or other Radio Subsidiaries, (ii) dividends, distributions or payments of proceeds resulting from the Disposition or the disposition of businesses unrelated to the Business pursuant to Section 5.3, (iii) a preferential dividend payment on the SPC ESOP Common Stock in an amount equal to $1.04608 per share and (iv) dividends (other than preferential dividends on the SPC ESOP Common Stock) on the SPC Voting Common Stock, the SPC Nonvoting Common Stock and the SPC ESOP Common Stock declared and paid in the Ordinary Course of Business);
     (y) Not directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or the capital stock of any Radio Subsidiary, or make any commitment for any such action (except redemptions, purchases or acquisitions of (i) SPC ESOP Common Stock tendered to SPC for redemption pursuant to the terms of the ESOP Trust and (ii) capital stock of any of the Radio Subsidiaries pursuant to Section 5.7);
     (z) Collect outstanding accounts receivable only in the Ordinary Course of Business and pay and discharge outstanding accounts payable only in the Ordinary Course of Business;
     (aa) Not make or change any Tax election, change an annual accounting period, adopt or change any method of accounting, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to SPC or any Radio Subsidiary, surrender any right to claim a refund of Taxes, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to SPC or any Radio Subsidiary if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of SPC or any Radio Subsidiary for the period ending after the Closing Date;
     (bb) Use commercially reasonable efforts to retain and appropriately motivate the key employees of the Business, and keep Acquiror promptly informed of, and provide Acquiror an opportunity to regularly meet with SPC regarding, issues concerning the overall work force of the Business, and the retention and continued motivation of key employees of the Business;

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     (cc) Use commercially reasonable efforts to cause their respective executive and managerial level employees not to disparage Acquiror or its Affiliates or any Related Person to Acquiror; and
     (dd) Not authorize or enter into or announce an intention to authorize or enter into any agreement or commitment with respect to any of the foregoing.
     Nothing contained in this Section 5.2 or otherwise set forth in this Agreement shall restrict in any way SPC’s conduct of any business other than the Business or the conduct of business by Subsidiaries or Affiliates of SPC that are not Radio Subsidiaries. Notwithstanding anything contained in this Agreement to the contrary, subject to Section 5.3, SPC may, directly or indirectly, (i) operate any business other than the Business without regard to this Agreement, (ii) acquire, operate, sell, lease, license, spin off, distribute, transfer or otherwise dispose of any assets and incur any liabilities other than assets and liabilities, respectively, of the Radio Subsidiaries as of the date hereof and (iii) acquire, operate, sell, spin off, distribute, transfer or otherwise dispose of any Subsidiaries or Affiliates of SPC other than the Radio Subsidiaries. Any liabilities incurred by SPC or the Radio Subsidiaries that are not discharged as of the Effective Time or pursuant to the terms of this Agreement or pursuant to this paragraph shall be deemed to be one of the “Excluded Liabilities”.
     Section 5.3 Disposition of Unrelated Businesses.
     (a) Prior to Closing, subject to Section 5.3(b), SPC shall, and shall cause its Subsidiaries to, sell, spin off, distribute, transfer or otherwise dispose of, SPC’s direct or indirect interest in all Subsidiaries, assets and liabilities (including the rights and obligations of SPC or any Subsidiary arising from the Cable or Kansas City Transactions, including all rights and interests (contingent or otherwise) with respect to the Cable Escrow Agreement (but excluding any rights SPC gives to Acquiror with respect thereto for purposes of Section 2.8(c) and Section 2.12(a)), and the rights and obligations of the “Sellers” under the Kansas City Agreement, whether or not the Kansas City Transaction is consummated), other than the Radio Subsidiaries and the Assets and liabilities of the Radio Subsidiaries (other than the sale or disposal of WGLD and the termination of the license for KYNG, which SPC shall effect prior to Closing), respectively, as of the date hereof or as otherwise acquired or incurred pursuant to the terms of this Agreement, such that the sole business conducted directly by SPC or indirectly by SPC through its Subsidiaries at the Closing shall be the Business, the assets and liabilities in which SPC shall have a direct or indirect interest shall be limited to the Assets and liabilities of the Radio Subsidiaries as of the date of this Agreement or those otherwise acquired or incurred in accordance with the terms of this Agreement and the only Subsidiaries, direct or indirect, of SPC, at the Effective Time shall be the Radio Subsidiaries (the “Disposition”).
     (b) Notwithstanding the provisions of Section 5.3(a), the parties agree that SPC and SMC shall continue to be obligated under Article X and Sections 2.05(d), 5.02(b), 5.02(c), 5.04, 5.07, 5.08, 5.09, 6.02, 8.03(b), 8.03(e)(ii), 8.03(g), 8.04(d), 8.04(f), 8.05, 8.06(a), 8.06(b), 8.06(c), 8.07(b), 8.07(c), and 12.12 of the Cable Redemption Agreement and Section 2.9(f) of the Cable Asset Purchase Agreement; provided that the Stockholders’ Representative shall have (x) assumed these obligations to the extent practicable prior to the Closing in a manner reasonably satisfactory to Acquiror, without releasing SPC and SMC and (y) agreed with SPC to perform promptly all obligations required under the Sections referred to above (except to the extent any such obligations can only be performed by SPC or SMC).
     Section 5.4 Commercially Reasonable Efforts.
     (a) SPC and Acquiror shall cooperate and use their respective commercially reasonable efforts to satisfy as promptly as practicable the conditions precedent to the other party’s obligations

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hereunder and shall use their respective commercially reasonable efforts to satisfy as promptly as practicable the conditions precedent to their obligations hereunder to the extent they have the ability to control the satisfaction of such obligations. Without limiting the generality of the foregoing, SPC and Acquiror shall make all filings and submissions required by the U.S. Antitrust Laws, the Communications Act and any other Legal Requirements and promptly file any additional information requested as soon as practicable after receipt of such request therefor and promptly file any other information that is necessary, proper or advisable to permit consummation of the Transaction. In connection with the foregoing, SPC and Acquiror shall endeavor to consummate the Transaction without (or with minimal) costs, conditions, limitations and restrictions associated with the grant of the SPC Required Consents and Acquiror Required Consents. Except with respect to payment of HSR Act filing fees pursuant to Section 5.4(d)(1), and filing fees in connection with the Applications pursuant to Section 5.4(d)(2), each party shall pay all fees and expenses associated with obtaining all Consents that are required in respect of such party to consummate the Transaction or are otherwise commercially advisable in connection with consummation of the Transaction.
     (b) Each of the parties hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and take such other commercially reasonable actions not inconsistent with this Agreement as may be necessary or desirable to evidence, consummate or implement expeditiously the Transaction.
     (c) SPC and Acquiror shall cooperate with each other and shall furnish to the other party all information reasonably necessary or desirable in connection with making any filing under the HSR Act, and in connection with resolving any investigation or other inquiry by any Governmental Body with respect to the Transaction. Each of the parties shall promptly inform the other party of and, to the extent in writing (including emails) promptly provided copies of, any communication with, and any proposed understanding, undertaking or agreement with, any Governmental Body regarding any such filings or the Transaction. SPC and Acquiror shall not participate in any meeting with any Governmental Body in respect of any such filings, investigation or other inquiry without giving the other party prior notice of, and to the extent permitted the opportunity to participate in, such meeting. The parties hereto will consult and cooperate with each other in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with all meetings, actions and proceedings under or relating to the HSR Act (including, with respect to making a particular filing, by providing copies of all such documents (other than those that will not be publicly available) to the non-filing party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith); provided, however, that in no event shall Acquiror or SPC be required to furnish any information that, based on advice of such party’s counsel, would reasonably be expected to create any potential liability under applicable Legal Requirements, including U.S. Antitrust Laws, or would constitute a waiver of any material legal privilege (provided, that in such latter event Acquiror and SPC shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege).
     (d) In furtherance and not in limitation of the foregoing, each of Acquiror and SPC shall cooperate in taking the following actions:
     (1) Within twenty (20) calendar days after the date hereof, Acquiror and SPC shall make the required filings in connection with the transactions contemplated hereby pursuant to the HSR Act with the FTC and the Antitrust Division of the United States Department of Justice (the “Antitrust Divisions”), and shall request early termination of the waiting period with respect to such filings. From time to time after such initial filings, each party shall, as promptly as practicable, make all such further filings and submissions and take such further actions as may

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reasonably be required in connection therewith and shall furnish all other information reasonably necessary therefor. Each of Acquiror and SPC shall notify the other immediately upon receiving any request for additional information with respect to such filings from either the Antitrust Division or the FTC and the party receiving such request shall use its best efforts to comply with such requests as soon as is reasonably possible. Neither party shall withdraw any filing or submission without prior written consent of the other. All fees in connection with the required filings shall be borne one-half (1/2) by Acquiror and one-half (1/2) by SPC.
     (2) (a) Within fifteen (15) calendar days after the date hereof, SPC and Acquiror shall file one or more applications (the “Applications”) with the FCC to obtain the FCC’s consent to the transfer of control of the Commission Authorizations for the Stations. Acquiror and SPC shall cooperate with each other in the preparation and filing of the Applications and all information, data, exhibits, statements, and other materials required thereby. Each party further agrees to (i) expeditiously prepare and file with the FCC any amendments or any other filings in connection therewith which are requested by the FCC or required by its rules and policies, (ii) cooperate in the timely filing of extensions of any FCC consummation deadline (as long as the Agreement has not been terminated in accordance with its terms) if the conditions for Closing have not yet been satisfied, and (iii) take such other actions as may be necessary or appropriate to obtain the issuance of an order by the FCC (the “Initial Order”) granting the Applications at the earliest practicable time and having the Initial Order become a Final Order. For purposes of this Agreement, each party shall be deemed to be using its commercially reasonable efforts with respect to obtaining the Initial Order and the Final Order, and to be otherwise complying with the foregoing provisions of this Section 5.4(d), so long as it (x) truthfully and promptly provides information necessary or appropriate to complete and file its portion of the Applications and any amendments thereto in a timely manner, (y) timely provides its comments on any documents and other materials to be filed by the other party and (z) uses its reasonable efforts to oppose any and every petition to deny, informal objection or other challenge to the Applications and any and every reconsideration petition, application for review, or judicial appeal seeking a reversal of the Initial Order or, as the case may be, the Final Order, all without prejudice to the parties’ termination rights under this Agreement; provided, that SPC and the Radio Subsidiaries, on the one hand, and Acquiror, on the other, shall not be required to expend any funds or efforts contemplated under this Section 5.4(d) unless the other is concurrently and likewise complying with its respective obligations under this Article V.
     (i) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing, and prosecution of the Applications and the fulfillment of its obligations under clause (A) hereof. All filing fees imposed by the FCC or any governmental authority in connection with the filing of the Applications and the prosecution thereof shall be paid one-half (1/2) by the SPC, on the one hand, and one-half (1/2) by Acquiror, on the other.
     (ii) SPC shall, at its own expense, give timely notice of the filing of the Applications by such means and in such manner as may be required by the rules and regulations of the FCC; and
     (3) Promptly file all other necessary applications, instruments and documents with other Governmental Bodies relating to the Transaction.
     (e) SPC shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, commercially reasonable efforts to obtain any Consents. SPC must promptly notify Acquiror of any failure or prospective failure to obtain any such Acquiror Required

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Consents, as the case may be, and, if requested by Acquiror, must provide Acquiror with copies of all material filings and correspondence in connection with, and evidence of, all such Acquiror Required Consents, as the case may be, applied for or obtained.
     (f) After the Applications have been filed with the FCC pursuant to Section 5.4(d), Acquiror and SPC shall prosecute such Applications with all reasonable diligence and take all reasonable steps to obtain the requisite FCC Consent at the earliest practicable time. No party hereto shall take any action, and SPC shall cause the Radio Subsidiaries not to take any action, that such party knows or should know would adversely affect obtaining the FCC Consent, or adversely affect the FCC Consent becoming a Final Order. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by that party of any of its representations, warranties or covenants hereunder, and (ii) compliance with the condition would have a material adverse effect upon it. SPC and Acquiror shall oppose any petitions to deny or other objections filed with respect to the Applications for the FCC Consent and any requests for reconsideration or judicial review of the FCC Consent.
     (g) If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement pursuant to Article VIII, the parties shall jointly request an extension of the effective period of the FCC Consent, as the case may be. No extension of the effective period of the FCC Consent shall limit the exercise by either party of its right to terminate the Agreement under Article VIII.
     Section 5.5 Access and Information.
     (a) From the date hereof until the Effective Time, subject to applicable Legal Requirements, SPC shall, (i) afford Acquiror and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the Employees and the properties and assets of SPC and the Radio Subsidiaries that are used in the conduct of the Business, (ii) provide reasonable advance notice to Acquiror of, (x) senior management meetings in respect of the Business and (y) meetings conducted in respect of general management, budgets, forecasts, sales, employee retention and motivation and similar matters each as scheduled in the conduct of the Ordinary Course of Business, and, in respect of all such meetings, SPC shall permit Acquiror’s management personnel observation rights (without the authority to control or direct) at such meetings where and as held by SPC, either in person or by telephone conference call (at the election of Acquiror) if such meetings are in person, or by conference call if such meetings are telephonic, such observation rights also to include access to all work product and materials related thereto, (iii) furnish, or cause to be furnished, to Acquiror any financial and operating data and other available information with respect to the Business or in furtherance of the Transaction as Acquiror from time to time reasonably requests, and (iv) instruct the Employees, and its counsel and financial advisors to cooperate with Acquiror in its investigation of the Business; provided, however, that in no event shall Acquiror have access to any information that, based on advice of SPC’s counsel, would (A) reasonably be expected to (i) create liability under applicable Legal Requirements, including U.S. Antitrust Laws, or (ii) waive any material legal privilege (provided, that in such latter event Acquiror and SPC shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of SPC with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Acquiror, SPC has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality. Prior to the Closing Date, Acquiror and such third party consultants as may be engaged by Acquiror may, with reasonable prior notice, at mutually agreed times and at Acquiror’s own expense, physically inspect the properties and assets of SPC and the Radio

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Subsidiaries, including performing environmental audits; provided, however, that Acquiror shall not conduct any environmental sampling or invasive testing without the prior written consent of SPC and, in the case of any invasive testing, prior written consent of the applicable lessee, which consent shall not be unreasonably withheld. All requests made pursuant to this Section 5.5 shall be directed to an executive officer of SPC or such Person or Persons as may be designated by SPC. All information received pursuant to this Section 5.5 shall, prior to the Effective Time, be governed by the terms of the SPC Confidentiality Agreement.
     (b) From and after the Effective Time, Acquiror and SPC shall give the Stockholders’ Representative access, upon reasonable advance notice and at reasonable times, to the books and records of SPC and its Subsidiaries as may be reasonably necessary for the Stockholders’ Representative to wind up its obligations with respect to the Excluded Liabilities and Excluded Taxes. If Acquiror, SPC or any Radio Subsidiary receives any written notice from any Taxing Governmental Body proposing any adjustment to any Excluded Tax relating to SPC or any current or former Subsidiary, including Susquehanna Cable Co. and its direct and indirect Subsidiaries then Acquiror, SPC or any such Radio Subsidiary shall give prompt written notice thereof to the Stockholders’ Representative, which notice shall describe in detail each proposed adjustment.
     Section 5.6 Control of Stations.
     Acquiror shall not directly or indirectly control, supervise or direct the programming or operations of any Station prior to Closing. Such operations, including complete control and supervision of all finances, programming, Employees and policies for each Station, shall be the sole responsibility of the Radio Subsidiary that owns such Station.
     Section 5.7 Minority Interests.
     SPC shall take the actions described on Schedule 5.7, and all such other actions as necessary or appropriate, so as to acquire prior to the Closing all outstanding equity interests, and outstanding options, contracts or other rights to acquire equity interests, in the Radio Subsidiaries that are not owned, directly or indirectly, by SPC.
     Section 5.8 Employee Benefits Plans.
     (a) Prior to the Closing, SPC shall cause an Affiliate of SPC not affected by the Transaction and not constituting a Radio Subsidiary to assume the sponsorship of (or to continue the sponsorship of, as the case may be) (i) all of the Employee Plans that are defined benefit pension plans (whether or not they are qualified plans and whether or not they are subject to Title IV of ERISA), including without limitation the Susquehanna Pfaltzgraff Co. Pension Plan for Salaried Employees and the Susquehanna Pfaltzgraff Co. Pension Plan for Hourly Employees, (ii) all of the Employee Plans that are employee stock ownership plans including without limitation the Susquehanna Pfaltzgraff Co. Employee Stock Ownership Plan (“ESOP”), and (iii) all of the Employee Plans that are Section 401(k) plans, including without limitation the Susquehanna Pfaltzgraff Co. Employee Savings Plan. Such Affiliate of SPC shall assume responsibility for the termination of all such defined benefit plans, employee stock ownership plans and 401(k) plans in accordance with applicable Legal Requirements, and shall file or caused to be filed all necessary or appropriate applications or notices to Governmental Bodies relating to such plan terminations. With respect to all of the Employee Plans other than the defined benefit pension plans, employee stock ownership plans, and 401(k) plans, SPC and Acquiror shall cooperate, and shall arrange for the termination of the coverage of all the Employees under such Employee Plans (other than the defined benefit pension plans, employee stock ownership plans, and 401(k) plans) effective as of the Effective Time. The outstanding balance of any “exempt loan” to the ESOP shall be repaid from the

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proceeds of the conversion of unallocated stock held in the trust under the ESOP pursuant to this Agreement. Prior to the Closing SPC shall cause an Affiliate of SPC not affected by the Transaction and not constituting a Radio Subsidiary to assume (or to retain, as the case may be) all obligations with respect to continued coverage under COBRA (and any similar state Legal Requirement), Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA and the regulations thereunder, for (x) all employees of SPC and its Affiliates who terminate employment prior to, or in connection with, the Transaction contemplated by this Agreement, and (y) all other persons who experienced a “qualifying event” (as defined in COBRA) in connection with such employees of SPC and its Affiliates. Without limiting in any way the foregoing, prior to the Closing, SPC also shall cause an Affiliate of SPC not affected by the Transaction and not constituting a Radio Subsidiary to assume (or to retain, as the case may be) all obligations and liabilities under all of the Employee Plans.
     (b) As soon as practicable, but no less than sixty (60) days prior to the Closing Date, Acquiror shall provide to SPC a list of each Employee working at central radio that Acquiror intends to retain as an Employee after the Effective Time. Additionally, prior to Closing SPC shall, and shall cause the Radio Subsidiaries to, terminate all employees who are not Employees.
     (c) Beginning on the Closing Date, Acquiror shall provide Employees with compensation and employee benefits that are substantially comparable with the compensation and employee benefits of Cumulus Media Inc. (other than retiree welfare benefits or equity incentives), taking into account, to the extent relevant, the applicable market and the geographic location.
     (d) [intentionally omitted]
     (e) SPC shall cause an Affiliate of SPC not affected by the Transaction and not constituting a Radio Subsidiary to assume or retain responsibility for and continue to pay all medical, life insurance, non-work related disability and other welfare plan expenses and benefits for each Employee with respect to claims incurred by such Employee or his or her covered dependents through the Effective Time. Acquiror shall provide and be responsible for (in accordance with such plans as Acquiror shall adopt pursuant to subsection (b) above) all expenses and benefits with respect to claims incurred by Employees or their covered dependents thereafter. For purposes of this paragraph, a claim is deemed incurred: (i) in the case of hospital, medical or dental benefits, when the services that are the subject of the claim are performed, (ii) in the case of life insurance, when the death occurs and (iii) in the case of long-term disability benefits, when the Employee becomes disabled.
     (f) With respect to any plan that is a “welfare benefit plan,” as defined in Section 3(1) of ERISA, or any plan that would be a welfare benefit plan if it were subject to ERISA, maintained by Acquiror, Acquiror shall (i) provide coverage for Employees under its medical, dental and health plans as of the first day of the month following the month in which the Effective Time occurs in accordance with the terms of such plans, (ii) cause the waiver of any pre-existing conditions, actively at work requirements and waiting periods or other eligibility requirements to the extent such conditions, requirements or waiting periods were satisfied by an Employee under a corresponding Employee Plan, and (iii) cause such plans to take into account any expenses incurred by the Employees and their dependents or beneficiaries under similar plans of SPC and its Affiliates during the portion of the calendar year ending with the end of the month in which the Effective Time occurs solely for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses.
     (g) For purposes of vesting, participation and eligibility under each employee benefit plan of Acquiror, as defined in Section 3(3) of ERISA (each, an “Acquiror Plan”), in which Employees are or become eligible to participate, such Employees shall be given credit for service with SPC or any of its Affiliates prior to the Effective Time in accordance with the terms of such Acquiror Plan; provided,

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however, that nothing in this Section 5.8(g) shall result in any duplication of benefits or result in Employees receiving credit in an Acquiror Plan for benefit accrual purposes.
     (h) With respect to any accrued but unused vacation time (including flexible time-off and sick time) to which any Employee is entitled pursuant to the vacation policy applicable to such Employee immediately prior to the Closing Date, Acquiror shall honor such accrued vacation and allow such Employee to use such accrued vacation to the extent such accrued but unused vacation time is accrued as a current liability in the Closing Date Financial Statements and included in the calculation of Final Net Working Capital.
     (i) The parties hereto hereby acknowledge and agree that no provision of this Agreement shall be construed to create any right to any compensation or benefits whatsoever on the part of any Employee or other future, present or former employee of SPC or any of the Radio Subsidiaries. Nothing in this Section 5.8 or elsewhere in this Agreement shall be deemed to make any employee of the parties or their respective Affiliates a third-party beneficiary of this Agreement or any rights relating hereto.
     (j) Immediately prior to the Closing, SPC shall pay to each Employee who exercises an option to purchase shares of stock in Susquehanna Radio Corp. under the Susquehanna Radio Corp. Employee Stock Plan, in full satisfaction of such Employee’s rights under the option, an amount in cash sufficient to fully extinguish such rights. In addition, SPC shall pay out benefits accrued under non-qualified deferred compensation plans subject to Section 409A of the Code pursuant to the termination of those plans during 2005.
     (k) All contributions (including all employer contributions and employee salary reduction contributions) and insurance premiums with respect to each Employee Plan that are not yet due will be paid to each such Employee Plan or accrued, in each case in accordance with the past custom and practice of SPC and the ERISA Affiliates.
     (l) SPC shall, or shall cause an Affiliate of SPC not affected by the Transaction and not constituting a Radio Subsidiary to, assume or retain responsibility for and continue to pay (i) all liabilities or obligations relating to retention payments or SERP costs through the Effective Time and (ii) all amounts arising in connection with any obligations under any severance agreement listed on Schedule 5.8(l).
     Section 5.9 Cooperation, Notification.
     Each party shall:
     (a) Confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable Legal Requirements, material operational matters and the general status of its ongoing operations,
     (b) Promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects,
     (c) Promptly advise the other party of any material inaccuracy in any of its representations or warranties or nonperformance of any of its covenants in this Agreement or of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result in, a material adverse effect on the condition (financial or otherwise), assets, liabilities, results of operations or prospects of such party, or materially impair such party’s ability to effect the Closing or perform its respective obligations under this Agreement, and

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     (d) Promptly provide the other party with copies of all filings made by such party or any of its Subsidiaries with any Governmental Body in connection with this Agreement and the Transactions.
     Section 5.10 No Additional Representations and Warranties.
     Each of Acquiror and Merger Sub, on the one hand, and SPC, on the other hand, agrees that, except for the representations and warranties made by the other party that are expressly set forth in Article III and Article IV of this Agreement, as applicable, neither party has made and shall not be deemed to have made to such other party any express or implied representation or warranty of any kind. Unless otherwise expressly liable pursuant to a written agreement, no representative of a party or “affiliate” (within the meaning of Rule 405 promulgated under the Securities Act) (each such person a “Securities Act Affiliate”), acting in his or its capacity as an agent of a party, shall have any liability or obligation for breaches of this Agreement or the Transaction, and each party hereby waives and releases all claims of any such liability and obligation, except as set forth below. Without limiting the generality of the foregoing, each party agrees that neither the other party nor any of its Securities Act Affiliates or representatives makes or has made any representation or warranty to such party or to any of its representatives or Securities Act Affiliates with respect to:
     (a) any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) of future financial condition (or any component thereof) of the other party or any of its Subsidiaries or the future business, operations or affairs of the other party or any of its Subsidiaries; and
     (b) any other information, statement or documents heretofore or hereafter delivered to or made available to such party or its representatives or Securities Act Affiliates with respect to the other party or any of its Subsidiaries or the business, operations or affairs of the other party or any of its Subsidiaries, except to the extent and as expressly covered by a representation and warranty made by the other party and contained in Article III or Article IV of this Agreement, as applicable. Notwithstanding anything to the contrary in this Section 5.10, nothing in this Agreement shall relieve any party to this Agreement, any representative or any Securities Act Affiliate from any liability for statutory or common law fraud.
     Section 5.11 Debenture Offer; Defeasance.
     (a) Prior to Closing, SPC shall cause SMC to commence (i) an offer (the “Debenture Offer”) to purchase all of the outstanding 7.375% senior subordinated notes due 2013 issued by SMC (the “Debentures”), and (ii) a solicitation as part of the Debenture Offer (the “Solicitation”) of consents to amend the Indenture from the holders of not less than a majority in aggregate principal amount of the Debentures outstanding at the time of the Debenture Offer (the consents from such holders, the “Requisite Consents”). The Debenture Offer and Solicitation (including the amendments) shall be on terms determined by SPC, and SMC shall not be required to purchase the Debentures pursuant to the Debenture Offer, and the proposed amendments, if approved, shall not become effective, unless the Merger is consummated or will be consummated simultaneously therewith. SPC shall cause SMC, promptly following the date the Requisite Consents are obtained, to execute a supplemental Indenture containing the proposed amendments that by their terms shall become operative only upon consummation of the Debenture Offer.
     (b) In the event that less than all of the outstanding Debentures are tendered to and acquired by SMC in response to the Debenture Offer, to the extent permitted by Legal Requirements and the Indenture, prior to Closing SPC shall cause SMC to exercise its covenant defeasance option under the

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Indenture and promptly take all necessary action required thereunder, including irrevocably depositing with the Indenture trustee money or U.S. government obligations sufficient to pay all principal of and interest on the Debentures to the first date on which the Debentures may be redeemed under the terms of the Indenture.
     Section 5.12 Financial Information.
     (a) Between the date hereof and the Closing, SPC shall, and shall cause the Radio Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, including legal and accounting, of SPC and the Radio Subsidiaries to, provide to Acquiror, at Acquiror’s expense (other than with respect to clause (iii) below), all cooperation reasonably requested by Acquiror that is reasonably necessary, proper or advisable in connection with the financing contemplated by the Commitment Letters to be undertaken by the Acquiror (the “Financing”), including (i) to the extent reasonably necessary to effect the Financing, participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) using its commercially reasonable efforts to assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) furnish Acquiror and its financing sources with financial statements and related information, including audited financial statements for SPC, in respect of the Business on a stand alone basis for each of the three fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005 (treating non-Business activities as discontinued businesses and without allocations of SPC general and administrative expense to non-Business activities as required by GAAP) (the “Business Financial Statements”) and other financial and other pertinent information regarding the Business, on a stand alone basis, as may be reasonably requested by Acquiror, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in offering memoranda for private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Financing at the time during the Business’ fiscal year such offerings will be made, (iv) furnish Acquiror with weekly pacing reports, rating books and similar reports, (v) use commercially reasonable efforts to obtain accountants’ comfort letters as reasonably requested by Acquiror, (vi) use its commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within thirty (30) days of the end of each month prior to the Closing, and (vii) use all reasonable efforts to take all actions necessary and appropriate to (A) permit the prospective lenders involved in the Financing to evaluate the Business’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establishing bank and other accounts and blocked account agreements and lock box arrangements effective with respect to the period commencing at the Closing. SPC hereby consents to the use of its and the Radio Subsidiaries logos in connection with the Financing. SPC agrees to use its commercially reasonable efforts to furnish Acquiror with the Business Financial Statements as soon as reasonably possible after the date hereof. The costs and expenses of the KPMG LLP’s audit of the Business Financial Statements shall be split equally between Acquiror and SPC, and each party shall use its commercially reasonable efforts to minimize such costs and expenses. Notwithstanding anything to the contrary in this Section 5.12, Acquiror agrees that the Financing shall not impose any liability or encumbrances on SPC or the Radio Subsidiaries prior to the Closing Date. Acquiror hereby indemnifies, defends and holds harmless all officers and employees of SPC and the Radio Subsidiaries who assist Acquiror in respect of the Financing as provided in this Section 5.12, from and against all Losses sustained, incurred or suffered by any such Person and arising from such assistance, except to the extent of the gross negligence or willful misconduct of such Person.

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     Section 5.13 No Shop.
     SPC agrees that from and after the date hereof and until termination of this Agreement, (i) none of SPC or the Radio Subsidiaries will sell, transfer or otherwise dispose of any direct or indirect interest in SPC or any Radio Subsidiary or any assets of the Radio Subsidiaries or Stations (except for dispositions contemplated by Section 5.3 of this Agreement), and (ii) SPC shall not, and shall cause each other representative, agent and officer, director or manager of SPC or the Radio Subsidiaries not to respond to inquiries or proposals, or encourage, solicit, participate in, initiate, or pursue any discussions, or enter into any Contracts, or provide any information to any Person, with respect to the sale or purchase of any direct or indirect interest in SPC or any of the Radio Subsidiaries or the merger or consolidation of SPC or any Radio Subsidiary, or the sale, lease or other disposition of all or any portion of the assets, business, rights or Governmental Authorizations of the Radio Subsidiaries or the Stations except as expressly permitted elsewhere in this Agreement. The provisions of this Section 5.13 shall not be deemed to limit or negate any other rights or obligations of SPC or the Radio Subsidiaries under this Agreement.
     Section 5.14 Tax Matters.
     (a) SPC shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Tax Returns in respect of SPC and its Subsidiaries, and their assets or activities (the “SPC Returns”), that are required to be filed on or before the Closing Date. With respect to the matters in this Section 5.14(a), the parties agree that in the event the transactions under the Cable Agreements are consummated (i) Lenfest York, Inc. will have the rights set forth in Section 8.03(b)(i), (ii) and (iii) of the Cable Redemption Agreement with respect to any matters in this Section 5.14(a) that relate to Tax matters affecting SPC, SMC, Susquehanna Cable Co. and the Cable Group (as defined in the Cable Redemption Agreement) and (ii) SMC agrees that any rights that SMC may have after the Closing with respect to Tax matters affecting SPC, SMC, Susquehanna Cable Co. and the Cable Group under the Cable Agreements will be exercised jointly with the Stockholders’ Representative.
     (b) The Stockholders’ Representative shall prepare or cause to be prepared all SPC Returns required to be filed after the Closing Date with respect to taxable periods ending on or before the Closing Date (the “SPC Pre-Closing Returns”). At least ninety (90) days prior to the due date of any SPC Pre-Closing Return (taking into account the automatic extension of time for filing under Section 6081(b) of the Code and the Treasury Regulations thereunder and any comparable provisions of state or local law), the Stockholders’ Representative shall provide Acquiror with a draft of such return for Acquiror’s review and comment. Acquiror shall review such draft SPC Pre-Closing Return and provide its comments to the Stockholders’ Representative within twenty (20) days after Acquiror’s receipt of the draft Tax Return. If the Stockholders’ Representative does not agree with any comment provided by Acquiror, the Stockholders’ Representative and Acquiror shall endeavor in good faith to expeditiously resolve any such disagreement in accordance with standards normally applied in the preparation of tax returns. If the Stockholders’ Representative and Acquiror are unable to resolve their disagreement within thirty (30) days after the Stockholders’ Representative’s receipt of the comments giving rising to the disagreement, the disagreement shall be referred to the Accounting Expert for resolution under said standards. The Accounting Expert shall resolve any disagreement within thirty (30) days after its engagement, and the Stockholders’ Representative and Acquiror agree that the decision of the Accounting Expert shall be conclusive and binding on both the Stockholders’ Representative and Acquiror. The fees of the Accounting Expert shall be divided equally between the Stockholders’ Representative and Acquiror. After the receipt of comments by the Stockholders’ Representative with respect to any draft SPC Pre-Closing Return, the Stockholders’ Representative shall prepare or cause to be prepared the final SPC Pre-Closing Return that corresponds to such draft SPC Pre-Closing Return, and such final SPC Pre-Closing Return shall reflect, as applicable, the Acquiror’s comments with respect to such draft SPC Pre-Closing Return, any agreement between the Stockholders’ Representative and Acquiror with respect to such

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comments or any decision of the Accounting Expert. The Stockholders’ Representative shall deliver such final SPC Pre-Closing Return to Acquiror within ten (10) days before its due date, and Acquiror shall timely file or cause to be timely filed such final SPC Pre-Closing Return. For purposes of this Section 5.14(b) and Section 5.14(c), Acquiror shall, or shall cause SPC or the relevant Radio Subsidiary to, procure with respect to each SPC Pre-Closing Return and SPC Straddle Period Return the automatic extension of time for filing such return under Section 6081(b) of the Code and the Treasury Regulations thereunder and any comparable provisions of state or local law. With respect to the matters in this Section 5.14(b), the parties agree that in the event the transactions under the Cable Agreements are consummated (i) Lenfest York, Inc. will have the rights set forth in Section 8.03(b)(i), (ii) and (iii) of the Cable Redemption Agreement with respect to any matters in this Section 5.14(b) that relate to Tax matters affecting SPC, SMC, Susquehanna Cable Co. and the Cable Group (as defined in the Cable Redemption Agreement) and (ii) SMC agrees that any rights that SMC may have after the Closing with respect to Tax matters affecting SPC, SMC, Susquehanna Cable Co. and the Cable Group under the Cable Agreements will be exercised jointly with the Stockholders’ Representative.
     (c) Acquiror shall prepare and timely file or caused to be prepared and timely filed all SPC Returns required to be filed after the Closing Date with respect to taxable periods that begin before and end after the Closing Date (the “SPC Straddle Period Returns”). The portions of the SPC Straddle Period Returns relating to taxable periods ending on or before the Closing Date shall reflect the practices of the Stockholders’ Representative and Acquiror with respect to the SPC Pre-Closing Returns. With respect to the matters in this Section 5.14(c), the parties agree that in the event the transactions under the Cable Agreements are consummated (i) Lenfest York, Inc. will have the rights set forth in Section 8.03(b)(i), (ii) and (iii) of the Cable Redemption Agreement with respect to any matters in this Section 5.14(c) that relate to Tax matters affecting SPC, SMC, Susquehanna Cable Co. and the Cable Group (as defined in the Cable Redemption Agreement) and (ii) SMC agrees that any rights that SMC may have after the Closing with respect to Tax matters affecting Susquehanna Cable Co. and the Cable Group under the Cable Agreements will be exercised jointly with the Stockholders’ Representative.
     (d) If and to the extent any SPC Pre-Closing Return or SPC Straddle Period Return reflects an amount of Taxes which differs from the relevant portion of the Final Tax Amount, Acquiror and SPC on the one hand or the Stockholders’ Representative on the other hand, as applicable, shall pay such difference to the other prior to the due date for filing of any such Tax Returns; provided that, if and to the extent (i) any SPC Pre-Closing Return or SPC Straddle Period Return reflects an amount of Taxes that is less than the relevant portion of the Final Tax Amount and (ii) the difference is attributable to Tax items with respect to which a different standard applies for purposes of (A) determining such Tax items in respect of the applicable SPC Pre-Closing Return or SPC Straddle Period Return and (B) determining such Tax items in respect of the relevant portion of the Final Tax Amount (such difference described in clauses (i) and (ii), a “Tax Difference”), then such Tax Difference shall not be paid to the Stockholder’s Representative, but, instead, shall be added by Acquiror and SPC to and become part of the Indemnity Escrow Amount held under the Escrow Agreement.
     (e) Any Tax refunds that are received by Acquiror, SPC or any Radio Subsidiary, and any amounts credited against Tax to which Acquiror, SPC or any Radio Subsidiary become entitled, that relate to any taxable period (or portion thereof) ending on or prior to the Closing Date shall be for the account of the SPC Stockholders, except to the extent such refund or credit is a consequence of the carry back to such period of losses generated in a period (or portion thereof) that begins subsequent to the Closing Date, and Acquiror shall pay over to the Stockholders’ Representative any such refund or the amount of any such credit within 15 days after receipt or entitlement thereto. If any such Tax refund is subsequently disallowed, or to the extent the Acquiror Indemnified Parties have paid Excluded Taxes and have not been reimbursed for any such Excluded Taxes actually paid by them (or to the extent any Tax Refund is required to be paid to the Comcast Indemnitee (as defined in the Cable Redemption Agreement)

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pursuant to Section 5.14(h)), the amount so paid shall be retained (or paid to the Comcast Indemnitee, as applicable) and only the excess, if any, paid to the Stockholders’ Representative in accordance with this sentence, the Stockholders’ Representative shall be required to pay back to Acquiror any amount received pursuant to the preceding sentence.
     (f) After the Closing Date, none of Acquiror, SPC or any Radio Subsidiary, without written consent of the Stockholders’ Representative, shall file any amended Tax Returns for any taxable period (or portion thereof) ending on or before the Closing Date for or in respect of SPC or any Subsidiary if it would give rise to a material indemnification obligation for the Stockholders’ Representative under Section 9.2(a)(iii).
     (g) The parties to this Agreement intend that all amounts delivered by Acquiror to the Escrow Agent pursuant to Section 2.9 shall be treated, for all Tax purposes, as retained by Acquiror and not as paid to the SPC Stockholders.
     (h) The parties to this Agreement agree that, after the Closing Date, SMC and its Affiliates shall perform all obligations arising under Section 8.03(i) of the Cable Redemption Agreement. Pursuant to Section 8.03(i) of the Cable Redemption Agreement, in the event that (i) after the closing date of the transactions contemplated by the Cable Redemption Agreement (the “Cable Transaction Closing Date”), there is an adjustment by a Taxing Governmental Body to any consolidated, combined, group or unitary Tax Return filed in respect of or that includes Susquehanna Cable Co. and its Subsidiaries and their assets and activities and that is for any taxable period (or portion thereof) ending on or before the Cable Transaction Closing Date, (ii) after the Cable Transaction Closing Date, Susquehanna Cable. Co. makes a payment of Taxes, pursuant to the Cable Redemption Agreement, as a result of such adjustment, other than any payment pursuant to Section 8.07 of the Redemption Agreement, (iii) no Comcast Indemnitee (as defined in the Cable Redemption Agreement) is indemnified pursuant to Section 8.06 of the Cable Redemption Agreement (other than due to the proviso in Section 8.06(a)) with respect to such payment by Susquehanna Cable Co. and (iv) after the Closing Date, SMC or any of its Affiliates actually realizes a Tax benefit from or as a result of the payment by Susquehanna Cable Co., then SMC shall, or SMC shall cause any such Affiliate to, remit to the Comcast Indemnitee, at the time such Tax benefit is actually realized, an amount equal to the Tax benefit actually realized. For purposes of this Section 5.14(h) and Section 8.03(i) of the Cable Redemption Agreement, a Tax benefit shall be treated as “actually realized” by any Person at the time at which the amount of Taxes payable by such Person is reduced (by comparing the Taxes payable with and without the Tax benefit) below the amount of Taxes that such Person would be required to pay (or the refund to which such Person is entitled is increased above the refund to which such Person otherwise would have been entitled) but for such incremental Tax benefit. In the event such Tax benefit is subsequently disallowed, the Comcast Indemnitee shall reimburse SMC for the amount of such Tax benefit so disallowed (including interest).
     Section 5.15 Acquiror’s Financing.
     Acquiror (i) shall use commercially reasonable efforts to meet all of the conditions required to consummate the Financing as contemplated in this Agreement on the terms set forth in the Commitment Letters and (ii) will advise SPC promptly in writing of (x) the request for any material change in the conditions to funding under any Commitment Letter and any material amendment, modification or termination of any Commitment Letter or (y) any condition or circumstance that is likely to result in the termination of the obligation of any sponsor or other financing party under any Commitment Letters.

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     Section 5.16 Cable Transaction.
     SPC covenants and agrees to use its commercially reasonable efforts and act in good faith to (i) satisfy (including causing its Subsidiaries to satisfy) as promptly as practicable the conditions precedent to the obligations of the parties to consummate the Cable Transaction pursuant to the Cable Agreements, and (ii) to consummate the Cable Transaction in accordance with the terms and conditions of the Cable Agreements. When and in the event of a termination of the Cable Agreements, SPC shall use its commercially reasonable efforts and act in good faith to enter into a definitive agreement in respect of, and thereafter consummate, a Cable Transaction with an alternative purchaser, on such terms and conditions as the Board of Directors approves. Notwithstanding anything herein to the contrary, in the event a Cable Transaction has not been consummated on or prior to October 1, 2006, the Closing Date shall be scheduled for November 1, 2006, and SPC shall be obligated to effect a Cable Transaction no later than immediately prior to the Effective Time on the Closing Date.
ARTICLE VI
CLOSING CONDITIONS
     Section 6.1 Conditions to Obligations of SPC to Effect the Merger.
     The obligations of SPC to effect the Transaction are subject to the satisfaction at or prior to Closing of each of the following conditions, all of which may be waived in whole or in part by SPC for purposes of consummating such transactions, but without prejudice to any other right or remedy which SPC may have hereunder as a result of any misrepresentation by, or breach of any covenant or warranty of, Acquiror contained herein or any other certificate or instrument furnished by or on behalf of Acquiror hereunder:
     (a) no Order shall have been issued restraining, preventing, enjoining, or prohibiting SPC from consummating the Transaction;
     (b) each of Acquiror’s and Merger Sub’s representations and warranties set forth in this Agreement or any exhibits hereto or any certificates or documents delivered by Acquiror or Merger Sub to SPC in connection with this Agreement shall be accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects, as of the time of the Closing as if made at such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); provided, however, that each of Acquiror’s and Merger Sub’s representations and warranties set forth in Sections 4.2, 4.3 and 4.8 and the representations and warranties that contains an express materiality qualification shall be accurate in all respects, as of the time of the Closing as if made at such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);
     (c) each covenant, agreement, and obligation required by the terms of this Agreement to be complied with and performed by Acquiror and Merger Sub at or prior to the Closing shall have been duly and properly complied with and performed in all material respects, and an officer of Acquiror and Merger Sub shall deliver a certificate dated as of the Closing Date certifying to the fulfillment of this condition and the condition set forth under Section 6.1(b) above;
     (d) the Initial Order shall have been granted without any conditions materially adverse to SPC and the Radio Subsidiaries, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all regulatory authorities whose approvals are required by law, including, without limitation, the expiration or early termination of any waiting period required under the HSR Act;

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     (e) the Kansas City Transaction shall have been consummated, provided, that such condition shall be deemed to be satisfied if the Kansas City Transaction has not been consummated due to the Kansas City Sellers’ breach of the Kansas City Transaction Agreement;
     (f) the Cable Transaction shall have been consummated; and
     (g) Acquiror shall have closed the Financing and have funding available sufficient to pay the Base Merger Consideration required by this Agreement.
     Section 6.2 Conditions to Obligation of Acquiror and Merger Sub to Effect the Merger.
     The obligations of Acquiror and Merger Sub to effect the Merger and consummate the Transaction are subject to the satisfaction at or prior to Closing of each of the following conditions, all of which may be waived, in whole or in part, by Acquiror for purposes of consummating such transactions, but without prejudice to any other right or remedy which Acquiror may have hereunder as a result of any misrepresentation by, or breach of any covenant or warranty of, SPC contained herein or any other certificate or instrument furnished by or on behalf of the SPC hereunder:
     (a) no action, suit, or proceeding shall have been instituted against any of SPC on or against Acquiror by, in or before any Governmental Body, and be unresolved, and no Order shall have been issued to restrain, prevent, enjoin, or prohibit, or to obtain substantial damages by reason of the Transaction;
     (b) each of the representations and warranties of SPC in this Agreement or any exhibits hereto or any certificates or documents delivered by SPC in connection with this Agreement shall be accurate in all material respects as of the date of this Agreement, and shall be accurate in all material respects as of the time of the Closing as if made at such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date); provided, however, that each of the representations and warranties set forth in Sections 3.2 and 3.3, and the representations and warranties that contains an express materiality or Material Adverse Effect qualification shall be accurate in all respects as of the time of the Closing as if made at such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date);
     (c) each covenant, agreement, and obligation required by the terms of this Agreement to be complied with and performed by SPC at or prior to the Closing shall have been duly and properly complied with and performed in all material respects, and an officer of SPC each shall deliver a certificate dated as of the Closing Date certifying to the fulfillment of this condition and the condition set forth under Section 6.2(b) above;
     (d) the Initial Order shall have been granted without any conditions materially adverse to Acquiror and shall have become a Final Order, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all regulatory authorities whose approvals are required by law, including, without limitation, the expiration or early termination of any waiting period required under the HSR Act;
     (e) Acquiror shall have closed the Financing and have funding available sufficient to pay the payments required to be made under Section 2.9(b);
     (f) since December 31, 2004, no changes or events shall have occurred that, individually or in the aggregate, have (or would reasonably be expected to have) a material adverse change to the condition (financial or otherwise), assets, liabilities, results of operations or prospects of the Business,

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taken as a whole, or any material impediment or delay to SPC’s ability to effect the Closing or perform its obligations under this Agreement, other than any (i) change, event, circumstance, occurrence, impairment or delay (A) relating to any general, national, international or regional economic or financial conditions generally affecting the commercial radio broadcast industry that does not disproportionately (compared to other radio operations) affect the Business; (B) relating to the radio industry generally due to competition from outside the terrestrial commercial radio broadcast industry that does not disproportionately (compared to other radio operations) affect the Business; (C) resulting from or otherwise attributable to the public announcement of the Transaction or the identity of Acquiror, or the public announcement of any other transaction by Acquiror; (D) resulting from any action taken by Acquiror with respect to the exercise of its rights under Section 5.5(a); (E) due to, resulting from or otherwise attributable to any violation of the terms of this Agreement by Acquiror; or (F) any change, event, circumstance or occurrence described and referred to in Schedule 6.2(f); or (ii) change in a Legal Requirement or accounting standards or interpretations thereof that is of general application;
     (g) SPC shall, directly or indirectly, have good and valid title to all of the outstanding equity interests in each Radio Subsidiary;
     (h) the Business Financial Statements (and related information and notes thereto) shall be substantially consistent with, and not materially less favorable (to Acquiror) on the whole than, the unaudited Financial Statements referred to in Section 3.4(b), including the broadcast cash flow reflected therein; and
     (i) the Kansas City Transaction shall have been consummated, provided that such condition shall be deemed satisfied if the Kansas City Transaction has not been consummated due to the breach by CMP KC Corp. of the Kansas City Transaction Agreement.
ARTICLE VII
CLOSING DELIVERIES
     Section 7.1 Deliveries of SPC, the Radio Subsidiaries and the Stockholders’ Representative.
     At the Closing, SPC shall deliver all of the documents set forth below:
     (a) certified copies of resolutions duly adopted by the board of directors of SPC, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;
     (b) the corporate minute book, stock ledger and all other original and duplicate Business Records of SPC;
     (c) the corporate minute book, stock ledger, limited liability company minutes and records of partnership minutes and records, as applicable, of each Radio Subsidiary;
     (d) a copy of the articles of incorporation of SPC, and the articles of incorporation or organization, as applicable, of each Radio Subsidiary including all amendments thereto, certified by the Secretary of State of the such entity’s incorporation or organization, respectively, dated within thirty (30) days of the Closing Date;

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     (e) a copy of the bylaws of SPC and the bylaws, operating agreement, or partnership agreement, as applicable, of each Radio Subsidiary, certified by the corporate secretary of SPC and an officer, manager or member, as applicable, of each Radio Subsidiary, respectively as being correct and complete and in effect on the Closing Date;
     (f) certificates, each dated within thirty (30) days of the Closing Date, from the respective Secretaries of State or other appropriate officials of the jurisdiction of incorporation of SPC and each jurisdiction in which SPC conducts business, showing that, with respect to the jurisdiction of incorporation of SPC, SPC is duly incorporated and in good standing in such jurisdiction and, with respect to each other such jurisdiction, that SPC is duly qualified and in good standing as a foreign corporation authorized to transact business in such jurisdiction;
     (g) certificates, each dated within thirty (30) days of the Closing Date, from the respective Secretaries of State or other appropriate officials of the jurisdiction of formation, organization or interpretation of each of the Radio Subsidiaries and each jurisdiction in which each Radio Subsidiary conducts business, showing that, with respect to the jurisdiction of formation of such Radio Subsidiary, such Radio Subsidiary is duly formed and in good standing in such jurisdiction and, with respect to each other such jurisdiction, that such Radio Subsidiary is duly qualified and in good standing as a foreign legal entity authorized to transact business in such jurisdiction;
     (h) the certificate described in Section 6.2(c) hereof;
     (i) an opinion of SPC’s corporate counsel, dated the Closing Date, addressed to Acquiror, favorably opining as to the matters included in Schedule 7.1(i) hereto and in form and substance satisfactory to Acquiror;
     (j) an opinion of SPC’s FCC counsel dated the Closing Date, addressed to Acquiror favorably opining as to the matters included in Schedule 7.1(j) hereto and in form and substance satisfactory to Acquiror;
     (k) resignations of each director, officer and limited liability company manager of SPC and each Radio Subsidiary;
     (l) the consents set forth on Schedule 7.1(l) hereto (the “Acquiror Required Consents”);
     (m) the Escrow Agreement duly executed by SPC and the Stockholders’ Representative;
     (n) either (i) an affidavit from the Stockholders’ Representative certifying that each SPC Stockholder is not a foreign person within the meaning of Section 1445 of the Code, or (ii) an affidavit from SPC certifying that it is not a United States real property holding corporation under Section 897 of the Code; and
     (o) all other documents required by the terms of this Agreement to be delivered to Acquiror at the Closing.
     Section 7.2 Deliveries of Acquiror and Merger Sub.
     (a) At the Closing, Acquiror will deliver the items and documents set forth below to SPC and the Stockholders’ Representative, or as otherwise expressly provided in this Agreement:
     (b) the Closing Merger Payment to the Paying Agent as provided in Section 2.8;

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     (c) Acquiror shall deliver the following to SPC and the Stockholders’ Representative, each to be in form and substance satisfactory to each of them, (i) certified copies of the Certificate of Formation and the operating agreements for each Principal Stockholder LLC, in each case consistent with the terms of Exhibit D, (ii) agreements assigning 100% of the membership interest in the Principal Stockholder LLCs to the respective Principal Stockholders as of the Effective Time, and (iii) a certification Acquiror that each of the Principal Stockholder LLCs (x) is free of all obligations except those under the Indemnity Agreement in the form and substance of Exhibit C and (y) has been funded with the LLC Deposit Amount in cash prior to the Effective Time (together with evidence of such funding).
     (d) the certificates and other documents and instruments to be delivered pursuant to Section 6.1(c) hereof;
     (e) certificates of good standing with respect to Merger Sub, issued as of a recent date by the Secretary of State of Delaware;
     (f) certified copies of resolutions of the members of Acquiror and board of directors of Merger Sub authorizing the execution and delivery of this Agreement and the Acquiror Documents and the consummation of the transactions contemplated hereby and thereby;
     (g) an opinion of Acquiror’s and Merger Sub’s corporate counsel, dated the Closing Date, opining as to the maters included in Schedule 7.2(g) hereto and in form and substance satisfactory to SPC;
     (h) the Escrow Agreement, duly executed by Acquiror; and
     (i) all other documents required by the terms of this Agreement to be delivered to SPC and the Stockholders’ Representative at the Closing.
     In addition, Acquiror will deliver the items and documents set forth below:
     (x) to the Escrow Agent, the Escrow Amount, in accordance with Section 2.9 hereof; and
     (y) to the Lenders, the portion of the Preliminary Excluded Liabilities Payoff Amount in accordance with Section 2.9 hereof.
ARTICLE VIII
TERMINATION
     Section 8.1 Termination by Mutual Consent.
     This Agreement may be terminated by the mutual written consent of Acquiror and SPC.
     Section 8.2 Termination by Either Acquiror or SPC.
     This Agreement may be terminated by either Acquiror or SPC upon written notice from Acquiror or SPC, as applicable, if
     (a) The Closing shall not have occurred on or before November 1, 2006, so long as the party proposing to terminate has not breached in any material respect any of its representations, warranties, covenants or other obligations under this Agreement in any manner that has proximately contributed to

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the failure of the Closing to so occur (such breaching party, a “Proximate Cause Party”), provided, however, that no party may provide such notice if a delay in any decision by the FCC with respect to the Applications has been caused or materially contributed by (i) the failure of such party to timely furnish, file or make available to the FCC information within its control, (ii) by the willful furnishing by such party of incorrect, inaccurate or incomplete information to the FCC, or (iii) by any other action or omission which has caused or materially contributed to any delay in the issuance of the FCC’s decision with respect to the Applications.
     (b) A United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Transaction and such Order shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used all reasonable efforts to remove such Order.
     (c) The FCC shall have issued an Order denying the Applications or designating the Applications for an oral evidentiary hearing, and such Order shall have become a Final Order.
     The parties agree that the Acquiror shall have the option to extend the date referred to in Section 8.2(a) for two successive six month periods in the event the Cable Transaction has not closed at least 30 days prior to such date, or such later date as is in effect as a result of the Acquiror’s exercise of its first six month extension option, so long as the Commitment Letters have been extended or replaced with comparable commitment letters or other commitment letters reasonably acceptable to SPC. The Acquiror shall exercise its option referred to in the preceding sentence by delivering a written notice to each of the other parties hereto, together with satisfactory evidence that the Commitment Letters have been so extended or replaced for the requisite period, at least 20 days prior to the then applicable date under Section 8.2(a).
     Section 8.3 Termination by SPC.
     This Agreement may be terminated by SPC at any time before the Closing Date upon written notice to Acquiror if (x) any of the Commitment Letters is terminated or amended or modified in any manner that is materially adverse to Acquiror’s ability to effect the Financing as contemplated under this Agreement and not replaced with a comparable financing commitment within twenty (20) Business Days, (y) fifty (50) days after SPC provides written notice to Acquiror that the circumstances described in Section 6.2(f) hereof have occurred by reason of a change or event occurring after the date of this Agreement (“Noticed MAC”), which notice (“MAC Notice”) identifies and describes such change or event, and the actual or reasonably expected effects (including financial or economic effects) thereof, in reasonable detail, unless Acquiror agrees in writing within such fifty (50) day period to waive such condition in respect of the identified circumstances to the extent described in the MAC Notice for the purposes (only) of the condition to Closing provided for in Section 6.2(f), which shall not constitute a waiver by Acquiror of any other rights or remedies that Acquiror may have hereunder by reason of the occurrence of such circumstances or the related failure of such condition, nor shall it constitute a waiver by Acquiror of the conditions to Closing provided for in Section 6.2(f) in respect of the Noticed MAC if the actual or reasonably expected effects (including financial or economic effects) thereof are more adverse than as indicated in MAC Notice in respect thereof or (z) Acquiror is then in material breach of any representation, warranty, covenant or obligation of Acquiror in this Agreement such that an executive officer of Acquiror or Merger Sub would be unable to deliver the closing certificate to SPC regarding, respectively, Acquiror’s and Merger Sub’s respective representations and warranties and Acquiror’s and Merger Sub’s respective performances of their obligations as required pursuant to Section 6.1(c), and (i) such breach, condition or circumstance is not curable or, (ii) if curable, such breach, condition or

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circumstance is not cured within 30 days after written notice thereof is given by SPC to Acquiror and Merger Sub.
     Section 8.4 Termination by Acquiror.
     This Agreement may be terminated by Acquiror at any time before the Closing Date upon written notice to SPC and the Stockholders’ Representative, if SPC is then in material breach of any representation, warranty, covenant or obligation in this Agreement such that SPC would be unable to deliver the closing certificate to Acquiror regarding the representations and warranties of SPC and the performance of the obligations of SPC as required pursuant to Section 6.2(c), and (i) such breach is not curable or, (ii) if curable, such breach is not cured within 30 days after written notice thereof is given by Acquiror to SPC.
     Section 8.5 Effect of Termination and Abandonment.
     Each party’s respective right of termination under this Article VIII is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to this Article VIII, no party to this Agreement shall have any liability to any other party to this Agreement, and this Agreement shall be deemed null and void and of no further force and effect; provided, however, that, if this Agreement is terminated because of an intentional or willful breach of this Agreement by the nonterminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied and the other party is a Proximate Cause Party based on an intentional or willful breach of its obligations under this Agreement, the terminating party shall retain all rights and remedies available to it in respect of such termination. Termination of this Agreement will not terminate the obligations of any party under the SPC Confidentiality Agreement.
     Section 8.6 Extension, Waiver.
     At any time before the Effective Time, any party hereto, upon written notice to all parties hereto, may, to the extent legally allowed,
     (a) Extend the time for the performance of any of the obligations or other acts of the other parties;
     (b) Waive any inaccuracies in the representations and warranties made to such party contained in this Agreement or in any document delivered pursuant hereto; or
     (c) Subject to applicable Legal Requirements, waive compliance with any of the agreements or conditions for the benefit of such party contained in this Agreement. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in writing signed on behalf of such party.
ARTICLE IX
SURVIVAL; INDEMNIFICATION; REMEDIES
     Section 9.1 Survival.
     (a) All of the representations and warranties, and all of the covenants and obligations to the extent such covenants and obligations are to be performed prior to or at Closing, of the parties set forth in this Agreement or any other certificate or document signed by an officer of SPC delivered or required to

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be delivered pursuant to this Agreement shall survive the Closing until two (2) years after the Effective Time, except for the representations and warranties contained in (i) Section 3.2(a) (Enforceability; Authority) and Section 3.3 (Capitalization) which shall survive the Closing indefinitely; and (ii) Section 3.14 (Taxes) which shall survive until thirty (30) days after the expiration of all relevant statutes of limitation (including extensions thereof). All covenants, agreements and undertakings of the parties contained in this Agreement to be performed after Closing shall survive until fully performed or fulfilled; except that (i) the indemnification obligation of the Stockholders’ Representative in Section 9.2(a)(iv) shall expire four (4) years after the date hereof, and (ii) the indemnification obligation of the Stockholders’ Representative in Section 9.2(a)(iii) shall survive until thirty (30) days after the expiration of all relevant statutes of limitations (including any extensions thereof). The foregoing survival periods shall in all cases be subject to the provisions of Section 9.1(b) below.
     (b) No action for indemnification, reimbursement or any other remedy pursuant to this Article IX may be brought with respect to breaches of representations, warranties, covenants or agreements beyond the date upon which the representation, warranty, covenant or agreement survives as provided above; provided, however, that, if, prior to such applicable date, an Indemnified Party shall have notified the Stockholders’ Representative or Acquiror, as the case may be, in writing of a specific matter or claim for indemnification under this Article IX (whether or not a suit or other action shall have been commenced in connection with such matter or claim) and such notice identifies the nature of such action with reasonable specificity, such Indemnified Party shall be entitled to be indemnified with respect to such matter or claim in accordance with this Article IX notwithstanding the passage of such applicable date.
     Section 9.2 Indemnification by the Stockholders’ Representative.
     (a) General. Subject to the limitations set forth in this Agreement including, but not limited to, Sections 9.1 and 9.2(c), the Stockholders’ Representative, in the manner further specified below, shall indemnify and hold harmless Acquiror, Merger Sub and their respective successors, assigns, stockholders, directors, officers, employees, agents and Related Persons (collectively, the “Acquiror Indemnified Parties”) from and against, and shall reimburse the Acquiror Indemnified Parties for, any and all Losses, caused by, directly or indirectly resulting from or arising in connection with: (i) any breach of any representation or warranty made by SPC in this Agreement or any other certificate or document signed by an officer of SPC delivered or required to be delivered pursuant to this Agreement; (ii) any breach or violation of, or failure to perform, any covenant, agreement, undertaking or obligation of SPC set forth in this Agreement or any other certificate or document signed by an officer of SPC delivered or required to be delivered pursuant to this Agreement; (iii) (A) all Pre-Closing Taxes (or the nonpayment thereof) of SPC, any Affiliate of SPC and each Radio Subsidiary; (B) all Taxes of any member of an affiliated, combined or unitary group of which SPC, any Affiliate of SPC and each Radio Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar Legal Requirement; (C) any and all Taxes of any Person (other than SPC, and each Radio Subsidiary) imposed on SPC, any Affiliate of SPC, or a Radio Subsidiary as a transferee or successor, by contract or pursuant to any Legal Requirement, which Taxes relate to an event or transaction occurring on or before the Closing Date (collectively, the “Excluded Taxes”); (iv) any of the Excluded Liabilities; or (v) any Losses arising in respect of Dissenting Shares. For the avoidance of doubt, the Stockholders’ Representative has elected to control any Proceeding with respect to Dissenting Shares under Section 262 of the DGCL in accordance with Section 9.4 and in respect thereof shall have the rights and obligations of an Indemnifying Party under such Section 9.4 Losses of the Acquiror Indemnified Parties as to any matter or claim as to which indemnification hereunder may be due shall be reduced by the amount of any such payment in respect thereof received by any such party from the Escrow Account pursuant to the terms of the Escrow Agreement or otherwise to the extent subtracted from the Base Merger Consideration when calculating the Closing Merger Payment.

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     (b) Certain Litigation. Acquiror, in consultation with SPC, shall make a good faith determination of the Losses incurred (but unpaid as of Closing) and likely to be thereafter incurred with respect to the litigation relating to the Bridge Capital matter identified with more particularity on Schedule 3.18 (the “Bridge Capital Matter”). Such estimated amount shall be paid by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as the “Bridge Capital Escrow Amount.” Such Losses as are actually incurred with respect to the Bridge Capital Matter are referred to herein as the “Bridge Capital Losses”. For the avoidance of doubt, the parties agree that the Stockholders’ Representative has elected to control the defense of the Bridge Capital Matter in accordance with Section 9.4 and in respect thereof shall have the rights and obligations of an Indemnifying Party under such Section 9.4. Promptly following a final non-appealable order or final settlement in respect of the Bridge Capital Matter, the Bridge Capital Escrow Amount shall be disbursed by the Escrow Agent in the manner specified in the Escrow Agreement in respect thereof. Subject to the limitations set forth in this Agreement, the Stockholders’ Representative shall indemnify and hold harmless the Acquiror Indemnified Parties from and against, and shall reimburse the Acquiror Indemnified Parties for, any and all Bridge Capital Losses.
     (c) Limitations on Indemnification.
     (1) Except as provided in clause (3) below, the Stockholders’ Representative shall have no liability for indemnification pursuant to this Article IX in excess of the Escrow Amount.
     (2) Except for the matters subject to indemnification which are referenced in clause (3) below, the Stockholders’ Representative shall not be liable for Losses arising in connection with its indemnification obligations pursuant to Section 9.2(a)(i) and 9.2(a)(ii) (excluding indemnification in respect to the covenants in Article II and Sections 5.7 and 5.8(l) hereof, which shall not be subject to the limitations in this Section 9.2(c)(2)), until the amount of Losses incurred by the Acquiror Indemnified Parties exceeds $4 million in the aggregate. If the aggregate amount of such Losses exceed $4 million, the Stockholders’ Representative shall be liable for all such Losses only to the extent in excess of $4 million.
     (3) Without regard to any of the limitations provided for in Sections 9.2(c)(1) or 9.2(c)(2), but subject to the provisions of Section 9.1, the Stockholders’ Representative shall be liable for all indemnification obligations under (A) Section 9.2(a)(i) in respect of the representations and warranties in Sections 3.2(a), 3.3 and 3.14, (B) Sections 9.2(a)(iii), (iv) and (v), and (C) Section 9.2(b). Any claim against the Stockholders’ Representative made in accordance with the provisions of this Agreement by any Person shall be satisfied solely from the assets owned or held by the Stockholders’ Representative in trust or otherwise and amounts held under the Escrow Agreement, and no trustee, member, stockholder, director, officer or employee of the Stockholders’ Representative shall have any personal liability with respect to any such claim. In the event that the Stockholders’ Representative fails to pay the Indemnified Parties any amount owing under this Article IX, the Indemnified Parties may exercise their right with respect to such unpaid amounts pursuant to the terms and conditions of the Indemnity Agreements.
     Section 9.3 Indemnification by Acquiror and SPC.
     Acquiror and SPC hereby agree that from and after the Closing, they shall, jointly and severally indemnify, defend and hold harmless the SPC Stockholders and the Stockholders’ Representative, their respective Affiliates and their respective directors, officers, stockholders, partners, members, attorneys, accountants, agents, representatives and employees and their respective heirs, successors and permitted assigns, each in their capacity as such (the “SPC Indemnified Parties” and collectively with the Acquiror Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any Losses imposed on,

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sustained, incurred or suffered by, or asserted against, any of the SPC Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from (a) any breach of any representation or warranty made by Acquiror in this Agreement or any other certificate or document signed by an officer of Acquiror delivered or required to be delivered pursuant to this Agreement, (b) any breach of a covenant or obligation of Acquiror contained in this Agreement or any other certificate or document delivered or required to be delivered pursuant to this Agreement or (c) the operation or ownership of the Business following the Closing other than matters covered by the indemnification obligations of the Stockholders’ Representative pursuant to Section 9.2.
     Section 9.4 Third-Party Claim Indemnification Procedures.
     (a) Upon any Indemnified Party’s receipt of notice of assertion of any claim or demand by a third party against an Indemnified Party for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than twenty (20) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder, except to the extent that such failure materially prejudices the Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to, such Third-Party Claim. The Indemnifying Party shall have twenty (20) days (or such lesser number of days set forth in the Claim Notice as may be required by a Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim, (iii) the Indemnifying Party and the Indemnified Party (other than SPC) are both named parties to the Proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iv) in the case of a Acquiror Indemnified Party, it is reasonably likely that the Losses arising from such Third-Party Claim will exceed the amount such Acquiror Indemnified Party will be entitled to recover as a result of the limitations set forth in Section 9.2(b); provided, further, that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third-Party Claim.
     (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim and subject to Section 9.4(a), the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. In the event the Indemnified Party elects to participate in any such defense, the Indemnifying Party shall not be liable to the Indemnified Party for any fees of counsel or other expenses incurred by the Indemnified Party in connection with the defense of such Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle,

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compromise or offer to settle or compromise any Third-Party Claim unless (i) the Indemnifying Party shall have agreed to indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any such settlement or compromise, (ii) such settlement or compromise shall include as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all liability with respect to such Third-Party Claim, and (iii) such settlement or compromise involves no relief affecting the Indemnified Party including any adverse tax impact.
     (c) If the Indemnifying Party (i) is not entitled to defend a Third-Party Claim, (ii) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within 10 days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; provided, however, that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Party shall not settle a Third-Party Claim for which the Indemnifying Party may have liability hereunder without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
     (d) With respect to any Third-Party Claim subject to indemnification under Article IX: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such other Person is not represented by its own counsel, (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (iii) if the Stockholders’ Representative is the Indemnifying Party, Acquiror shall cause SPC, each Affiliate of SPC and each Radio Subsidiary to, and SPC, each Affiliate of SPC and each Radio Subsidiary shall, take all actions and do all things necessary or desirable to permit or otherwise enable the Stockholders’ Representative to assume and maintain control of the defense of any Third-Party Claim, including by executing, signing and delivering all instruments, agreements, contracts or other documents necessary or desirable in connection with the foregoing (including, where applicable, powers of attorney or IRS Form 8821 (Tax Information Authorization) or a successor form).
     Section 9.5 Consequential Damages.
     Notwithstanding anything to the contrary contained in this Agreement, no Person shall be liable under this Agreement for any consequential, punitive, special, incidental or indirect damages, including lost profits, except to the extent awarded by a court of competent jurisdiction in connection with a Third-Party Claim.
     Section 9.6 Payments.
     (a) The amount of any indemnification payable under any of the provisions of this Article IX shall be (i) net of any income Tax benefit (as determined by the Indemnified Party in reasonable good faith and in accordance with established Tax principles) actually realized by the Indemnified Party (including, in the case of the Acquiror Indemnified Parties, SPC and the Radio Subsidiaries) in any taxable period that includes the indemnification payment, or in any taxable period immediately succeeding the taxable period that includes the indemnification payment, by reason of the accrual or the payment of the liability giving rise to the indemnification (including, for the avoidance of doubt, any Tax benefit arising in a taxable period beginning after the Closing Date attributable to any adjustment to any Tax related to a taxable period (or portion thereof) ending on or before the Closing Date), and (ii) increased by the amount of any Tax detriment to the Indemnified Party (including, in the case of the

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Acquiror Indemnified Parties, SPC and the Radio Subsidiaries) arising out of the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the first sentence of this Section 9.6(a), the amount of any state income Tax benefit or cost shall take into account the federal income Tax effect of such benefit or cost. Also for purposes of this Section 9.6(a), a Tax benefit shall be treated as “actually realized” by any Person at the time at which the amount of Taxes payable by such Person is reduced (by comparing the Taxes payable with and without the Tax benefit) below the amount of Taxes that such Person would be required to pay (or the refund to which such Person is entitled is increased above the refund to which such Person otherwise would have been entitled) but for such incremental Tax benefit. In the event such Tax benefit is subsequently disallowed, the Indemnifying Party shall reimburse the Indemnified Party for the amount of such Tax benefit so disallowed (including interest).
     (b) The Stockholders’ Representative shall indemnify the Acquiror Indemnified Parties for any Tax detriment arising in a taxable period beginning after the Closing Date attributable to any adjustment to any Tax related to a taxable period (or portion thereof) ending on or before the Closing Date.
     (c) The Indemnifying Party shall pay all amounts payable pursuant to this Article IX promptly following receipt from an Indemnified Party of proof reasonably satisfactory to the Indemnifying Party of the Indemnified Party’s right to payment, in an amount equal to the Loss that is the subject of indemnification hereunder, unless the Indemnifying Party in good faith disputes the Loss, in which event it shall so notify the Indemnified Party. In any event, the Indemnifying Party shall pay to the Indemnified Party (i) in the case of a payment for which the Stockholders’ Representative is responsible, by wire transfer of immediately available funds from the Escrow Account to the extent the indemnification obligations is limited to the Escrow Account or Acquiror otherwise elects to recover the indemnification obligation, or any portion thereof, from the Escrow Account or otherwise from the Stockholders’ Representative to an account designated by Acquiror, and (ii) in the case of a payment by Acquiror, by wire transfer of immediately available funds to an account designated by the Stockholders’ Representative, in each case in an amount equal to the amount of any Loss for which it is liable hereunder no later than three days following any final determination of such Loss and the Indemnifying Party’s liability therefor. A “final determination” shall exist when (A) the parties to the dispute have reached an agreement in writing, (B) a court of competent jurisdiction shall have entered a final and non-appealable Order, or (C) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto.
     Section 9.7 Characterization of Indemnification Payments.
     All payments made to an Indemnified Party in respect of any claim pursuant to this Article IX shall be treated as adjustments to the Exchange Merger Consideration for all income Tax purposes. The parties agree to treat, and to cause their respective Affiliates to treat, any such payments in the foregoing manner for all income Tax purposes (unless otherwise required by applicable income Tax Legal Requirement).
     Section 9.8 Remedies.
     From and after the Closing, the rights and remedies of SPC, the Stockholders’ Representative, on behalf of the SPC Stockholders, and Acquiror under this Article IX shall be exclusive and in lieu of any and all other rights and remedies that such parties may have under this Agreement or otherwise against each other with respect to the Transaction for monetary relief with respect to any breach of any representation or warranty or any failure to perform any covenant or obligation set forth in this Agreement, and each party to this Agreement expressly waives any and all other rights or causes of action

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it or its Affiliates may have against the other parties or their Affiliates for monetary relief now or in the future under any Legal Requirement with respect to the Transaction.
ARTICLE X
GENERAL PROVISIONS
     Section 10.1 Expenses.
     Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Transaction, including all fees and expenses of its representatives. Acquiror will pay one-half and SPC will pay one-half of the HSR Act filing fee and the fees and expenses of the Escrow Agent under the Escrow Agreement. If this Agreement is terminated, the obligation of each party to pay its own fees and expenses will be subject to any rights of such party arising from a breach of this Agreement by another party.
     Section 10.2 Public Announcements.
     Notwithstanding anything to the contrary contained herein, SPC and Acquiror may each issue a press release or make a public announcement or communication relating to this Agreement and the transactions contemplated hereby upon the execution hereof and immediately following Closing; provided, that (i) no press release or similar public announcement or communication shall be made or caused to be made unless specifically approved in advance by the other party, which approval may not be unreasonably withheld or delayed, and (ii) no other press releases or similar public announcements or communications may be issued unless required by any applicable Legal Requirement (including any stock exchange listing requirement and public notice requirement of the FCC) and the party proposing to issue such press release or make such public announcement or communication has used its best efforts to obtain the specific approval of the other party before issuing such press release or making such public announcement or communication, which approval may not be unreasonably withheld or delayed.
     Section 10.3 Notices.
     All notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other parties):
             
To Acquiror:   With Copies to:
CMP Susquehanna Corp.   Jones Day
3535 Piedmont Road, Building 14, 14th Floor   1420 Peachtree Street NE, Suite 800
Atlanta, Georgia 30305   Atlanta, Georgia 30309
Attention:   Lewis W. Dickey, Jr.   Attention: John E. Zamer, Esq.
Telephone:
  (404) 260-6600   Telephone:   (404) 581-8266
Telecopy:
  (404) 243-0742   Telecopy:   (404) 581-8330

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To SPC:   With copies to:
Susquehanna Pfaltzgraff Co.   Hunton & Williams LLP
140 East Market Street   200 Park Avenue, 52nd Floor
York, Pennsylvania 17401   New York, NY 10166
Attention: Craig W. Bremer, Esq.   Attention:   Jeff Jones, Esq.
Telephone:
  (717) 852-2305       Charles R. Monroe, Jr., Esq.
Telecopy:
  (717) 771-1440   Telephone:   (212) 309-1000
 
      Telecopy:   (212) 309-1100
     Section 10.4 Governing Law; Jurisdiction; Service of Process.
     (a) THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CHOICE OF LAW PROVISIONS THEREOF THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).
     (b) Any Proceeding arising out of or relating to this Agreement or the Transaction may be brought in the courts of the State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement or the Transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this section may be served on any party anywhere in the world.
     Section 10.5 Waiver of Jury Trial.
     EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
     Section 10.6 Waiver; Remedies Cumulative.
     The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable Legal Requirements, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

75

 

     Section 10.7 Entire Agreement and Modification.
     This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter (except the SPC Confidentiality Agreement, which shall remain in full force and effect as provided for therein) and constitutes (along with the schedules hereto, other documents delivered pursuant to this Agreement and the SPC Confidentiality Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. In respect of the SPC Confidentiality Agreement, SPC agrees that Acquiror and its representatives may provide the confidential information covered thereby, and SPC will provide reasonably appropriate access rights, to any prospective radio industry merger partner hereafter identified by Acquiror and to the representatives thereof, and in this regard, Acquiror agrees to obtain from such party a non-disclosure agreement, to which SPC and Acquiror are parties, containing confidentiality provisions comparable in all material respects to the terms of the SPC Confidentiality Agreement.
     Section 10.8 Amendment.
     This Agreement may be amended by the parties hereto only pursuant to an instrument in writing signed on behalf of each of the parties.
     Section 10.9 Disclosure Schedules.
     The disclosure of any matter in any Section relating to representations of SPC, Acquiror or Merger Sub shall not be deemed to constitute an admission by SPC, Acquiror or Merger Sub or to otherwise imply that any such matter is material for the purposes of this Agreement, unless the inclusion of such matter in such Schedule is required to make the representation true.
     Section 10.10 Assignments, Successors and No Third-Party Rights.
     No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party; provided that Acquiror, with the consent of SPC (such consent not to be unreasonably withheld), may assign its rights and obligations hereunder to any Affiliate of or Related Person to Acquiror. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 10.9.
     Section 10.11 Severability.
     If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
     Section 10.12 Construction.
     The headings of Articles and Sections and the table of contents in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Articles” and “Sections” refer to the corresponding Articles and Sections of this Agreement.

76

 

     Section 10.13 Execution of Agreement.
     This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.
     Section 10.14 Enforcement of Agreement.
     The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement was not performed in accordance with its specific terms or as otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York court, this being in addition to any other remedy to which they are entitled at law or in equity. In any such action for specific performance, no party will be required to post a bond.
     Section 10.15 Schedules.
     The Schedules referred to in this Agreement are the Schedules that have been delivered on or before the date hereof to Acquiror and SPC, attached to officer’s certificates from the party responsible for delivering such Schedules under this Agreement.

77

 

     IN WITNESS WHEREOF, the parties have executed this Agreement and caused the same to be duly delivered on their behalf on the day and year first written above.
             
    CMP SUSQUEHANNA CORP.    
 
            
 
  By:   /s/ Lewis W. Dickey
 
Name: Lewis W. Dickey 		   
 
      Title: Chairman, President and Chief    
 
      Executive Officer    
 
            
    CMP MERGER CO.    
 
            
 
  By:   /s/ Lewis W. Dickey
 
Name: Lewis W. Dickey 		   
 
      Title: Chairman, President and Chief    
 
      Executive Officer
 
            
    SUSQUEHANNA PFALTZGRAFF CO.    
 
            
 
  By:   /s/ William H. Simpson
 
Name: William H. Simpson 		   
 
      Title: President    
 
            
    STOCKHOLDERS’ REPRESENTATIVE    
 
            
 
  By:   /s/ Craig W. Bremer
 
Name: Craig W. Bremer 		   
 
      Title: Initial Stockholders’ Representative    
Signature Page Agreement and Plan of Merger

 

 

Exhibit A
Principal Stockholder’s Agreement
A-1

 

 

Exhibit B
Escrow Agreement
B-1

 

 

Exhibit C
Form of Indemnity Agreement
C-1

 

 

Exhibit D
Principal Stockholder LLCs
D-1

 

 

Exhibit E
SPC Certificate of Incorporation
E-1

 

 

Exhibit F
SPC By-laws
F-1

 

 

Exhibit G
Written Consent
G-1

 

EX-10.6 88 g05435exv10w6.htm EX-10.6 ASSET PURCHASE AGREEMENT EX-10.6 ASSET PURCHASE AGREEMENT
 

Exhibit 10.6
Execution Version
ASSET PURCHASE AGREEMENT
DATED OCTOBER 31, 2005
among
CMP KC CORP.
as BUYER,
and
1051FM, LLC,
SUSQUEHANNA KANSAS CITY PARTNERSHIP
and
SUSQUEHANNA RADIO CORP.
as SELLERS

 

 

TABLE OF CONTENTS
         
SECTION 1 CERTAIN DEFINITIONS
     1  
 
        
1.1 Terms Defined in this Section
     1  
1.2 Terms Defined Elsewhere in this Agreement
     9  
 
        
SECTION 2 EXCHANGE AND TRANSFER OF ASSETS; ASSET VALUE
     11  
 
        
2.1 Agreement to Exchange and Transfer
     11  
2.2 Excluded Assets
     12  
2.3 Purchase Price
     13  
2.4 Closing Payment; Escrow Amount
     13  
2.5 Certain Closing Adjustments
     13  
2.6 Assumed Obligations
     15  
2.7 Assignments of Assumed Contracts
     16  
2.8 Certain Debt, Payables and Expenses
     16  
2.9 Escrow Agreement
     16  
 
        
SECTION 3 REPRESENTATIONS AND WARRANTIES OF SELLERS
     16  
 
        
3.1 Organization and Good Standing
     17  
3.2 Enforceability; Authority; No Conflict
     18  
3.3 Capitalization
     19  
3.4 Financial Statements
     19  
3.5 Books And Records
     20  
3.6 Condition of Tangible Personal Property
     20  
3.7 Owned Real Property
     20  
3.8 Leased Real Property
     20  
3.9 Title to Real and Tangible Personal Property; Encumbrances
     21  
3.10 Condition of Facilities
     22  
3.11 Commission Authorizations
     22  
3.12 Insolvency
     23  
3.13 Intellectual Property Assets
     23  
3.14 Taxes
     24  
3.15 Employee Benefits
     24  
3.16 Labor and Employment Matters
     25  
3.17 Compliance With Legal Requirements; Governmental Authorizations
     26  
3.18 Legal Proceedings; Orders
     26  
3.19 Absence of Certain Changes and Events
     27  
3.20 Material Contracts
     28  
3.21 Insurance
     29  
3.22 Environmental Matters
     30  
3.23 Relationships With Related Persons
     31  
3.24 Brokers or Finders
     31  
 
        
SECTION 4 REPRESENTATIONS AND WARRANTIES OF BUYER
     31  
 
        
4.1 Organization, Standing and Authority
     31  
4.2 Authorization and Binding Obligation
     31  
4.3 Absence of Conflicting Agreements and Required Consents
     32  

(i)

 

         
4.4 Brokers
     32  
4.5 Qualifications of Buyer
     32  
4.6 Certain Proceedings
     32  
 
        
SECTION 5 OPERATION OF THE STATIONS PRIOR TO CLOSING
     33  
 
        
5.1 Contracts
     33  
5.2 Compensation and Benefits
     33  
5.3 Encumbrances
     34  
5.4 Dispositions
     34  
5.5 Access to Information
     34  
5.6 Insurance
     34  
5.7 Governmental Authorizations
     34  
5.8 Obligations
     35  
5.9 No Inconsistent Action
     35  
5.10 Maintenance of Assets
     35  
5.11 Consents
     35  
5.12 Books and Records
     35  
5.13 Cooperation, Notification
     35  
5.14 Financial Information
     36  
5.15 Compliance with Laws
     37  
5.16 Preservation of Business
     37  
5.17 Litigation
     37  
5.18 Accounting
     37  
5.19 Capital Expenditures
     37  
5.20 Station Formats
     38  
5.21 Promotions
     38  
 
        
SECTION 6 SPECIAL COVENANTS AND AGREEMENTS
     38  
 
        
6.1 FCC Consent
     38  
6.2 HSR Act
     39  
6.3 Risk of Loss
     39  
6.4 Confidentiality
     39  
6.5 Cooperation
     39  
6.6 Control of the Stations
     40  
6.7 Allocation of Purchase Price
     40  
6.8 Access to Books and Records
     40  
6.9 Employee and Employee Benefits
     40  
6.10 Public Announcements
     42  
6.11 Bulk Sales Law
     42  
6.12 Title Insurance
     42  
6.13 Tax Matters
     42  
6.14 Employee Withholding and Reporting Matters
     43  
6.15 No Shop
     44  
6.16 Disclosure Schedules
     44  
 
        
SECTION 7 CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
     44  
 
        
7.1 Conditions to Obligations of Buyer
     44  

(ii)

 

         
7.2 Conditions to Obligations of Sellers
     46  
 
        
SECTION 8 CLOSING AND CLOSING DELIVERIES
     46  
 
        
8.1 Closing
     46  
8.2 Deliveries by Sellers
     47  
8.3 Deliveries by Buyer
     48  
 
        
SECTION 9 TERMINATION
     49  
 
        
9.1 Termination by Mutual Consent
     49  
9.2 Termination by Either Party
     49  
9.3 Termination by Sellers
     50  
9.4 Termination by Buyer
     50  
9.5 Automatic Termination
     50  
9.6 Rights on Termination
     50  
9.7 Survival
     51  
 
        
SECTION 10 SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES
     51  
 
        
10.1 Survival
     51  
10.2 Indemnification by Sellers
     51  
10.3 Indemnification by Buyer
     52  
10.4 Third Party Claim Indemnification Procedure
     53  
10.5 Consequential Damages
     55  
10.6 Payments
     55  
10.7 Characterization of Indemnification Payments
     56  
10.8 Remedies
     56  
 
        
SECTION 11 MISCELLANEOUS
     56  
 
        
11.1 Fees and Expenses
     56  
11.2 Notices
     56  
11.3 Benefit and Binding Effect
     57  
11.4 Further Assurances
     57  
11.5 Governing Law; Jurisdiction; Service of Process
     58  
11.6 Waiver of Jury Trial
     58  
11.7 Entire Agreement
     58  
11.8 Waiver of Compliance; Consents
     58  
11.9 Severability
     59  
11.10 Drafting
     59  
11.11 Headings
     59  
11.12 Counterparts
     59  
11.13 Use of Terms
     59  
11.14 Schedules
     59  

(iii)

 

LIST OF EXHIBITS
Exhibit 2.6   Form of Assignment and Assumption Agreement
Exhibit 2.9   Form of Escrow Agreement

(iv)

 

LIST OF SCHEDULES
     
Schedule 1.1(a)
  Knowledge of Sellers
Schedule 2.2(i)
  Excluded Assets
Schedule 2.5(a)
  Sample Net Working Capital Calculation
Schedule 3.1(a)(ii)
  Foreign Qualifications of Susquehanna
Schedule 3.1(b)(i)
  Other Entities Owned Directly of Indirectly by Operating Sellers
Schedule 3.1(c)
  Operations of Stations by Others Than Operating Sellers
Schedule 3.2(b)
  Exceptions to Enforceability
Schedule 3.3
  Operating Sellers’ Capitalization
Schedule 3.6
  Tangible Personal Property
Schedule 3.7
  Owned Real Property
Schedule 3.8
  Real Property Leases
Schedule 3.9(a)
  Real Estate Encumbrances
Schedule 3.9(b)
  Non-Real Estate Encumbrances
Schedule 3.9(c)
  Material Properties not Owned or Leased by Operating Sellers
Schedule 3.10
  Encroachments
Schedule 3.11(a)
  Commission Authorizations
Schedule 3.11(b)
  Exception or Qualifications to Commission Authorizations for Stations
Schedule 3.13
  Intellectual Property Assets
Schedule 3.14
  Taxes
Schedule 3.15(a)
  Employee Plans
Schedule 3.15(b)
  Litigation with Respect to any Employee Plan
Schedule 3.16
  Labor and Employment Matters
Schedule 3.17(a)
  Compliance with Legal Requirements, Governmental Authorizations
Schedule 3.17(b)
  Material Governmental Authorizations Other than Commission Authorizations
Schedule 3.18
  Legal Proceedings, Orders
Schedule 3.19
  Absence of Certain Changes and Events
Schedule 3.19(d)
  2005 Capital Expenditure Plan
Schedule 3.20(a)
  Material Contracts
Schedule 3.20(b)
  Defaults in Material Contracts
Schedule 3.21
  Material Insurance Policies
Schedule 3.22
  Environmental Matters
Schedule 3.23
  Relationships with Related Parties
Schedule 4.4
  Buyer’s Broker
Schedule 4.5
  Buyer’s Communications Act Qualifications
Schedule 5.1(c)
  Additional Material Contracts
Schedule 5.19(a)
  2006 Capital Expenditure Plan
Schedule 5.19(b)
  Local Marketing Agreements
Schedule 6.7
  Purchase Price Allocation Schedule
Schedule 6.9(c)
  Severance Plans
Schedule 7.1(g)
  Sellers’ Consents
Schedule 7.1(i)
  Exceptions to Material Adverse Effect
Schedule 8.2(f)
  Opinions of Sellers’ Counsel
Schedule 8.3(g)
  Opinion of Buyer’s Counsel

(v)

 

ASSET PURCHASE AGREEMENT
     THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into on October 31, 2005 by and among CMP KC Corp., a Delaware corporation (“Buyer”), 1051FM, LLC, a Kansas limited liability company (“1051FM”) Susquehanna Kansas City Partnership, a Pennsylvania partnership (“Susquehanna”), and Susquehanna Radio Corp., a Pennsylvania Corporation (“Radio”) (each a “Seller” and collectively, “Sellers”; and 1051FM together with Susquehanna collectively the “Operating Sellers”).
R E C I T A L S:
     WHEREAS, Sellers operate radio broadcast stations KCMO-AM and KCMO-FM, Kansas City, Missouri, KCJK-FM, Garden City, Missouri and KCFX-FM, Harrisonville, Missouri (KCMO-AM, KCMO-FM, KCJK-FM and KCFX-FM, collectively, the “Stations”);
     WHEREAS, Susquehanna is the licensee of KCFX-FM, KCMO-AM, and KCMO-FM, pursuant to certain authorizations issued to it by the FCC;
     WHEREAS, 1051FM is the licensee of KCJK-FM, pursuant to certain authorizations issued to it by the FCC;
     WHEREAS, Susquehanna is a wholly-owned subsidiary of Radio, and 1051FM is a wholly-owned subsidiary of Susquehanna; and
     WHEREAS, the parties hereto desire to enter into this Agreement to provide for the sale, assignment and transfer by Sellers to Buyer of substantially all of the assets owned, leased or used by Sellers, in connection with the Business.
A G R E E M E N T S:
     In consideration of the above recitals and of the mutual agreements and covenants contained in this Agreement, the parties to this Agreement, intending to be bound legally, agree as follows:
SECTION 1
CERTAIN DEFINITIONS
     1.1 Terms Defined in this Section.
     The following terms, as used in this Agreement, have the meanings set forth in this Section:
     “Accountants” means independent certified public accountants.
     “Accounting Expert” means PricewaterhouseCoopers LLP, an independent registered public accounting firm as defined under the Exchange Act and, if PricewaterhouseCoopers LLP is not available or otherwise unable to perform its duties, another impartial nationally recognized firm of U.S. independent certified public accountants (other than Buyer’s Accountants or Seller’s

 

 

Accountants) appointed by Buyer’s Accountants and Seller’s Accountants jointly and reasonably acceptable to Buyer and Sellers.
     “Accounts Receivable” means the rights of Sellers with respect to accounts receivable of the Stations, as of the Closing Date, to payment in cash for the sale of advertising time and for the provision of other goods and services by the Stations.
     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) a Person shall be deemed to control another Person if such Person (A) has sufficient power to enable such Person to elect a majority of the board of directors or other governing body of such Person, or (B) owns a majority of the beneficial interests in income and capital of such Person; and (ii) a Person shall be deemed to control any partnership of which such Person is a general partner.
     “Applicable Employees” means all of the following:
     (a) All persons who are active Employees on the Closing Date, including Employees on vacation, Employees on a regularly scheduled day off from work and Employees on temporary leave for purposes of jury or annual two-week national service/military duty;
     (b) Employees who on the Closing Date are on nonmedical leave of absence; provided, however, that no such Employee shall be guaranteed reinstatement to active service if his return to employment is contrary to the terms of his leave, unless otherwise required by applicable Legal Requirements (for purposes of the foregoing, nonmedical leave of absence shall include maternity or paternity leave, leave under the Family and Medical Leave Act of 1993, educational leave, military leave with veteran’s reemployment rights under federal law, and personal leave, unless any of the foregoing is determined to be a medical leave); and
     (c) Employees who on the Closing Date are on disability or medical leave and for whom it has been 180 calendar days or less since their last day of active employment; provided, however, that no such Employee shall be guaranteed reinstatement to active service if he is incapable of working in accordance with the policies, practices and procedures of Buyer.
     “Assumed Contracts” means (a) all Contracts set forth on Schedule 3.20, (b) Contracts entered into prior to the date of this Agreement with advertisers for the sale of advertising time or production services for cash at rates consistent with past practices, (c) Contracts entered into by any Operating Seller prior to the date of this Agreement which are not required to be included on Schedule 3.20 hereto, (d) any Contracts entered into by any Operating Seller between the date of this Agreement and the Closing Date that Buyer agrees in writing to assume, and (e) other contracts entered into by any Operating Seller between the date of this Agreement and the Closing Date in compliance with Section 5.1.
     “Business” means the business and operations of the Stations.
     “Business Day” means any day other than (a) a Saturday or Sunday or (b) any other day on which banks in the city of New York are permitted or required to be closed.

2

 

     “Business Records” means all statements, books and financial reports, advertising reports, programming studies, consulting reports, marketing data, technical information specifications, engineering drawings and reports, manuals, computer programs, tapes and software, personnel records, marketing and listener lists, lists of vendors and other suppliers and other information in tangible form used in or related to the operations of the Business.
     “Closing” means the consummation of the sale and acquisition of the Assets pursuant to this Agreement on the Closing Date in accordance with the provisions of Section 8.1.
     “Closing Date” means the date on which the Closing occurs, as determined pursuant to Section 8.1.
     “Code” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
     “Commission Authorizations” means all licenses, permits, approvals, construction permits, and authorizations issued or granted by the FCC to any of the Operating Sellers, for the operation of, or used directly or indirectly in connection with the operation of the Stations (and any and all auxiliary and/or supportive transmitting and/or receiving facilities, boosters, and repeaters associated with the Stations), including, without limitation, all of those listed in Schedule 3.11(a) hereto, together with any and all renewals, extensions, or modifications thereof and additions thereto between the date of this Agreement and the Closing Date.
     “Communications Act” means the Communications Act of 1934, as amended.
     “Consents” means the consents, permits, or approvals of government authorities and other third parties necessary to transfer the Assets to Buyer or otherwise to consummate the transactions contemplated by this Agreement.
     “Contracts” means all contracts, agreements, orders, commitments, arrangements and understandings, written or oral, to which either Operating Seller in connection with the Business or any Affiliate or predecessor thereof, is a party, including all leases, program licenses, contracts to broadcast products or programs on the Stations, and employment, confidentiality and indemnification agreements, advertising contracts, Real Property Leases and leases for Tangible Personal Property.
     “Debt” of any Person means all obligations (including premiums, breakage fees, prepayment penalties and accrued interest) of such Person for borrowed money, all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, all such obligations of such Person to pay the deferred purchase price of property or services (except trade accounts payable in the Ordinary Course of Business), all obligations of such Person under any lease of any property (whether real, personal or mixed) which is or should be accounted for as a capital lease on the balance sheet of that Person in accordance with GAAP, all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker’s acceptance, letter of credit, guaranty or similar instrument, all overdraft obligations, and all similar obligations of other Persons secured by an Encumbrance on any asset of such Person.

3

 

     “Employees” means all employees of the Sellers who are currently employed primarily in the conduct of the Business. “Employees” does not include any individual performing services in connection with the Business who Sellers have classified as an independent contractor as of immediately prior to the Closing.
     “Encumbrance” means any charge, claim, condition, equitable interest, lien, option, pledge, security interest, mortgage, deed of trust, right of way, easement, encroachment, servitude, defect in title, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.
     “Environmental Laws” means any Legal Requirement (including common law), Governmental Authorization or agreement with any Governmental Body or third party relating to (i) the protection of the environment or human health and safety (including air, surface water, ground water, drinking water supply, and surface or subsurface land or structures), (ii) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or disposal of, any Hazardous Material or (iii) noise or odor.
     “Environmental Complaint” means any claim, lawsuit, complaint, administrative or judicial order, citation or other written communication, whether from a governmental authority, citizens group, employee or other person with regard to Environmental Liabilities or any environmental, health, or safety matter affecting or relating to any of the Real Property or the operation of the Stations.
     “Environmental Liabilities” means any loss, liability, Environmental Complaint, damage, injury, fine, penalty, cost or expense (including attorneys’ fees) arising from or in connection with (i) the use, management, treatment, handling, disposal, transport, storage, spill, escape, leakage, emission, release, discharge or presence of any Hazardous Substance on, at, from or under any of the Real Property on or prior to the Closing Date; (ii) the failure to obtain any license or permit required in connection with any such Hazardous Substance on or prior to the Closing Date; (iii) any noncompliance with any Environmental Laws, and/or any Environmental Complaint on or prior to the Closing Date; or (iv) the remediation, cleanup or investigation of any release, spill, discharge or disposal of Hazardous Substance at or from the Real Property relating to conditions or circumstances existing on or prior to the Closing.
     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
     “Exchange Act” means the Securities Exchange Act of 1934.
     “Excluded Tangible Personal Property” means those assets listed Schedule 2.2(i).
     “Existing Stockholders” means the Persons having beneficial or record ownership of the capital stock of Susquehanna Pfaltzgraff Co., a Delaware corporation, immediately prior to the Closing.
     “FAA” means the Federal Aviation Administration.

4

 

     “FCC” means the Federal Communications Commission.
     “FCC Consents” means action by the FCC granting the Assignment Applications and providing its consent to the assignment of the Commission Authorizations by Sellers to Buyer as contemplated by this Agreement.
     “FCC Logs” means all FCC logs and similar records that relate to the operation of the Stations.
     “Final Order” means an FCC Consent with respect to which no action, request for stay, petition for rehearing or reconsideration, appeal, request for stay or review by the FCC on its own motion is pending and as to which the time for filing or initiation of any such request, petition, appeal or review has expired.
     “Financial Statements” means collectively the financial statements described in Section 3.4 and 5.13 hereof.
     “GAAP” means generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis.
     “Governing Documents” means, with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (g) any amendment or supplement to any of the foregoing.
     “Governmental Authorization” means all licenses (including Commission Authorizations), permits (including construction permits), certificates, waivers, amendments, consents, exemptions, variances, expirations and terminations of any waiting period requirements (including pursuant to the HSR Act), other actions by, and notices, filings, registrations, qualifications, declarations and designations with, and other authorizations and approvals and issued by or obtained from a Governmental Body or pursuant to any Legal Requirement, excluding authorization, approvals or filings related to service marks, trademarks, patents or copyrights.
     “Governmental Body” means any domestic, foreign, federal, territorial, state or local government authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative or other agency or any political or other subdivision, department or branch of any of the foregoing with competent jurisdiction.

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     “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Acts of 1976, as amended, and all Legal Requirements promulgated pursuant thereto or in connection therewith.
     “Hazardous Materials” means and includes any and all pollutants, contaminants, hazardous substances or materials (as defined in any of the Environmental Laws), hazardous wastes, toxic pollutants, toxic substances (as defined in any of the Environmental Laws), deleterious substances, caustics, radioactive substances or materials, hazardous materials, and any and all other sources of pollution or contamination, or terms of similar import, that are identified, listed either individually or as part of a category or subcategory or regulated under any Environmental Law as any such Environmental Law existed prior to or as of the Closing Date (i.e., without regard to any amendment, modification or interpretation after the Closing Date in a manner increasing liabilities or obligations with respect to any such substance), and including crude oil or any fraction thereof, petroleum and its derivatives and by-products, natural or synthetic gas, any other hydrocarbons, heavy metals, asbestos, lead, lead-based paint, nuclear fuel and polychlorinated biphenyls.
     “Improvements” means all antenna towers, guy anchors, ground radials, buildings, structures, fixtures and improvements that are located on the Land, including those under construction.
     “Intangibles” means the call letters of the Stations, and all copyright registrations, trademarks, trademark registrations, patents, service marks, logos, slogans, jingles, service names, trade names, applications for any of the foregoing, domain names and names of web sites held or used in connection with the operation of the Stations and any licenses (other than for shrink-wrap software), and all goodwill associated with any of the foregoing.
     “Knowledge” means (i) with respect to Sellers, the collective actual knowledge the following officers of Radio: the President, the Senior Vice President/Controller, the Vice President/Administration and the Vice President/Director of Engineering, and the other persons identified on Schedule 1.1(a); and (ii) with respect to Buyer, the collective actual knowledge of Buyer’s executive officers.
     “Land” means all parcels and tracts of real property in which the Operating Sellers have a Real Property Interest.
     “Leased Real Property” means all real property and all buildings and other improvements thereon and appurtenant thereto leased or held by any Seller and used in the Business.
     “Legal Requirement” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, rule, statute or treaty.
     “Losses” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties and costs and expenses (including reasonable attorneys’ fees and reasonable out of pocket disbursements).

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     “Material Adverse Effect” means any change, event, circumstance or occurrence that individually or in the aggregate is (or would reasonably be expected to be) materially adverse to the condition (financial or otherwise), assets, liabilities, results of operations or prospects of the Business, taken as a whole, or any material impairment or delay of Sellers’ ability to effect the Closing or to perform their respective obligations under this Agreement, other than any (i) change, event, circumstance, occurrence, impairment or delay occurring or arising after the date hereof (A) relating to any general, national, international or regional economic or financial conditions generally affecting the commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business, (B) resulting from or otherwise attributable to the public announcement of the transaction contemplated by this Agreement or the identity of Buyer or the public announcement of any other transaction by Buyer, (C) relating to the radio industry generally due to competition from outside the terrestrial commercial radio broadcast industry that does not disproportionately (compared with other radio operators) affect the Business, (D) due to, resulting from or otherwise attributable to any violation of the terms of this Agreement by Buyer; or (E) any change, event, circumstance or occurrence described and referred to in Schedule 7.1(i); or (ii) change in a Legal Requirement or accounting standards or interpretations thereof that is of general application.
     “Merger Agreement” means the Agreement and Plan of Merger dated as of the date hereof by and among CMP Susquehanna Corp., CMP Merger Co., Susquehanna Pfaltzgraff Co. and the Stockholders’ Representative.
     “Net Working Capital” means all current assets of the Operating Sellers on a consolidated basis, minus all current liabilities of the Operating Sellers on a consolidated basis, determined in accordance with GAAP on a basis consistent with the preparation of the Balance Sheets, excluding cash, Tax assets and liabilities, any Excluded Liabilities, and any intercompany liabilities between Operating Sellers and any Affiliate or among the Operating Sellers. Current liabilities shall include (i) all amounts paid for the sale of airtime to be aired after the Closing Date and (ii) the value of any trade or barter received for airtime to be aired after the Closing Date.
     “Net Working Capital Target Amount” means Three Million One Hundred Forty Seven Thousand Two Hundred One Dollars ($3,147,201).
     “Order” means any order, decision, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.
     “Ordinary Course of Business” means an action taken by a Person consistent in nature, scope and magnitude with the past practices of such Person and taken in the ordinary course of the normal, day-to-day operations of such Person.
     “Owned Real Property” means that certain parcel of real property and all buildings and other improvements thereon and appurtenant thereto owned by Sellers and used in the Business.
     “Permitted Encumbrances” means (i) the Real Estate Encumbrances, and (ii) the Non-Real Estate Encumbrances.

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     “Person” means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership, or other entity or organization.
     “Proceeding” means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.
     “Programs” means all computer systems (including without limitation, management information and order systems, hardware, software, servers, computers, printers, scanners, monitors, peripheral and accessory devices, and the related media, manuals, documentation, and user guides) of or used by or in the operation of the Business, all related claims, credits, and rights of recovery and set-off with respect thereto, and all of the right, title, and interest (including by reason of license or lease) of the Operating Sellers or the Stations in or to any software, computer program, or software product owned, used, developed, or being developed by or for any of the Stations or otherwise by the Operating Sellers, whether for internal use or for sale or license to others, and any software, computer program, or software product licensed by Sellers, and all proprietary rights of the Operating Sellers or the Stations, whether or not patented or copyrighted, associated therewith.
     “Real Property” means collectively the Owned Real Property and Leased Real Property.
     “Real Property Interests” means all interests in Owned Real Property and Leased Real Property, including fee estates, leaseholds and subleaseholds, purchase options, easements, licenses, rights to access, and rights of way, and all buildings and other improvements thereon and appurtenant thereto, owned or held by any Operating Seller or otherwise used in the Business, together with any additions, substitutions and replacements thereof and thereto between the date of this Agreement and the Closing Date.
     “Related Person” means (i) with respect to a particular individual, (a) each other member of such individual’s Family, (b) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family, (c) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest, and (d) any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity) and (ii) with respect to a specified Person other than an individual, (a) any Person that is an Affiliate of such specified Person, (b) any Person that holds a Material Interest in such specified Person, (c) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity), (d) any Person in which such specified Person holds a Material Interest, and (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, (i) the “Family” of an individual includes (a) the individual, (b) the individual’s spouse, (c) the individual’s mother, father, mother-in-law or father-in-law and (d) any other natural person who resides with such individual and (ii) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least 10% of the outstanding voting power of a Person or equity securities or other equity interests representing at least 10% of the outstanding equity securities or equity interests in a Person.

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     “Release” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the environment or into or out of any property.
     “SEC” means the United States Securities and Exchange Commission.
     “Securities Act” means the Securities Act of 1933.
     “Tangible Personal Property” means all antennas, studio equipment, electrical devices, transmission equipment (including transmitter towers and transmitters), machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, spare parts, music libraries, vehicles and other items of tangible personal property of every kind owned or leased by an Operating Seller or used in the Business (wherever located and whether or not carried on the books of an Operating Seller), together with (i) all replacements thereof, additions and alterations thereto, and substitutions therefor, made between the date hereof and the Closing Date (ii) any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.
     “Tax” means any foreign, United States federal, state or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, abandoned or unclaimed property, escheat, estimated, or other tax, fee, assessment, levy, tariff or charge of any kind whatsoever imposed by or under the authority of a Governmental Body, including any interest, penalty or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the liability of any other Person for any of the foregoing items.
     “Tax Return” means any return (including any amended return or information return), report, statement, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any governmental authority in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.
     “Transferred Employees” means those Applicable Employees who accept offers of employment with Buyer.
     “WARN” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state law.
1.2 Terms Defined Elsewhere in this Agreement.
     For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated:

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Term   Section
1051FM
  Preamble
Accounting Expert
  Section 2.5(e)
Agreement
  Preamble
Assets
  Section 2.1
Assignment and Assumption Agreement
  Section 2.6
Assignment Applications
  Section 6.1(b)
Assumed Liabilities
  Section 2.6
Background Check
  Section 6.9(a)
Balance Sheets
  Section 3.4(a)
Base Purchase Price
  Section 2.3
Buyer
  Preamble
Buyer Documents
  Section 4.1
Buyer Indemnified Parties
  Section 10.2(a)
Buyer Plan
  Section 6.9(c)
Claim Notice
  Section 10.4(a)
Closing Date Financial Statements
  Section 2.5(b)
Closing Payment
  Section 2.4(a)
COBRA
  Section 6.9(e)
Escrow Agreement
  Section 2.9
Escrow Amount
  Section 2.4(b)
ERISA Affiliate
  Section 3.15(a)
Employee Plans
  Section 3.15(a)
Escrow Account
  Section 2.9
Escrow Agent
  Section 2.9
Escrow Agreement
  Section 2.9
Excluded Assets
  Section 2.2
Excluded Liabilities
  Section 2.6
Final Net Working Capital
  Section 2.5(b)
Final Net Working Capital Adjustment Amount
  Section 2.5(b)
Financing
  Section 5.13
FMLA
  Section 3.15(d)
HSR Filing
  Section 6.2
Indemnified Parties
  Section 10.3
Indemnifying Party
  Section 10.4(a)
Intellectual Property Assets
  Section 3.13
Interim Balance Sheets
  Section 3.4(a)
MAC Notice
  Section 9.3
Material Contract
  Section 3.20(a)
Material Insurance Policies
  Section 3.21
Non-Real Estate Encumbrances
  Section 3.9(b)
Notice Period
  Section 10.4(a)
Noticed MAC
  Section 9.3
Operating Sellers
  Preamble
Pending Applications
  Section 3.11(a)

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Term   Section
Preliminary Net Working Capital
  Section 2.5(a)
Preliminary Net Working Capital Adjustment Amount
  Section 2.5(a)
Purchase Price
  Section 2.3
Purchase Price Allocation Schedule
  Section 6.7
Real Estate Encumbrances
  Section 3.9(a)
Real Property Leases
  Section 3.8(a)
Review Period
  Section 2.5(c)
Seller Indemnified Parties
  Section 10.3
Sellers
  Preamble
Seller Documents
  Section 3.2(a)
Statement of Objections
  Section 2.5(d)
Stations
  Recitals
Susquehanna
  Preamble
Third-Party Claim
  Section 10.4(a)
SECTION 2
EXCHANGE AND TRANSFER OF ASSETS; ASSET VALUE
     2.1 Agreement to Exchange and Transfer.
     Subject to the terms and conditions set forth in this Agreement with respect to the Stations, the Operating Sellers hereby covenant and agree to sell, transfer, convey, assign and deliver to Buyer on the Closing Date, and Buyer covenants and agrees to acquire all of the Operating Sellers’ right, title and interest in and to all business, properties, assets, machinery, equipment, furniture, fixtures, franchises, goodwill and rights of the Operating Sellers, of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried on or reflected on the books and records of the Operating Sellers, to the extent used, held for use, or necessary in connection with the conduct of the Business, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding Excluded Assets, free and clear of any Encumbrances (except for Permitted Encumbrances), including the following (collectively, the “Assets”):
     (a) The Tangible Personal Property;
     (b) The Real Property Interests;
     (c) The Governmental Authorizations and Pending Applications;
     (d) The Assumed Contracts;
     (e) The Intangibles;
     (f) The Accounts Receivable;
     (g) The Programs;
     (h) The FCC Logs;

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     (i) All of Sellers’ proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints and schematics, including filings with the FCC, in each case to the extent relating to the Business;
     (j) All choses in action of any Seller relating to the Stations to the extent they relate to the period on or after the Closing Date;
     (k) All Business Records, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the Stations;
     (l) All goodwill in and going concern value of the Stations; and
     (m) All of the Operating Sellers’ advance payments, prepaid expenses, deposits, claims for refunds, credits, rebates and rights to offset (other than refunds, credits, rebates and rights to offset related to Taxes and described in Section 2.2(f)).
     2.2 Excluded Assets.
     The Assets shall exclude the following (collectively, the “Excluded Assets”):
     (a) All of each of the Operating Sellers’ cash, cash equivalents and deposits, all interest payable in connection with any such items and rights in and to bank accounts, marketable and other securities and similar investments of the Operating Sellers;
     (b) Any insurance policies, promissory notes, amounts due to any Operating Seller from employees, bonds, letters of credit, certificates of deposit, or other similar items, and any cash surrender value in regard thereto; provided, that in the event the Operating Sellers are obligated to assign to Buyer the proceeds of any such insurance policy or to cause the assignment of such proceeds at the time a Closing occurs under Section 6.3, such proceeds shall be included in the Assets;
     (c) Any Employee Plan;
     (d) All Tangible Personal Property disposed of or consumed in the Ordinary Course of Business as permitted by this Agreement;
     (e) All Tax Returns and supporting materials (including Tax software), all original financial statements and supporting materials, all books and records that the Operating Sellers are required by law to retain (provided that copies of the same are provided to Buyer), all of the Operating Sellers’ organizational documents, corporate books and records (including minute books and stock ledgers) and originals of account books of original entry, all records of the Operating Sellers relating to the sale of the Assets and all records and documents related to any assets excluded pursuant to this Section 2.2;
     (f) Any interest in and to any claims for refunds, credits, rebates and abatements of federal, state, or local franchise, income, or other Taxes for periods (or portions thereof) ending on or prior to the Closing Date and any net operating losses of Sellers;

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     (g) Any Contracts which are not Assumed Contracts;
     (h) All rights of Sellers under or pursuant to this Agreement (or any other agreements contemplated hereby);
     (i) The assets listed on Schedule 2.2(i) hereto; and
     (j) All shares of capital stock, partnership interests, interests in limited liability companies or other equity interest, including, but not limited to, any options, warrants or voting trusts relating thereto which are owned by the Sellers and not expressly specified in Section 2.1.
     2.3 Purchase Price.
     Subject to and upon the terms and conditions of this Agreement, in reliance on the representations, warranties, covenants, and agreements of Sellers contained herein, and in full payment for the sale, conveyance, assignment, transfer and delivery of the Purchased Assets as described herein by Sellers, Buyer shall pay to Sellers an amount equal to (i) the sum of Sixty Million Dollars ($60,000,000) (the “Base Purchase Price”), (ii) plus or minus the Preliminary Net Working Capital Adjustment Amount, (iii) plus or minus the Final Net Working Capital Adjustment Amount (the “Purchase Price”), payable as provided in Section 2.4 below.
     2.4 Closing Payment; Escrow Amount.
     (a) At Closing, Buyer shall deliver to Sellers the Base Purchase Price, (ii) plus or minus the Preliminary Net Working Capital Adjustment Amount, (iii) minus the Escrow Amount (the “Closing Payment”).
     (b) On the Closing Date, Buyer shall deposit with the Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement, One Million Eight Hundred Thousand Dollars ($1,800,000) (the “Escrow Amount”).
     2.5 Certain Closing Adjustments.
     (a) Preliminary Net Working Capital Adjustment. No later than twenty (20) calendar days before the Closing Date, Sellers shall prepare and deliver to Buyer an unaudited balance sheet, prepared in good faith in accordance with GAAP on a basis consistent with preparation of the Balance Sheets, estimated as of the Closing, pro forma as to, and giving effect for, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and on or before the Closing Date, along with the computation by Sellers of the Net Working Capital as reflected in such balance sheet (the “Preliminary Net Working Capital”), with such computation to be in the form of the sample calculation set forth in Schedule 2.5(a). Absent an objection of Buyer, delivered no later than five (5) calendar days prior to the Closing, as to such estimated balance sheet and Sellers’ computation of the Preliminary Net Working Capital, such estimate by Sellers of Preliminary Net Working Capital shall be used solely to effectuate the Closing and for calculation of the Closing Payment. Any objection by Buyer shall be made in good faith and be based on reasonable assumptions on specific facts and circumstances. Should Buyer issue such an objection, it shall provide in writing its proposed adjustment to the estimated balance sheet prepared by Sellers and computation of the

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Preliminary Net Working Capital and such Buyer-adjusted amount shall be considered the Preliminary Net Working Capital solely to effectuate the Closing and for calculation of the Closing Payment. The “Preliminary Net Working Capital Adjustment Amount” shall mean the Preliminary Net Working Capital (so determined above) less the Net Working Capital Target Amount. If the Preliminary Net Working Capital Adjustment Amount is a positive number, it shall be added to the sub-items comprising the Closing Payment calculated in Section 2.4(a), and if the Preliminary Net Working Capital Adjustment Amount is a negative number, it shall be subtracted from such items.
     (b) Preparation of Closing Date Financial Statements. As soon as practicable, but in no event later than seventy-seven (77) calendar days after the Closing Date, Buyer shall cause Buyer’s Accountants to perform a review of the consolidated financial statements of Sellers as of the Closing Date, including a computation as of the Closing Date of Net Working Capital (the “Final Net Working Capital”) (the “Closing Date Financial Statements”). The Closing Date Financial Statements with respect to, as well as the financial information supporting the computations of the Final Net Working Capital, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of the Balance Sheets. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Final Net Working Capital Adjustment Amount”), subject to final determination of such amounts pursuant to this Section 2.5.
     (c) Examination by Sellers. Upon receipt of the Closing Date Financial Statements, the Sellers and the Sellers’ Accountants shall be permitted during the succeeding thirty (30) day period (the “Review Period”) full access at all reasonable times to: (i) the books and records and the personnel of the Business; (ii) the work papers prepared by Buyer’s Accountants to the extent that they relate to the Business; and (iii) such historical financial information (to the extent in Buyer’s possession) relating to the Operating Sellers as the Sellers may reasonably request for the purpose of reviewing the Closing Date Financial Statements.
     (d) Objection by the Sellers. On or prior to the last day of the Review Period, the Sellers may object to the Closing Date Financial Statements by delivering to Buyer a written statement setting forth a reasonably specific description of the Sellers’ objections to the Closing Date Financial Statements and any of the computations accompanying same (the “Statement of Objections”). If the Sellers fail to deliver the Statement of Objections within the Review Period, the Closing Date Financial Statements shall be deemed to have been accepted by the Sellers and the Final Net Working Capital, reflected in the Closing Date Financial Statements shall be used in computing the Final Net Working Capital Adjustment Amount. If the Sellers deliver the Statement of Objections within the Review Period, the Sellers and Buyer shall negotiate in good faith to resolve such objections, and, if the same are so resolved, the Closing Date Financial Statements and the Final Net Working Capital reflected in the Closing Date Financial Statements with such changes as may have been previously agreed in writing by the Sellers and Buyers, shall be final and binding.
     (e) Resolution of Disputes. If the Sellers and Buyer shall fail to reach an agreement with respect to any of the matters set forth in the Statement of Objections, then such matters shall, not later than ten (10) Business Days after one of the parties affirmatively terminates discussions in writing with respect to the Statement of Objections, be submitted for resolution to

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the Accounting Expert who shall, acting as an expert and not as an arbitrator, resolve the disputes set forth in the Statement of Objections and make any adjustments to the Closing Date Financial Statements and the Final Net Working Capital reflected in the Closing Date Financial Statements. The parties hereto agree that all adjustments shall be made without regard to materiality. The Seller and Buyer and their respective Accountants shall each make readily available to the Accounting Expert all relevant work papers and books and records relating to the Business. The Accounting Expert shall make a determination as soon as practicable but in any event within thirty (30) calendar days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the dispute and its adjustments to the Closing Date Financial Statements and the Final Net Working Capital reflected in the Closing Date Financial Statements shall be conclusive and binding upon the parties hereto. The fees of the Accounting Expert shall be divided equally between the Sellers and Buyer.
     (f) Final Purchase Price Adjustments. Within five (5) Business Days of the final determination of the Closing Date Financial Statements (and the Final Net Working Capital included therein), the Buyer or Sellers, as applicable, shall pay, or cause to be paid, the Final Net Working Capital Adjustment Amount.
     2.6 Assumed Obligations.
     Buyer hereby covenants and agrees, at the Closing, to execute and deliver to Sellers an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), substantially in the form of Exhibit 2.6 hereto pursuant to which each of the Operating Sellers shall assign to Buyer its rights in the Assumed Contracts, and Buyer shall assume (a) all obligations arising under such Assumed Contracts after the Closing Date, but not as a result of any previous breach, or default thereof or performance thereunder, and (b) all current liabilities to the extent reflected in the calculation of the Final Net Working Capital (but only to the extent of the specific amounts reflected therein)(the “Assumed Liabilities”). Except as expressly provided in the Assignment and Assumption Agreement, Buyer shall not and does not assume any liability or obligation of any nature, known or unknown, fixed or contingent, legal, statutory, contractual or otherwise, disclosed or undisclosed, of Sellers or otherwise relating to or arising from the Assets or the Stations, or the ownership or operation thereof on or prior to the Closing Date (collectively the “Excluded Liabilities”), all of which shall be retained and discharged by Sellers. Excluded Liabilities include, without limitation, (i) all Environmental Liabilities; (ii) any and all liabilities for violations of Contracts, or Legal Requirements by Sellers which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcast or aired, on or before the Closing Date, whether or not then known; (iii) any Debt, trade payable or accounts payable of Sellers to the extent not included in Assumed Liabilities; (iv) any obligations or liabilities of Sellers to any of their employees or to any other Person under any collective bargaining agreement, employment contract or Employee Plans, or for wages, salaries, other compensation or employee benefits, or with respect to compliance with applicable legal requirements relating to minimum wages, overtime rates, labor or employment; (v) any litigation arising from or relating to facts or circumstances existing as of the Closing Date or any conduct of Sellers; (vi) any liabilities in

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respect of or arising out of any and all Taxes of Sellers; (vii) any liabilities arising in connection with Excluded Assets; and (viii) any other liabilities of Sellers of any nature.
     2.7 Assignments of Assumed Contracts.
     Buyer and Sellers acknowledge that certain of the Assumed Contracts to be included in the Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Operating Sellers and/or any of the Stations, may not, by their terms, be assignable. Anything in this Agreement or in the Assignment and Assumption Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any such Assumed Contract, and Buyer shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under any such Assumed Contract of Buyer or the Operating Sellers thereunder. In such event, Sellers will cooperate with Buyer to provide for Buyer all benefits to which either of the Operating Sellers is entitled under such Assumed Contracts, and Buyer agrees to perform all obligations accruing or arising after the Closing thereunder, but not as a result of any previous breach, or default thereof or performance thereunder (including subleasing or subcontracting, if permitted). Any transfer or assignment to Buyer by the Operating Sellers of any such Assumed Contract or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained. Each of Sellers will use its commercially reasonable efforts prior to, and if requested by Buyer after, the Closing Date to obtain all necessary consents to the transfer and assignment of Assumed Contracts.
     2.8 Certain Debt, Payables and Expenses.
     Prior to or contemporaneously with the Closing, Sellers shall pay and discharge all liabilities and obligations of Sellers secured by a security interest in any of the Assets or owed to any vendors and other persons and entities with which Buyer reasonably expects to maintain business relations at any time after such Closing.
     2.9 Escrow Agreement.
     At Closing Sellers, Buyer and an escrow agent to be mutually selected by Sellers and Buyer (the “Escrow Agent” shall execute an Escrow Agreement (the “Escrow Agreement”) substantially in the form attached hereto as Exhibit 2.9, pursuant to which Buyer shall place into an escrow account (the “Escrow Account”) on the Closing the Escrow Amount, which shall be held and distributed by the Escrow Agent in accordance with the terms of the Escrow Agreement.

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SECTION 3
REPRESENTATIONS AND WARRANTIES OF SELLERS
     Each of Sellers, jointly and severally, represents and warrants to Buyer as follows:
     3.1 Organization and Good Standing.
     (a) 1051FM is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas. 1051FM has all requisite limited liability company power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. 1051FM is not qualified to do business as a foreign limited liability company in any jurisdiction as the character of its assets owned or held under lease or the nature of its activities does not make such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect. 1051FM has made available to Buyer true, correct and complete copies of 1051FM’s Governing Documents (in each case, as amended to the date hereof). Susquehanna is a partnership duly formed, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Susquehanna has all requisite partnership power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. Susquehanna is duly qualified to do business as a foreign partnership and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its activities makes such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect, each of such jurisdictions being listed on Schedule 3.1(a)(ii) hereto. Susquehanna has made available to Buyer true, correct and complete copies of Susquehanna’s Governing Documents (in each case, as amended to the date hereof). Radio is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Radio has all requisite corporate power and authority to conduct its business as it is now being conducted and to own, lease and operate its properties. Radio is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the character of its assets owned or held under lease or the nature of its activities makes such qualification necessary under applicable Legal Requirements, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect. Radio has made available to Buyer true, correct and complete copies of Radio’s Governing Documents (in each case, as amended to the date hereof).
     (b) Schedule 3.1(b)(i) sets forth a true and complete list of each entity or joint venture, together with its jurisdiction of organization and the percentage ownership interests thereof owned, directly or indirectly, by either of the Operating Sellers as of the date of this Agreement.
     (c) Except as listed in Schedule 3.1(b)(i), neither of the Operating Sellers has any subsidiaries or interest, direct or indirect, or any commitment to purchase any interest, direct or indirect, in any corporation or in any partnership, joint venture or other business enterprise or entity. Except as described in Schedule 3.1(c), the operations of the Stations and the Business have not been conducted through any direct or indirect subsidiary, or Affiliate of or Related Person to the Operating Sellers, and none of the Assets or Businesses is owned, held, used or conducted by any Person other than the Operating Sellers.

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     3.2 Enforceability; Authority; No Conflict.
     (a) This Agreement constitutes and, when executed and delivered at Closing, each other agreement, document and instrument to be executed, delivered or performed by Sellers in connection with this Agreement (collectively, the “Seller Documents”) will constitute, the legal, valid and binding obligation of each of Sellers, enforceable against each of them in accordance with its terms (assuming this Agreement is a legal, valid and binding obligation of, and enforceable against, Buyer), subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity relating to enforceability. Each of Sellers has the requisite right, power and authority to execute, deliver and perform this Agreement and has or will have prior to Closing the requisite right, power and authority to perform its obligations under this Agreement and to execute, deliver and perform each other Seller Document and to carry out the transactions contemplated hereby and thereby, and such action has or will have prior to Closing been duly authorized by all necessary limited liability company, partnership or corporate action, as applicable. All limited liability, partnership or corporate proceedings, as applicable, and any action required to be taken by Sellers relating to the execution, delivery and performance of this Agreement and the Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly taken or will have been duly taken prior to Closing.
     (b) Except as set forth in Schedule 3.2(b), none of the execution, delivery or performance of this Agreement and the Seller Documents nor the consummation or performance hereof or thereof will (with or without notice or lapse of time):
     (i) contravene, conflict with or result in a violation or breach of any of the terms or requirements of (A) any provision of any of the Governing Documents of any of the Sellers, or (B) any resolution adopted by the managers or members of 1051FM, the partners of Susquehanna, or the directors or shareholders of Radio;
     (ii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body or other Person the right to challenge the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Sellers may be subject;
     (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Commission Authorization or any material Governmental Authorization that is not a Commission Authorization or any Legal Requirement relating to the Business that is held by any of the Sellers;
     (iv) result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or require any consent or authorization under, or cause or permit acceleration of the maturity or performance of or payment under any Material Contract, other than as indicated on Schedule 3.20(b), or adversely affect any Intangible that is material to the Business or the operation of any of the Stations; or

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     (v) result in the imposition or creation of any material Encumbrance upon or with respect to any of the Assets.
     (c) The execution, delivery and performance of this Agreement and the Seller Documents by Sellers does not, and the consummation by Sellers of the transactions contemplated by this Agreement will not, require any consent of any Governmental Body or self-regulatory organization, except for:
     (i) the pre-merger notification requirements of the HSR Act and the rules and regulations thereunder;
     (ii) applicable filings with and approvals of the FCC pursuant to the Communications Act and any regulations promulgated thereunder; or
     (iii) as otherwise set forth in Schedule 3.17(a).
     3.3 Capitalization.
     As of the date hereof, the authorized, issued and outstanding equity interests of each of the Operating Sellers is as set forth on Schedule 3.3.
     3.4 Financial Statements.
     (a) Sellers have delivered to Buyer: (i) an unaudited consolidating balance sheet of each Operating Seller as of December 31, 2004 (the “Balance Sheets”), and the related unaudited consolidating statement of operations for the fiscal year then ended; (ii) unaudited consolidating balance sheets of each Operating Seller as of December 31 in each of the fiscal years 2002 and 2003, and the related unaudited consolidating statement of operations for each of the fiscal years then ended; and (iii) an unaudited condensed consolidating balance sheet of each Operating Seller as of June 30, 2005, (the “Interim Balance Sheets”) and the related unaudited condensed consolidating statement of operations for the six months then ended, certified by the Operating Sellers’ controller.
     (b) The Financial Statements delivered pursuant to paragraph (a) above fairly present (and the Financial Statements delivered pursuant to Section 5.13 will fairly present) the financial condition and the results of operations of the Operating Sellers and the Business as at the respective dates of and for the periods referred to in such Financial Statements all in accordance with GAAP (subject to the absence of footnotes and normal year end audit adjustments, none of which individually or in the aggregate are material). The Financial Statements referred to in this Section 3.4 and delivered pursuant to Section 5.13 reflect and will reflect the consistent application of GAAP throughout the periods involved, except as disclosed therein or herein. The Financial Statements have been and will be prepared from and are in accordance with the books and records of Operating Sellers. Such Financial Statements do not contain any material items of special or nonrecurring income or any income not earned in the Ordinary Course of Business, except as expressly specified therein, and include all adjustments, which consist only of normal recurring accruals, necessary for such fair presentation. To the Knowledge of Sellers, the revenue pacing reports for the Stations heretofore or hereafter delivered to Buyer are and shall be true and accurate in all material respects. All accounts receivable of the Operating Sellers arising

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prior to the date hereof have arisen, and all accounts receivable of the Operating Sellers arising after the date hereof and prior to Closing will have arisen, only from bona fide transactions with unrelated third parties in the Ordinary Course of Business, and represent and will represent valid obligations arising from sales actually made in the Ordinary Course of Business, except as reserved for in the Financial Statements or as are, with aggregation, immaterial in amount.
     (c) Except as and to the extent reflected in the Financial Statements, neither of the Operating Sellers has any material debts, liabilities or obligations (whether absolute, accrued, contingent or otherwise) relating to or arising out of any act, transaction, circumstance, or state of facts which has heretofore occurred or existed, due or payable, other than current liabilities arising since the date of the Interim Balance Sheets in the Ordinary Course of Business.
     3.5 Books And Records.
     The financial books and records of the Operating Sellers, all of which have been, or will be prior to Closing, made available to Buyer, are complete and correct and represent actual, bona fide transactions. The FCC Logs of the Stations are complete and correct in all material respects.
     3.6 Condition of Tangible Personal Property.
     The Tangible Personal Property, in the aggregate, is in good operating condition, ordinary wear and tear excepted, and is sufficient to continue to operate the Business after Closing in the Ordinary Course of Business as currently operated by Sellers. No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business. Except as disclosed in Schedule 3.6, all Tangible Personal Property is in the possession of the Operating Sellers. All material items of transmitting and studio equipment included in the Tangible Personal Property (a) have been maintained in a manner consistent with generally accepted standards of good engineering practice customary to the radio industry, and (b) will permit the Business to operate in accordance with the terms of the Commission Authorizations, the Communications Act and the policies, rules and regulations of the FCC and FAA and in all material respects with all other applicable Legal Requirements.
     3.7 Owned Real Property.
     Schedule 3.7 sets forth a correct legal description, street address and tax parcel identification number of all tracts of Land comprising the Owned Real Property and, to the extent applicable, the particular Station(s) whose operations (including specifically transmission facilities) are located on such tract of the Owned Real Property. The Operating Sellers do not have an ownership interest in any real property other than the Owned Real Property nor is any real property owned by any Affiliate of or Related Person to the Operating Sellers used in the Business.
     3.8 Leased Real Property.
     (a) Schedule 3.8 sets forth a correct legal description, except with respect to multi-tenant properties, and street address of all tracts of Real Property comprising the Leased Real Property and an accurate description (with, to the extent applicable, location, name of lessor

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or lessee, description of space, and the particular Station(s) whose operations (including specifically transmission facilities) are located on such tract of Leased Real Property) for all leases in respect thereof (“Real Property Leases”). Except for the Leased Real Property, Sellers do not have a leasehold interest in, any other real property nor is any other leased real property used in the Business.
     (b) Prior to the date hereof, Sellers have provided to Buyer true and correct copies of all Real Property Leases together with true and correct copies of any written amendments or modifications or other agreements with respect to, or relating to, the Real Property Leases, and written disclosure of any oral agreements with respect to, or relating to, the Real Property Leases.
     (c) The Real Property Leases are all presently in full force and effect and are the entire agreement between the Operating Sellers and the other parties thereunder. Each of the Operating Sellers has fully and completely performed in all material respects all of its duties and obligations under the Real Property Leases arising on or before the date hereof. To the Knowledge of Sellers, there are no material defaults by any of the other parties under any of the Real Property Leases, or any existing conditions that could become defaults with the passage of time.
     3.9 Title to Real and Tangible Personal Property; Encumbrances.
     (a) Each of the Operating Sellers owns good and marketable title to its respective estates in the Real Property, free and clear of any Encumbrances, other than:
     (i) liens for Taxes for the current tax year which are not yet due and payable;
     (ii) any matter of public record, provided that such matter does not have a material adverse effect on such Seller’s operation of the Station or Stations to which such matter pertains;
     (iii) rights-of-way granted pursuant to Governmental Authorizations, provided that such rights-of-way do not have a material adverse effect on such Seller’s operation of the related Station(s); and
     (iv) those described in Schedule 3.9(a) (the “Real Estate Encumbrances”).
     True and complete copies of (A) all deeds, existing title insurance policies, surveys, plans, specifications, environmental, engineering, soil and mechanical reports and audits, real property and other ad valorem tax bills, service and other agreements and Governmental Authorizations with respect to the Real Property and Improvements, to the extent available, of or pertaining to the Real Property either have been or will be made available to Buyer upon request or in any event will be prior to the Closing Date and (B) all instruments, agreements and other documents evidencing, creating or constituting any Real Estate Encumbrances have been made available to Buyer.
     (b) Each of the Operating Sellers owns good and transferable title to its respective items of the Tangible Personal Property that are not subject to a Personal Property Lease, free

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and clear of any Encumbrances other than those described in Schedule 3.9(b) (the “Non-Real Estate Encumbrances”).
     (c) Except as set forth on Schedule 3.9(c), the Operating Sellers own or lease all material properties and other assets currently used in the conduct of the Business and the Assets comprise all such properties and assets.
     (d) None of the Sellers has received notice or has Knowledge of any pending, threatened or contemplated material condemnation Proceeding affecting the Real Property or the Real Property Leases or any part thereof, or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation, or any pending, threatened or contemplated material Proceeding against, by or affecting Sellers affecting the Real Property or the Real Property Leases.
     3.10 Condition of Facilities.
     Use of the Land for the various purposes for which it is presently being used is permitted as of right under all applicable zoning Legal Requirements. All Improvements are in material compliance with all applicable Legal Requirements, including those pertaining to zoning, building and the disabled and are in good repair and good condition, ordinary wear and tear excepted. Except as set forth on Schedule 3.10, no part of any such Improvement encroaches on any real property not included in the Land, and there are no buildings, antenna towers, guy anchors, ground radials or other improvements primarily situated on adjoining property that encroach on any part of the Land. The Land for each Station facility abuts on and has direct vehicular access to a public road or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting such Land and comprising a part of the Real Property Interests, is supplied with public or quasi-public utilities, if necessary for the operations currently being conducted thereon, and other services necessary for the operation of the Station facilities located thereon.
     3.11 Commission Authorizations.
     (a) Schedule 3.11(a) sets forth a true and complete list of (i) all Commission Authorizations issued to either of the Operating Sellers by the FCC, and (ii) all applications (collectively, the “Pending Applications”) currently pending before the FCC filed by or on behalf of the Operating Sellers.
     (b) Except as set forth on Schedule 3.11(b), (i) the entities identified in Schedule 3.11(a) as being FCC licensees hold the Commission Authorizations for the respective Stations; (ii) the Commission Authorizations are all of the Commission Authorizations, permits or other authorizations from the FCC necessary for the entity identified as licensee therein to operate the class of station, and to serve the community of license, identified in Schedule 3.11(a); (iii) all of the Commission Authorizations are in full force and effect; (iv) each of the Stations is being operated in all material respects in accordance with the applicable Commission Authorizations, the Communications Act and the FCC’s rules, regulations and policies; (v) the Commission Authorizations are not subject to any conditions other than those set forth on the Commission Authorizations themselves or those conditions applicable under the

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Communications Act and the FCC’s policies, rules and regulations to radio stations in the same service and of the same class; (vi) to the Knowledge of Sellers, no Station is causing interference in violation of the FCC’s rules, regulations and policies with the transmissions of any other station or communications facility, and none of the Sellers has received any complaints with respect thereto, and, to the Knowledge of Sellers, no station or communications facility is causing interference in violation of the FCC rules, regulations and policies with any transmissions of any Station or the public’s reception of such transmissions; (vii) where required by Legal Requirements, all antenna towers used in connection with any Station have been registered with the FCC and the FAA in accordance with the FCC’s and the FAA’s respective rules, regulations and policies; (viii) to the Knowledge of Sellers, there is no rulemaking, investigation or other Proceeding pending or threatened in any Governmental Body that might result in the revocation, non-renewal or adverse modifications of any Commission Authorization or otherwise adversely affect the operation or business of any Station, other than such rulemakings, investigations or Proceedings that would affect the industry generally; (ix) there is no FCC Order outstanding relating to any one or more of the Stations which has not been satisfied; and (x) none of the Sellers has any Knowledge of facts that would cause the FCC not to renew any of the Commission Authorizations for a full term without adverse modification or to impose any nonstandard conditions on such renewal.
     (c) To the extent there is any conflict between the representations in this Section 3.11 and the representations in any other section herein, the representations in this Section 3.11 shall govern.
     3.12 Insolvency.
     No insolvency proceedings of any character, including bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting either of the Operating Sellers or the Assets, are pending or, to Knowledge of Sellers, threatened. Neither of the Operating Sellers has made an assignment for the benefit of creditors. Neither of the Operating Sellers will become insolvent as a result of entering into or performing this Agreement.
     3.13 Intellectual Property Assets.
     Set forth on Schedule 3.13 is a true and complete list of all Intangibles material to the Business or any of the Stations and all contracts, agreements, commitments or licenses relating to such Intangibles, owned or licensed by the Operating Sellers (the “Intellectual Property Assets”). Except as set forth on Schedule 3.13, the Operating Sellers own or are licensed to use all Intangibles material to the Business or any of the Stations, and currently used in the conduct of the Business free and clear of any material Encumbrances. No such rights and interests will be adversely affected by the transaction contemplated by this Agreement. None of the Sellers has any Knowledge of any infringement or unlawful, unauthorized or conflicting use of or rights in any of the Intellectual Property Assets (other than in immaterial respects). Except as set forth on Schedule 3.13, none of the Operating Sellers is infringing upon or otherwise acting adversely to any material trademarks, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person or Persons, and there is no claim or action pending, or to the Knowledge of Sellers, threatened with respect thereto.

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     3.14 Taxes.
     Except as set forth on Schedule 3.14:
     (a) All material Tax Returns required to have been filed by the Operating Sellers have been or will be filed on a timely basis (taking into account valid extensions of the time for filing), and all such Tax Returns are true, correct and complete in all material respects.
     (b) The Operating Sellers have paid, or made provision for the payment of, all material Taxes due and payable by any of them, except such Taxes as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheets and the Interim Balance Sheets.
     (c) Neither of the Operating Sellers currently is the beneficiary of any extension of time within which to file any Tax Return.
     (d) No unresolved claim exists with respect to either of the Operating Sellers by any taxing authority in a jurisdiction where either of the Operating Sellers do not file Tax Returns.
     (e) None of the Assets is subject to an Encumbrance for any Tax, except Taxes the payment of which is not delinquent.
     (f) Each of the Operating Sellers has withheld or will withhold and has timely paid or will timely pay or cause to be paid to the appropriate taxing authority all material amounts required to have been withheld under applicable Tax withholding requirements.
     3.15 Employee Benefits.
     (a) Set forth in Schedule 3.15(a) is a complete and correct list of all “employee benefit plans,” as defined by Section 3(3) of ERISA, and all other deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (written or unwritten) (i) that is maintained or contributed to by the Operating Sellers or any other corporation or trade or business controlled by, controlling or under common control with the Operating Sellers, within the meaning of Section 414(b) or (c) of the Code or Section 4001(a)(14) or 4001(b) of ERISA (“ERISA Affiliate”), and (ii) under which any current Employee or former employee of the Operating Sellers, or the dependents of any thereof receive benefits as a result of their employment by the Operating Sellers (collectively, the “Employee Plans”). Schedule 3.15(a) identifies any such Employee Plan that is (w) a “Defined Benefit Plan,” as defined in Section 414(j) of the Code and (x) a plan intended to meet the requirements of Section 401(a) of the Code. The Operating Sellers have provided or made available to Buyer true and complete copies of all Employee Plans and, with respect to each Employee Plan, to the extent applicable, its most recent summary plan description, actuarial report, Form 5500 and determination letter.

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     (b) All Employee Plans have been established, maintained and administered in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Neither Operating Seller has been a party to or contributed to a Multiemployer Plan, as defined in Section 3(37) of ERISA, nor engaged in a transaction with respect to any Employee Plan that is subject to ERISA or the Code that could subject the Operating Sellers to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. No Employee Plan is a Multiple Employer Plan within the meaning of Section 413(c) of the Code. No employee welfare benefit plan of the Operating Sellers is a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. Except as set forth on Schedule 3.15(b), no actions, suits, claims, litigation, audits, administrative proceedings or disputes are pending, or, to the Knowledge of Sellers, threatened, with respect to (i) any Employee Plan that would be material to the Business or (ii) any stock fund or trust in any Benefit Plan, and, to the Knowledge of Sellers, no facts or circumstances exist that could reasonably give rise to any such actions, suits, claims, litigation, audits, administrative proceedings or disputes.
     (c) Neither Operating Seller maintains an Employee Plan providing post-employment or post-retirement health, medical or life insurance benefits that cannot be terminated by the sponsor without action or consent by any other Person.
     (d) The Sellers have provided Buyer with a copy of the Operating Sellers’ policies for providing leaves of absence under the Family and Medical Leave Act (“FMLA”) and maintain records which have been made available to Buyer which identify each employee working in the Business who currently is on FMLA leave and his or her job title and each employee working in the Business who has requested FMLA leave to begin after the date of this Agreement.
     (e) No assets of the Operating Sellers are subject to any lien under Section 412(n) of the Code or Section 4068 of ERISA.
     (f) Except for any severance plan and policy set forth in Schedule 3.15(a), the consummation of the transactions contemplated by this Agreement will not entitle any employee to severance pay, accelerate the time of payment of compensation due to any employee, result in an excess parachute payment within the meaning of Section 280G(b) of the Code or constitute a prohibited transaction under ERISA.
     3.16 Labor and Employment Matters.
     (a) The Employees are not represented by a labor organization or group that was either certified by any labor relations board, including the NLRB, or any other Governmental Body or voluntarily recognized by Sellers as the exclusive bargaining representative of a unit of employees, and, to the Knowledge of Sellers, no Employee is represented by any other labor union or organization. Neither Operating Seller is a party to or has any obligation under any union Contract, or any obligation (other than under any applicable Legal Requirement) to recognize or deal with any labor union or organization, and there are no such Contracts pertaining to or which determine the terms or conditions of employment of any Employee.
     (b) To the Knowledge of Sellers, (i) no representation, election, petition, or application for certification has been filed by the Employees or is pending with the NLRB or any

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other Governmental Body relating to the Business, and (B) no overt union organizing campaign or other overt attempt to organize or establish a labor union, employee organization or labor organization or group involving Employees is in progress or is threatened.
     (c) No labor dispute, walk out, strike, slowdown, hand billing, picketing, work stoppage (sympathetic or otherwise), or other “concerted action” organized by the Employees is in progress or, to the Knowledge of Sellers, has been threatened.
     (d) Except for any severance plan and policy set forth in Schedule 3.15(a) and for Employees that parties to Material Contracts set forth in Schedule 3.20, all Employees may be terminated at any time with or without cause and without any severance or other liability.
     (e) Except as set forth on Schedule 3.15, 3.16, 3.17(a), 3.18 and/or 3.22, to the Knowledge of Sellers, the Operating Sellers have complied with each, and are not in violation in any material respect of any, Legal Requirement relating to anti-discrimination and equal employment opportunities, and there are, and have been, no material violations of any other Legal Requirements respecting the hiring, hours, wages, occupational safety and health, employment, promotion, termination or benefits of any Employee or other Person.
     3.17 Compliance With Legal Requirements; Governmental Authorizations.
     (a) Except as set forth in Schedule 3.11(a), Schedule 3.17(a) or Schedule 3.22,
     (i) the Operating Sellers and each Station have been since December 31, 2003, and currently are being, operated in compliance in all material respects with all applicable Legal Requirements and Governmental Authorizations, including the Communications Act and the Copyright Act of 1976;
     (ii) since December 31, 2003, none of the Sellers has received any notice alleging any material violation by the Operating Sellers of any applicable Legal Requirements; and
     (iii) each of the Operating Sellers has all Commission Authorizations and all material Governmental Authorizations other than Commission Authorizations, including any required by the FAA, necessary for the conduct of its business as currently conducted and such Governmental Authorizations are in full force and effect.
     (b) Set forth in Schedule 3.17(b) is a complete and accurate list of each material Governmental Authorization (other than the Commission Authorizations) that is held by the Operating Sellers and that relates to the Business. Each Governmental Authorization listed or required to be listed in Schedule 3.17(b) is valid and in full force and effect.
     3.18 Legal Proceedings; Orders.
     Except as set forth on Schedule 3.11(a), Schedule 3.17(a), Schedule 3.18, or Schedule 3.22, there is no Proceeding or Order now pending, or, to the Knowledge of Sellers, threatened against either of the Operating Sellers. There is no Proceeding or Order now pending, or, to the Knowledge of Sellers, threatened against any of the Sellers, that challenges or would

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challenge the transactions contemplated by this Agreement and would reasonably be expected to prevent or materially interfere with or delay the performance or consummation of the transactions contemplated by this Agreement. To the Knowledge of Sellers, there are no facts or circumstances primarily relating to the Sellers or the Stations which could reasonably be expected to cause the FCC to deny the Assignment Applications, designate the Assignment Applications for an oral evidentiary hearing, or to materially delay the issuance of the FCC Consent.
     3.19 Absence of Certain Changes and Events.
     Except as set forth in Schedule 3.19, since December 31, 2004, there has not been any Material Adverse Effect, and the Operating Sellers have conducted the Business in the Ordinary Course of Business and have not, solely with respect to the Business:
     (a) Mortgaged, pledged or subjected to an Encumbrance any of the Assets of the Operating Sellers that is material to the Business (other than Permitted Encumbrances);
     (b) Sold, conveyed, transferred, leased, subleased, mortgaged, pledged, had any material liens imposed (other than Permitted Encumbrances), licensed or otherwise disposed of, to any third party or Affiliates, any material properties or assets used in the conduct of the Business other than in the Ordinary Course of Business or dissolved any Subsidiaries;
     (c) Acquired any assets or any business in one or a series of related transactions, other than (i) pursuant to agreements in effect as of the date hereof that were disclosed to Buyer prior to the date hereof, (ii) capital expenditures or capital additions consistent with plans provided to Buyer and (iii) assets acquired by Operating Sellers in the Ordinary Course of Business;
     (d) Failed to make capital expenditures or additions consistent (in amount) with the 2005 capital expenditure plan attached as Schedule 3.19(d) (except as expressly noted therein);
     (e) Made any material changes to the formats of the Stations;
     (f) Assigned, transferred or conveyed to any Affiliates of or Related Person to the Operating Sellers any material properties or assets not related to or used in the conduct of the Business;
     (g) (i) Entered into any transaction, Contract or commitment except in the Ordinary Course of Business; (ii) modified or renewed a Material Contract, other than modifications and renewals of cash time sales agreements and production agreements in the Ordinary Course of Business; or (iii) rejected, repudiated or terminated any Material Contract;
     (h) (i) Increased the compensation of any Employee, except for increases in salary or wage rates (A) in the Ordinary Course of Business, (B) as required by the terms of existing agreements or plans or (C) in connection with the renewal of contracts with on-air personnel in a manner which would not cause any 2005 budget line item for or related to personnel expenses to be exceeded; (ii) established, amended, paid, agreed to grant or increased any special bonus, sale bonus, stay bonus, retention bonus, deal bonus or change in control bonus or any similar benefit

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under any plan, agreement, award or arrangement, other than such as will be fully paid and satisfied at or prior to the Closing Date or other than as required pursuant to any existing plan, agreement, award or arrangement listed on Schedule 3.15(a); (iii) hired any employee for the Business with annual compensation in excess of the amount of compensation for a Person in a similar position consistent with past practice; (iv) entered into any new employment or severance agreement or amended (except as required to satisfy applicable Legal Requirements) any such existing agreement with any Employee; (v) established, adopted, entered into, amended (except as required to satisfy applicable Legal Requirements) or terminated any Employee Plan; or (vi) engaged in any hiring practices that are not in the Ordinary Course of Business;
     (i) Surrendered, revoked or otherwise terminated any Governmental Authorization;
     (j) Incurred any Debt or made any material loans, advances or capital contributions to, or investments in, any other Person (other than, to the extent not in violation of applicable Legal Requirements, customary loans or advances to Employees in amounts not material to the maker of such loan or advance in the Ordinary Course of Business) or incurred any other obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except in the Ordinary Course of Business, none of which, singly or in the aggregate, materially adversely affects the condition (financial or otherwise), assets, liabilities, operations or prospects of the Operating Sellers;
     (k) Disposed of, licensed, abandoned, invalidated, waived, released or assigned any rights of material value in connection with the Business;
     (l) Made any material change in any method of accounting, keeping of books of account or accounting practices or in any material method of Tax accounting of either of the Operating Sellers unless required by applicable Legal Requirements or in order to comply with any GAAP requirements, FASB interpretations or a request by the Operating Sellers’ independent auditors;
     (m) Entered into any program production or distribution arrangements, including without limitation joint venture arrangements obligating the Operating Sellers to pay any consideration, except for those entered into in the Ordinary Course of Business and with a term not in excess of three years;
     (n) Undertaken the collection of outstanding accounts receivable or failed to pay or discharge outstanding accounts payable other than in Ordinary Course of Business;
     (o) Had any material adverse change in its relations with any Governmental Body; or
     (p) Agreed, whether in writing or otherwise, to do any of the foregoing, except as expressly contemplated by this Agreement.
     3.20 Material Contracts.
     (a) Schedule 3.20(a) sets forth a list of each Contract that exists as of the date hereof and falls within any of the following categories: (i) Contracts that require performance of services or delivery of consideration by the Operating Sellers or to the Operating Sellers in

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connection with the Business of an amount or value in excess of $50,000 during the current calendar year or any next succeeding three calendar years (ii) Contracts for the sale of airtime on the Stations other than those entered into in the Ordinary Course of Business, at customary rates for the period at issue, (iii) Contracts establishing joint ventures or partnerships constituting a portion of the Business, (iv) employment agreements, not including oral agreements or agreements terminable at will without penalty, of the Operating Sellers related to the Business, (v) Contracts between either of the Operating Sellers, on the one hand, and any Affiliate of any Seller, on the other, providing for annual payments in excess of $50,000 and relating primarily to the conduct of the Business that will not be terminated on or prior to the Closing Date, (vi) Contracts in respect of the Leased Real Property, and (vii) Contracts in respect of any Intangibles that are material to the operation of any of the Stations (collectively the “Material Contracts”). Sellers have provided Buyer with access and opportunity to review true and complete copies of all contracts set forth on Schedule 3.20(a).
     (b) Each of the Material Contracts is in full force and effect in all material respects, except as the enforceability of such contracts may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies. Except as set forth on Schedule 3.20(b), the Operating Sellers and, to the Knowledge of Sellers, any other party thereto, is not in material default under any Material Contract and no circumstance exists that (with or without notice or the lapse of time) would give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any Material Contract. To the Knowledge of Sellers, no party to a Material Contract has given notice of termination under any Material Contract, nor do the Sellers have Knowledge that any Person intends not to renew or extend any Material Contract or to abrogate or fail to comply with any material terms of a Material Contract.
     3.21 Insurance.
     Set forth on Schedule 3.21 is a list of all material insurance policies for which either of the Operating Sellers is an insured party in connection with the Business (including policies providing property, fire, theft, casualty, liability and workers’ compensation coverage, but excluding policies relating to Employee Plans) (the “Material Insurance Policies”), which are in full force and effect in all material respects. With such exceptions as would not be material all premiums due in respect of the Insurance Policies have been paid by the Operating Sellers or an Affiliate and the Operating Sellers or the applicable Affiliates are otherwise in compliance with the terms of such policies. The assets of the Operating Sellers are insured at replacement cost against loss or damage by fire or other risks as set forth in the policies, subject to the applicable limits of such policies, and the Operating Sellers, as applicable, maintains liability insurance. To the Knowledge of Sellers, there has not been any threatened termination of, pending premium increase (other than with respect to customary annual premium increases) with respect to, or alteration of coverage under, any Material Insurance Policy. Except as set forth on Schedule 3.21, there are no pending claims against such insurance policies as to which the applicable insurer has denied liability and there exist no material claims that have not been timely submitted by the Operating Sellers, as applicable, to the applicable insurer.

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     3.22 Environmental Matters.
     Except as set forth on Schedule 3.22:
     (a) Neither of the Operating Sellers has handled, used, managed, transported, treated, stored, disposed of, or arranged for the transportation, treatment, storage or disposal of any Hazardous Materials, at or from any of the Real Property, or at any other property or location except for maintenance, cleaning and emergency generator fuel supplies customary for the operation of radio stations and maintained in compliance with all Environmental Laws in the Ordinary Course of Business;
     (b) To the extent related to the Real Property or the Business, all material environmental permits, licenses or approvals required by Environmental Laws necessary for the conduct of the Business in a manner substantially similar to the operation of the Business have been obtained, have not been rescinded or terminated and are transferable, and the Operating Sellers are, in their operation of the Business and their ownership or use of the Real Property, in compliance with such permits;
     (c) None of the Sellers has received any notice within the last five (5) years from any Governmental Body or any other Person alleging a violation of, or liability under, any Environmental Laws with respect to the operation of the Business or ownership or use of the Real Property;
     (d) Neither of the Operating Sellers has caused, nor to the Knowledge of Sellers, has there been any material Release of any Hazardous Materials at any other property or other location where Sellers has directly or indirectly arranged for the transportation, treatment, storage or disposal of any Hazardous Material for which Sellers may have liability, and neither of the Operating Sellers has caused, nor to the Knowledge of Sellers, has there been any Release of any Hazardous Materials at, on or under any of the Real Property in amounts or under circumstances that would require remediation by the Operating Sellers pursuant to Environmental Laws or in amounts that would form the basis of a material claim by any third party for personal injury or property damage under Environmental Laws or other Legal Requirement based on the exposure to such Hazardous Materials;
     (e) There are no pending or, to the Knowledge of Sellers, material threatened claims, actions, suits, inquiries, Proceedings or investigations by any Governmental Bodies concerning compliance by the Operating Sellers with any Environmental Laws;
     (f) To the Knowledge of Sellers, there are no underground tanks regulated by any applicable Environmental Laws at, on or under any Real Property; and
     (g) To the Knowledge of Sellers, neither the Real Property nor any other location identified on Schedule 3.22 as having received Hazardous Materials, directly or indirectly from Sellers has been proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of sites requiring investigation or cleanup.

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     3.23 Relationships With Related Persons.
     Except as disclosed in Schedule 3.19 or Schedule 3.20(a), neither of the Operating Sellers have been involved in any business arrangement or relationship with any Related Persons since December 31, 2004, and no such Related Person owns any property or right, tangible or intangible, that is material to the operations of the Business. Except as described in Schedule 3.23, to the Knowledge of Sellers, no equity holder, member, officer, director, manager or partner of the Operating Sellers, as applicable, possesses, directly or indirectly, any beneficial interest in or is a director, officer or employee of, any corporation, firm, partnership, association or business organization that is a client, supplier, customer, lessor, lessee, creditor, borrower, debtor or contracting party with the Operating Sellers (except as a stockholder holding less than a one percent (1%) interest in a corporation whose shares are traded on a national or regional securities exchange or in the over-the-counter market).
     3.24 Brokers or Finders.
     Except for UBS Securities LLC, whose fees shall be paid by Sellers at or prior to Closing, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Sellers that might be entitled to any fee or commission in connection with the Transaction.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF BUYER
     Buyer represents and warrants to Sellers as follows:
     4.1 Organization, Standing and Authority.
     Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to execute, deliver and perform this Agreement and each other agreement, document and instrument to be executed or delivered by Buyer in connection with this Agreement (the “Buyer Documents”) and to carry out the transactions contemplated hereby and thereby. Prior to the Closing Date, Buyer will be qualified to do business in the State of Missouri.
     4.2 Authorization and Binding Obligation.
     The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement constitutes, and when executed and delivered at Closing, each other Buyer Document will constitute, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement or any Buyer Document may be affected by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies.

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     4.3 Absence of Conflicting Agreements and Required Consents.
     Except for the filing of the Assignment Application and the granting of the FCC Consents provided for in Section 6.1 and the filings required by HSR Act provided for in Section 6.2, the execution, delivery and performance of this Agreement and the Buyer Documents and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or violate any provision of the Certificate of Incorporation or the Bylaws of Buyer, (ii) with or without the giving of notice or the passage of time, or both, result in a breach of, or violate, or be in conflict with, or constitute a default under, or permit the termination of, or cause or permit acceleration under, any agreement or instrument of any debt or obligation to which Buyer is a party, (iii) require the consent of any party to any material agreement or commitment to which Buyer is a party or by which Buyer is subject or bound, (iv) violate any law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which Buyer is subject or bound; no consent, approval or authorization of, or declaration, filing or registration with, or notice to, any governmental or regulatory authority or any other third party is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or the Buyer Documents or the consummation of the transactions contemplated hereby and thereby.
     4.4 Brokers.
     Except as set forth on Schedule 4.4 hereto, neither Buyer nor any of its agents or representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the transactions contemplated by this Agreement.
     4.5 Qualifications of Buyer.
     Except as set forth in Schedule 4.5, to the Knowledge of Buyer, Buyer is qualified under the Communications Act and the published rules, regulations and policies of the FCC to acquire the Commission Authorizations. Except as disclosed in Schedule 4.5, there are no facts or Proceedings which would reasonably be expected to disqualify Buyer, or require a waiver under the Communications Act or the published FCC rules and policies (including under any applicable multiple ownership rules) or the HSR Act or otherwise from acquiring or operating the Stations or would cause the FCC to deny or materially delay issuance of the FCC Consent or the Department of Justice and the Federal Trade Commission not to allow the waiting period under the HSR Act to terminate as provided for in Section 6.2. Except as disclosed in Schedule 4.5, no waiver of any FCC rule or policy is necessary to be obtained on behalf of Buyer for the grant of the Assignment Applications for the FCC Consents, and Buyer has no reason to request that the FCC process the Assignment Applications pursuant to any special procedure to find Buyer qualified under the Communications Act and the FCC’s published rules and policies to acquire the Commission Authorizations.
     4.6 Certain Proceedings.
     There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise

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interfering with, the transaction contemplated by this Agreement. To Buyer’s Knowledge, no such Proceeding has been threatened.
SECTION 5
OPERATION OF THE STATIONS PRIOR TO CLOSING
     Sellers covenant and agree that between the date hereof and the Closing Date, Sellers will operate the Stations in the Ordinary Course of Business in accordance with such Sellers’ past practices (except where such conduct would conflict with the following covenants or with other obligations of Sellers under this Agreement, and, except as contemplated by this Agreement or with the prior written consent of Buyer (such consent not to be unreasonably withheld)), Sellers will act in accordance with the following insofar as such actions relate to the Stations:
     5.1 Contracts.
     Sellers will not (i) enter into any Contract except in the Ordinary Course of Business; (ii) modify, renew, suspend, abrogate or amend in any material respect any material Governmental Authorization or Material Contract, other than (A) renewals of contracts with on-air or programming personnel consistent with the provisions of Section 5.2) made in the Ordinary Course of Business and (B) modifications, renewals and amendments of contracts, including cash time sales agreements and production agreements in the Ordinary Course of Business, (iii) reject, repudiate or terminate any Material Contract, or (iv) renew or enter into any new Material Contracts of the type identified on Schedule 3.20(a)(i) or otherwise identified on Schedule 5.1. Prior to the Closing Date, Sellers shall deliver to Buyer a list of all Contracts entered into between the date of this Agreement and the Closing Date and shall make available to Buyer copies of such Contracts.
     5.2 Compensation and Benefits.
     Sellers shall not (i) increase the compensation, salary or wage rate of any Employee, except for increases (A) in the Ordinary Course of Business, (B) as required by the terms of agreements or plans currently in effect and listed on Schedule 3.15(a) or (C) in connection with the renewal of contracts with on-air or programming personnel for the calendar year 2005, not provide for any increases that in the aggregate would, together with other previous increases, cause any 2005 budget line item for or in respect of personnel expenses to be exceeded, or in connection with the renewal of contracts with on-air or programming personnel for the calendar year 2006 and thereafter, not provide for any increases that in the aggregate would, together with other previous increases, cause any 2005 budget line item for or in respect of personnel expenses to be exceeded by more than four percent (4%) per annum; (ii) establish, amend, pay, agree to grant or increase any special bonus, sale bonus, stay bonus, retention bonus, deal bonus or change in control bonus or any similar benefit under any plan, agreement, award or arrangement, other than such as will be fully paid and satisfied at or prior to the Closing Date or other than as required pursuant to any existing plan, agreement, award or arrangement listed on Schedule 3.15(a); (iii) hire any employee for the Business with annual compensation in excess of the amount of compensation for a Person in a similar position consistent with past practice; (iv) enter into any new employment or severance agreement or amend (except as required to satisfy applicable Legal Requirements) any such existing agreement with any Employee;

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(v) establish, adopt, enter into, amend (except as required to satisfy applicable Legal Requirements) or terminated any Employee Plan; or (vi) engage in any hiring practices that are not in the Ordinary Course of Business
     5.3 Encumbrances.
     Sellers will not create, assume, or permit to exist any Encumbrance affecting any of the Assets, except for Permitted Encumbrances.
     5.4 Dispositions.
     Sellers will not sell, assign, lease, or otherwise transfer or dispose of any of the Assets except (a) Assets that are no longer used or required in the Business, and (b) Assets that are replaced with Assets of equivalent kind and value that are acquired after the date of this Agreement, nor will Sellers obligate themselves to do any of the foregoing without the consent of Buyer, which consent shall not be unreasonably withheld.
     5.5 Access to Information.
     Upon prior reasonable notice by Buyer, Sellers will give to Buyer and its investors, lenders, counsel, accountants, engineers and other authorized representatives, reasonable access to the Stations and all books, records and documents of Sellers which are material to the business and operation of the Stations and will furnish or cause to be furnished to Buyer and its authorized representatives all information that they reasonably request (including any financial reports and operations reports produced with respect to the Stations). Prior to the Closing Date, Buyer and such third party consultants as may be engaged by Buyer may, with reasonable prior notice, at mutually agreed times and at Buyer’s own expense, physically inspect the properties and Assets of the Operating Sellers, including performing environmental audits; provided, however, that Buyer shall not conduct any environmental sampling or invasive testing without the prior written consent of Sellers and, in the case of any invasive testing, prior written consent of the applicable lessee, which consent shall not be unreasonably withheld.
     5.6 Insurance.
     Sellers or their Affiliates shall maintain in full force and effect policies of insurance of the same type, character and coverage as the policies currently carried with respect to the business, operations and assets of the Stations.
     5.7 Governmental Authorizations.
     The Sellers shall not cause or permit, by any act or failure to act, any Governmental Authorizations to expire or to be forfeited, revoked, suspended or modified, or take any action that could reasonably be expected to cause the FCC or any other Governmental Body to institute Proceedings for the suspension, revocation or adverse modification of any of the Governmental Authorizations. Sellers shall prosecute with due diligence any applications to any Governmental Body necessary for the continued operation of the Stations as presently conducted. Sellers shall give or cause to be given to Buyer as soon as reasonably possible, but in no event later than five (5) calendar days after receipt or submission to the FCC copies of reports, statements,

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applications, responses, schedules, pleadings or other communications (including emails) received from or filed with the FCC on or prior to the Closing Date that relate to any Sellers or any Commission Authorization, including a copy of any FCC inquiry to which the filing is responsive (and in the event of an oral FCC inquiry, Sellers will furnish a written summary thereof).
     5.8 Obligations.
     Sellers shall pay all their obligations insofar as they relate to the Stations as they become due.
     5.9 No Inconsistent Action.
     Sellers shall not take any action or fail to take any action that is inconsistent with their obligations under this Agreement or that could reasonably be expected to hinder or delay the consummation of the transactions contemplated by this Agreement.
     5.10 Maintenance of Assets.
     Sellers shall maintain the Assets in good condition (reasonable wear and tear excepted), and use, operate and maintain the Assets in a reasonable manner. Sellers shall maintain inventories of spare parts and expendable supplies at levels consistent with past practices. If any loss, damage, impairment, confiscation, or condemnation of or to any of the Assets occurs, Sellers shall apply any insurance proceeds received with respect thereto to the prompt repair, replacement or restoration of the Assets to the condition of such Asset or other property before such event or, if required to such other (better) condition as may be required by Legal Requirement.
     5.11 Consents.
     Subject to Section 6.5 hereof, Sellers shall use their commercially reasonable efforts to obtain all Consents described in Section 3.2, without any adverse change in the terms or conditions of any Assumed Contract or Governmental Authorizations. Sellers shall promptly advise Buyer of any difficulties experienced in obtaining any of the Consents and of any conditions proposed, considered or requested for any of the Consents.
     5.12 Books and Records.
     Sellers shall maintain their books and records and the FCC Logs in the Ordinary Course of Business.
     5.13 Cooperation, Notification.
     Each party shall:
     (a) Confer on a regular and frequent basis with one or more representatives of the other party to discuss, subject to applicable Legal Requirements, material operational matters and the general status of its ongoing operations,

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     (b) Promptly notify the other party of any significant changes in its business, properties, assets, condition (financial or other), results of operations or prospects,
     (c) Promptly advise the other party of any material inaccuracy in any of its representations or warranties or nonperformance of any of its covenants in this Agreement or of any change or event which has had or, insofar as reasonably can be foreseen, is reasonably likely to result in, a material adverse effect on the condition (financial or otherwise), assets, liabilities, results of operations or prospects of such party, or materially impair such party’s ability to effect the Closing or perform its respective obligations under this Agreement, and
     (d) Promptly provide the other party with copies of all filings made by such party with any Governmental Body in connection with this Agreement and the transactions contemplated by this Agreement.
     5.14 Financial Information.
     Between the date hereof and the Closing, Sellers shall use their commercially reasonable efforts to cause the respective officers, and advisors, including legal and accounting, of Sellers to, provide to Buyer at Buyer’s expense (other than with respect to clause (iii) below), all cooperation reasonably requested by Buyer that is reasonably necessary, proper or advisable in connection any financing to be undertaken by the Buyer (the “Financing”), including (i) to the extent reasonably necessary to effectuate the Financing, participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies, (ii) using its commercially reasonable efforts to assist with the preparation of materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with the Financing, (iii) furnish Buyer and its financing sources with financial statements and related information in respect of the Business for each of the three fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, and other financial and other pertinent information regarding the Business, as may be reasonably requested by Buyer, including all financial statements and financial data of the type required by Regulation S-X and Regulation S-K under the Securities Act and of type and form customarily included in offering memoranda for private placements under Rule 144A of the Securities Act, to consummate the offerings of debt securities contemplated by the Financing at the time during the Business’ fiscal year such offerings will be made, (iv) furnish Buyer with weekly pacing reports, rating books and similar reports, (v) use commercially reasonable efforts to obtain accountants’ comfort letters as reasonably requested by Buyer, (vi) use its commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within thirty (30) days of the end of each month prior to the Closing, and (vii) use all reasonable efforts to take all actions necessary and appropriate to (A) permit the prospective lenders involved in the Financing to evaluate the Business’ current assets, cash management and accounting systems, policies and procedures relating thereto for the purposes of establishing collateral arrangements and (B) establishing bank and other accounts and blocked account agreements and lock box arrangements effective with respect to the period commencing at the Closing. Sellers hereby consent to the use of their logos in connection with the Financing. Buyer agrees to indemnify, defend and hold harmless all officers and employees of Sellers who assist Buyer in respect of the Financing as provided in this Section 5.13, from and against all

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Losses sustained, incurred or suffered by any such Person and arising from such assistance, except to the extent of the gross negligence or willful misconduct of such Person.
     5.15 Compliance with Laws.
     Sellers shall comply in all material respects with all Legal Requirements.
     5.16 Preservation of Business.
     Sellers shall use commercially reasonable efforts to preserve intact the goodwill of the Operating Sellers relative to the Stations, and shall use commercially reasonable efforts to maintain material relationships of the Operating Sellers with advertisers, customers, suppliers, employees, contracting parties, Governmental Bodies, creditors, Employees (provided, that no increase in any compensation or any incentive compensation or similar compensation shall be required in respect thereof except to the extent such increase in required in the Ordinary Course of Business) and others having business relations with Sellers relative to the Stations. Sellers shall use commercially reasonable efforts to retain and appropriately motivate the key employees of the Business, and keep Buyer promptly informed of, and provide Buyer an opportunity to regularly meet with Sellers regarding, issues concerning the overall workforce of the Business, and the retention and continued motivation of key employees of the Business.
     5.17 Litigation.
     Except with respect to any matter set forth on Schedule 3.15(b) and Schedule 3.18, Sellers shall not settle any material claims, actions, arbitrations, disputes or other proceedings in respect of the Operating Sellers or the Stations (except matters which will not have an adverse effect on Buyer), without the consent of Buyer, which consent shall not be unreasonably withheld.
     5.18 Accounting.
     Sellers shall not make any material change in any method of accounting, keeping of books of account or accounting practices or in any material method of Tax accounting of the Operating Sellers unless required by applicable Legal Requirements or in order to comply with any GAAP requirements, a request by Sellers’ independent auditors or FASB interpretations and not make any material change in the Operating Sellers’ internal controls over financial reporting (as defined in Rules 13a-15(f) and 15D-15(f) of the Exchange Act).
     5.19 Capital Expenditures.
     The Operating Sellers shall continue making capital expenditures and additions (i) consistent with the 2005 capital expenditure plan attached hereto as a part of Schedule 3.19 (except as expressly noted thereon), and expend in 2005 the entire amount that is budgeted in the 2005 capital expenditure plan (except as expressly noted thereon), (ii) consistent with the 2006 “high definition” capital expenditure plan attached hereto as Schedule 5.19(a) (both in timing, based upon ratable expenditures throughout 2006, and amount), and thereafter consistent with such “high definition” capital expenditure plan as may be adopted in order to continue to equip all of the Stations with “high definition” capabilities (except Stations operating under local

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marketing agreements listed on Schedule 5.19(b)), and (iii) as are reasonably required in respect of maintenance, consistent with historical practices.
     5.20 Station Formats.
     Sellers shall not make any material changes to the formats of the Stations.
     5.21 Promotions.
     Sellers shall continue marketing, advertising and promotional activities, sales of advertising time, the purchasing and scheduling of programming and the performance of research, all with respect to the Business in the Ordinary Course of Business.
SECTION 6
SPECIAL COVENANTS AND AGREEMENTS
     6.1 FCC Consent.
     (a) The exchange and transfer of the Assets as contemplated by this Agreement is subject to the prior consent and approval of the FCC.
     (b) Within fifteen (15) calendar days after the date hereof, Sellers and Buyer shall file one or more assignment applications (the “Assignment Applications”) with the FCC to obtain the FCC Consents. Buyer and Sellers shall cooperate with each other in the preparation and filing of the Assignment Applications and all information, data, exhibits, statements, and other materials required thereby. Each party further agrees to (i) expeditiously prepare and file with the FCC any amendments or any other filings in connection therewith which are requested by the FCC or required by its rules and policies, (ii) cooperate in the timely filing of extensions of any FCC consummation deadline (as long as the Agreement has not been terminated in accordance with its terms) if the conditions for Closing have not yet been satisfied, and (iii) take such other actions as may be necessary or appropriate to obtain the issuance of the FCC Consents at the earliest practicable time and having each FCC Consent become a Final Order. For purposes of this Agreement, each party shall be deemed to be using its commercially reasonable efforts with respect to obtaining the FCC Consents and having each FCC Consent become a Final Order, and to be otherwise complying with the foregoing provisions of this Section 6.1(b), so long as it (x) truthfully and promptly provides information necessary or appropriate to complete and file its portion of the Assignment Applications and any amendments thereto in a timely manner, (y) timely provides its comments on any documents and other materials to be filed by the other party and (z) uses its reasonable efforts to oppose any and every petition to deny, informal objection or other challenge to the Assignment Applications and any and every reconsideration petition, application for review, or judicial appeal seeking a reversal of an FCC Consent or, as the case may be, a Final Order, all without prejudice to the parties’ termination rights under this Agreement; provided, that Sellers, on the one hand, and Buyer, on the other, shall not be required to expend any funds or efforts contemplated under this Section 6.1(b) unless the other is concurrently and likewise complying with its respective obligations under this Section 6.
     (c) Except as otherwise provided herein, each party will be solely responsible for the expenses incurred by it in the preparation, filing, and prosecution of the Assignment

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Applications and the fulfillment of its obligations under clause (b) hereof. All filing fees imposed by the FCC or any governmental authority in connection with the filing of the Assignment Applications and the prosecution thereof shall be paid one-half (1/2) by Sellers, on the one hand, and one-half (1/2) by Buyer, on the other.
     (d) Sellers shall, at their own expense, give timely notice of the filing of the Assignment Applications by such means and in such manner as may be required by the rules and regulations of the FCC.
     6.2 HSR Act.
     As soon as reasonably possible, but in any event no later than twenty (20) calendar days following the execution of this Agreement, Sellers and Buyer shall complete any filing that may be required pursuant to the HSR Act (each an “HSR Filing”). Sellers and Buyer shall diligently take, or fully cooperate in the taking of, all necessary and proper steps, and provide any additional information reasonably requested in order to comply with, the requirements of the HSR Act. All filing fees in connection with the HSR Filing shall be paid by Sellers.
     6.3 Risk of Loss.
     The risk of any loss, damage, impairment, confiscation, or condemnation of any of the Assets of Sellers for any cause whatsoever shall be borne by Sellers at all times prior to the Closing. In the event of loss or damage prior to the Closing Date, Sellers shall use commercially reasonable efforts to fix, restore, or replace such loss, damage, impairment, confiscation, or condemnation to its former operational condition or such other (better) condition as may be required by applicable Legal Requirements. If Sellers have adequate replacement cost insurance, Buyer may elect to have Sellers assign such insurance proceeds to Buyer, in which case, Buyer shall proceed with the Closing, and receive at the Closing the insurance proceeds or an assignment of the right to receive such insurance proceeds, as applicable, to which Sellers otherwise would be entitled, whereupon Sellers shall have no further liability to Buyer for such loss or damage.
     6.4 Confidentiality.
     Except as necessary for the consummation of the transaction contemplated by this Agreement, including Buyer’s obtaining of financing related hereto, and except as and to the extent required by law, each party will keep confidential any information obtained from the other party in connection with the transactions specifically contemplated by this Agreement. If this Agreement is terminated, each party will return to the other party all information obtained by the such party from the other party in connection with the transactions contemplated by this Agreement.
     6.5 Cooperation.
     Buyer and Sellers shall reasonably cooperate with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under this Agreement, and in connection with any litigation after the Closing Date which relate to the Stations for periods prior to the Closing Date. Buyer and Sellers shall execute

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such other documents as may be reasonably necessary and desirable to the implementation and consummation of this Agreement, and otherwise use their commercially reasonable efforts to consummate the transaction contemplated hereby and to fulfill their obligations under this Agreement. Sellers shall use their commercially reasonable efforts to obtain all consents, provided that Sellers shall have no obligation (a) to expend funds to obtain any of the Consents, other than ministerial processing fees, filing fees in accordance with Sections 6.1 and 6.2., and Sellers’ out-of-pocket expenses to its attorney or other agents incurred in connection with obtaining such consents, or (b) to agree to any material adverse change in any Governmental Authorizations or Assumed Contract in order to obtain a Consent required with respect thereto.
     6.6 Control of the Stations.
     Prior to the Closing, Buyer shall not, directly or indirectly, control, supervise or direct, or attempt to control, supervise or direct, the operations of the Stations; those operations, including complete control and supervision of all of each Stations’ finances, programs, Employees and policies, shall be the sole responsibility of Sellers.
     6.7 Allocation of Purchase Price.
     Seller and Buyer agree to allocate the Purchase Price (and, as appropriate under Section 1060 of the Code, the Assumed Liabilities, transaction costs and any other relevant items) among the Assets in accordance with the allocation schedule to be attached hereto as Schedule 6.7, which allocation schedule will be determined prior to the Closing (the “Purchase Price Allocation Schedule”). If the parties are unable to agree on the final Allocation Schedule prior to Closing, a third-party appraiser mutually acceptable to Buyer and Seller, the fees of which shall be borne equally by Buyer and Seller, shall resolve the allocation of the consideration to any items with respect to which there is a dispute between the parties. Such Allocation Schedule shall be adjusted, as necessary, to reflect any adjustment to the Closing Payment pursuant to Section 2.5. Seller and Buyer will each file an IRS Form 8594 for each Operating Seller, as appropriate, consistent with the Allocation Schedule, as adjusted.
     6.8 Access to Books and Records.
     To the extent reasonably requested by Buyer, Sellers shall provide Buyer access and the right to copy from and after the Closing Date any books and records relating to the Assets within their possession but not included in the Assets. To the extent reasonably requested by Sellers, Buyer shall provide Sellers access and the right to copy from and after the Closing Date any books and records relating to the Assets that are included in the Assets. Buyer and Sellers shall each retain any such books and records, for a period of three years (or such longer period as may be required by law or good business practice) following the Closing Date.
     6.9 Employee and Employee Benefits.
     (a) Prior to the Closing Date, Buyer shall make offers of employment commencing on the Closing Date to all Applicable Employees, and such offers shall be contingent only upon (i) the Closing, (ii) such Employee being an Applicable Employee on the Closing Date, and (iii) such Applicable Employee’s satisfaction of customary employment conditions applicable to all Buyer employees (the “Background Check”). Buyer shall cooperate with Sellers from and

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after the date hereof to communicate with Applicable Employees regarding the offers of employment to be made by Buyer to Applicable Employees hereunder. Not later than thirty (30) days prior to Closing, Buyer shall provide to Sellers a list of the Applicable Employees who do not satisfy the Background Check and as to whom Buyer has not made offers of employment pursuant to this Section 6.9(a) as a result of such Background Check failure. The parties hereto shall cooperate with each other to give effect to this Section 6.9(a), and neither Seller shall take any actions that would interfere with the process of the Applicable Employees so offered employment becoming employed by Buyer. If any Employee, other than a Transferred Employee, becomes entitled to any payments or benefits under any severance policy, plan, agreement, arrangement or program that exists or arises under any applicable Legal Requirements or otherwise as a result of the consummation of this transaction, Sellers shall be liable for such amounts, which liability shall constitute an Excluded Liability.
     (b) Beginning on the Closing Date, Buyer shall provide each Transferred Employee with (or shall cause the Transferred Employees to be provided with) compensation and employee benefits that are substantially comparable with the compensation and employee benefits of Cumulus Media Inc. (other than retiree welfare benefits or equity incentives), taking into account, to the extent relevant, the applicable market and the geographic location.
     (c) With respect to any plan that is a “welfare benefit plan,” as defined in Section 3(1) of ERISA, or any plan that would be a welfare benefit plan if it were subject to ERISA, maintained by Buyer, Buyer shall (i) provide coverage for Transferred Employees under its medical, dental and health plans commencing on the first day of the month following the month in which the Closing Date occurs in accordance with the terms of such plans, (ii) cause the waiver of any pre-existing conditions, actively at work requirements and waiting periods or other eligibility requirements to the extent such conditions, requirements or waiting periods were satisfied by a Transferred Employee under a corresponding Employee Plan, and (iii) cause such plans to take into account any expenses incurred by the Transferred Employees and their dependents or beneficiaries under similar plans of Sellers and their Affiliates during the portion of the calendar year ending with the end of the month in which the Closing Date occurs for purposes of satisfying applicable deductible, co-insurance and maximum out-of-pocket expenses.
     (d) For purposes of participation, eligibility and vesting under each employee benefit plan of Buyer, as defined in Section 3(3) of ERISA (each, a “Buyer Plan”), in which Transferred Employees are or become eligible to participate, such Transferred Employees shall be given credit for service with Seller or any of its Affiliates prior to the Closing Date in accordance with the provisions of such Buyer Plan; provided, however, that nothing in this Section 6.9(c) shall result in any duplication of benefits or result in Transferred Employees receiving credit in a Buyer Plan for benefit accrual purposes.
     (e) With respect to any accrued but unused vacation time (including flexible time-off and sick time) to which any Transferred Employee is entitled pursuant to the vacation policy applicable to such Transferred Employee immediately prior to the Closing Date, Buyer shall honor such accrued vacation and allow such Transferred Employee to use such accrued vacation to the extent such accrued but unused vacation time is accrued as a current liability in the Closing Date Financial Statements and included in the calculation of Final Net Working Capital.

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     (f) The parties hereto hereby acknowledge and agree that no provision of this Agreement shall be construed to create any right to continued employment after the Closing Date or to any compensation or benefits whatsoever on the part of any Employee or other future, present or former employee of Seller or any of its Affiliates. Nothing in this Section 6.9 or elsewhere in this Agreement shall be deemed to make any employee of the parties or their respective Affiliates a third-party beneficiary of this Section 6.9 or any rights relating hereto.
     (g) To the extent that any of the Transferred Employees become covered under a group health benefit plan maintained by Buyer, Buyer shall have any liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) (contained in Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA) and under any similar state Legal Requirement arising after the Closing with respect to the Transferred Employees. Sellers shall retain all obligations with respect to continued coverage under COBRA and any similar state Legal Requirements for all Employees who do not become Transferred Employees and for all other Persons who experienced a “qualifying event” (as defined in COBRA) in connection with an Employee who does not become a Transferred Employee. Each of Sellers shall comply with all applicable requirements (including requirements concerning the furnishing of notices) of COBRA, with regard to the termination of employment, of all employees working in the Business who are not Transferred Employees as of the Closing Date.
     6.10 Public Announcements.
     Sellers and Buyer shall consult with each other before issuing any press releases or otherwise making any public statements with respect to this Agreement or the transactions contemplated herein and shall not issue any such press release or make any such public statement without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that a party may, without the prior written consent of the other party, issue such press release or make such public statement as may be required by applicable Legal Requirement or any listing agreement with a national securities exchange to which Buyer is a party if it has used all reasonable efforts to consult with the other party and to obtain such party’s consent but has been unable to do so in a timely manner.
     6.11 Bulk Sales Law.
     Buyer hereby waives compliance by Sellers, in connection with the transactions contemplated hereby, with the provisions of any applicable bulk transfer statute that applies to the transactions contemplated by this Agreement.
     6.12 Title Insurance.
     Contemporaneously with the execution of this Agreement, each Seller shall deliver to Buyer its existing title insurance policies with respect to the Owned Real Property and Leased Real Property, if any.
     6.13 Tax Matters.
     (a) Sellers shall pay all sales taxes, transfer taxes and intangible taxes and similar governmental charges, filing fees, and recording and registration fees applicable to the

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transactions contemplated by this Agreement, including, without limitation, all taxes and similar charges, if any, payable upon the transfer of title to any Asset, excluding any taxes, governmental charges, or fees incurred upon the granting or recording of mortgages or deeds of trust by Buyer to Buyer’s lenders. Buyer and Sellers will cooperate to prepare and file with the proper public officials, as and to the extent necessary, all appropriate sales tax exemption certificates or similar instruments as may be necessary to avoid the imposition of sales, transfer, and similar taxes on the transfer of Purchased Assets pursuant hereto. The provisions of this Section 6.13(a) shall not apply to filing and grant fees associated with the Assignment Application. The payment of such fees shall be governed by Section 6.1 hereof.
     (b) To the extent necessary to determine the liability for Taxes for a portion of a taxable year or period that begins before and ends after the Closing Date, the determination of the Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the taxable year or period ended as of the close of business on the Closing Date, except that property taxes and any other Tax that is a fixed amount without regard to activities during the taxable period shall be prorated on a daily basis.
     (c) Sellers and Buyer will (i) each provide the other which such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit or other examination by any Governmental Authority or judicial or administrative proceedings relating to the liability for Taxes, (ii) each retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period. In addition, Sellers will retain until the applicable statutes of limitations (including any extensions) have expired copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such Tax Returns for all tax periods or portions thereof ending on or before or which include the Closing Date and will not destroy or otherwise dispose of any such records without first providing Buyer with a reasonable opportunity to review and copy the same.
     6.14 Employee Withholding and Reporting Matters.
     With respect to those Transferred Employees who are employed by Buyer within the same calendar year as the Closing, Buyer shall, in accordance with and to the extent permitted pursuant to Revenue Procedure 2004-53, 2004-34 I.R.B. 320, assume all responsibility for preparing and filing Form W-2, Wage and Tax Statement, Form 941, Employer’s Quarterly Federal Tax Return, Form W-4, Employee’s Withholding Allowance Certificate and Form W-5, Earned Income Credit Advance Payment Certificate. Sellers and Buyer agree to comply with the procedures described in Section 5 of Revenue Procedure 2004-53. Notwithstanding any provision of this Agreement to the contrary, all Taxes required to have been withheld by Sellers from their respective Employees with respect to any taxable periods, or portions thereof, ending on or before the Closing Date shall be Excluded Liabilities and shall not be Assumed Liabilities.

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     6.15 No Shop.
     Each of Sellers agrees that from and after the date hereof and until the termination of this Agreement, Sellers will not sell, transfer, or otherwise dispose of any direct or indirect interest in the Operating Sellers or any assets of the Operating Sellers to be included in the Assets (or any rights in any such stock or assets). Further, from and after the date hereof and until the termination of this Agreement, each of Sellers shall not, and shall cause each other representative, agent and officer, director or manager not to respond to inquiries or proposals, or encourage, solicit, participate in, initiate or pursue any discussions, or enter into any Contracts, or provide any information to any Person with respect to, the sale or purchase of any direct or indirect interest in the Operating Sellers, or the merger or consolidation of any of the Operating Subsidiaries, or the sale, lease or other disposition of all or any portion of the assets, business, rights or Governmental Authorizations of Sellers or the Stations. Each of Sellers shall promptly notify Buyer if any such inquiries are received.
     6.16 Disclosure Schedules.
     The disclosure of any matter in any Section relating to representations of Sellers or Buyer shall not be deemed to constitute an admission by Sellers or Buyer or to otherwise imply that any such matter is material for the purposes of this Agreement, unless the inclusion of such matter in such Schedule is required to make the representation true.
SECTION 7
CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
     7.1 Conditions to Obligations of Buyer.
     All obligations of Buyer at the Closing hereunder with respect to the Stations are subject at Buyer’s option to the fulfillment prior to or at the Closing Date of each of the following conditions:
     (a) Representations and Warranties. All representations and warranties of Sellers contained in this Agreement, and any exhibits or schedules hereto, or any certificates or documents delivered in connection with this Agreement shall be true and correct in all material respects, as of the date of this Agreement and at and as of the Closing Date as though made at and as of that time (except for representations and warranties that speak as of a specific date or time which need only be true and complete as of such date or time); provided, however, that each of Sellers’ representations and warranties set forth in Sections 3.2(a) and 3.9(a), (b) and (c), and each of Sellers’ representations that contain an express materiality or Material Adverse Effect qualifications shall be accurate in all respects, as of the date of this Agreement and at and as of the Closing Date as though made at and as of that time (except for representations and warranties that speak of a specific date need only be true and complete as of such date or time).
     (b) Covenants and Conditions. Sellers shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

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     (c) FCC Consent. Each of the FCC Consents shall have been granted without any conditions materially adverse to Buyer and each shall have become a Final Order, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all Governmental Bodies whose approvals are required by Legal Requirements.
     (d) HSR Act. All applicable waiting periods under the HSR Act shall have expired or terminated.
     (e) Governmental Authorizations. Sellers shall be the holder of all Governmental Authorizations (other than Commission Authorizations) and there shall not have been any modification, revocation, or non-renewal of any Governmental Authorizations (other than Commission Authorizations) that has (or could reasonably be expected to have) a Material Adverse Effect upon the Business.
     (f) Actions. No action, suit, or proceeding shall have been instituted against any of Sellers or against Buyer by, in or before any Governmental Body, and be unresolved, and no Order shall have been issued to restrain, prevent, enjoin, or prohibit, or to obtain substantial damages by reason of the transactions contemplated by this Agreement.
     (g) Consents. All Consents set forth on Schedule 7.1(g) shall have been obtained (or available upon consummation of the Closing).
     (h) Merger Transaction. The Merger Agreement shall not have been terminated and all of the conditions precedent described therein shall have been waived or satisfied, other than the condition precedent set forth in Section 6.1(e) of the Merger Agreement with respect to the consummation of the transactions contemplated by this Agreement.
     (i) Material Adverse Changes. Since December 31, 2004, no changes or events shall have occurred that, individually or in the aggregate, have (or would reasonably be expected to have) a material adverse change to the condition (financial or otherwise), assets, liabilities, results of operations or prospects of the Business, taken as a whole, or any material impediment or delay to Sellers’ ability to effect the Closing or perform its obligations under this Agreement, other than any (i) change, event, circumstance, occurrence, impairment or delay (A) relating to any general, national, international or regional economic or financial conditions generally affecting the commercial radio broadcast industry that does not disproportionately (compared to other radio operations) affect the Business; (B) relating to the radio industry generally due to competition from outside the terrestrial commercial radio broadcast industry that does not disproportionately (compared to other radio operations) affect the Business; (C) resulting from or otherwise attributable to the public announcement of the Transaction or the identity of the Buyer or the public announcement of any other transaction by Buyer; (D) due to, resulting from or otherwise attributable to any violation of the terms of this Agreement by Buyer; or (E) any change, event, circumstance or occurrence described and referred to in Schedule 7.1(i); or (ii) change in a Legal Requirement or accounting standards or interpretations thereof that is of general application.

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     (j) Deliveries. Sellers shall have made or stand willing to make all the deliveries to Buyer described in Section 8.2.
     7.2 Conditions to Obligations of Sellers.
     All obligations of Sellers at the Closing hereunder are subject at Sellers’ option to the fulfillment prior to or at the Closing Date of each of the following conditions:
     (a) Representations and Warranties, All representations and warranties of Buyer contained in this Agreement and any exhibits or schedules hereto, or any certificates or documents delivered in connection with this Agreement shall be true and correct in all material respects, taken as a whole, at and as of the Closing Date as though made at and as of that time (except for representations and warranties that speak as of a specific date or time which need only be true and complete as of such date or time).
     (b) Covenants and Conditions. Buyer shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.
     (c) FCC Consent. Each of the FCC Consents shall have been granted without any conditions materially adverse to Sellers and each shall have become effective, and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been approved by all Governmental Bodies whose approvals are required by Legal Requirements.
     (d) HSR Act. All applicable waiting periods under the HSR Act shall have expired or terminated.
     (e) Merger Transaction. The Merger Agreement shall not have been terminated and all of the conditions precedent described therein shall have been waived or satisfied, other than the condition precedent set forth in Section 6.1(e) of the Merger Agreement with respect to the consummation of the transactions contemplated by this Agreement.
     (f) Deliveries. Buyer shall have made or stand willing to make all the deliveries described in Section 8.3.
SECTION 8
CLOSING AND CLOSING DELIVERIES
     8.1 Closing.
     (a) Closing Date. The Closing under this Agreement (the “Closing”) will take place at a time and on the date selected by Buyer and reasonably acceptable to Sellers that is no later than the thirtieth (30th) calendar day after the conditions set forth in Section 7 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) are satisfied or waived. The Closing shall be effective as of 11:59 p.m. on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by the parties at the Closing shall be deemed to have been taken and executed

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simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. The parties shall use their respective commercially reasonable best efforts to satisfy all conditions to Closing described in Article 7 hereof prior to the grant of the FCC Consents.
     (b) Closing Place. The Closing hereunder shall be held at the offices of Sellers’ counsel at Hunton & Williams LLP, 200 Park Avenue, 52nd Floor, New York, New York 10166.
     8.2 Deliveries by Sellers.
     Prior to or on Closing Date, Sellers shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
     (a) Conveyance Documents. Duly executed deeds in form and quality equivalent to the deeds by which Sellers obtained title, bills of sale, motor vehicle titles, assignments, and other transfer documents that are sufficient to vest good and marketable title to the Assets being transferred at the Closing in the name of Buyer, free and clear of all mortgages, liens, restrictions, encumbrances, claims and obligations except for Permitted Encumbrances;
     (b) Officer’s Certificate. A certificate, dated as of the Closing Date, executed by an officer of Sellers, certifying to the fulfillment of the conditions set forth in Sections 7.1(a) and 7.1(b) hereof.
     (c) Secretary’s Certificates. A certificate, dated as of the Closing Date, executed by the Secretary of each of the Sellers’ directors, partners or members: (i) certifying that the resolutions, as attached to such certificate, were duly adopted by such Sellers’ directors, partners or members, authorizing and approving the execution of this Agreement and the consummation of the transaction contemplated hereby and that such resolutions remain in full force and effect; and (ii) providing, as attachments thereto, the organizational documents of such Seller;
     (d) Consents. A manually executed copy of any instrument evidencing receipt of any Consent which has been received by Sellers which relate to the Stations or, the Assets of which are being transferred at the Closing;
     (e) Good Standing Certificates. To the extent available from the applicable jurisdictions, certificates as to the formation and/or good standing of each Seller issued by the appropriate governmental authorities in the states of organization and each jurisdiction in which such Sellers are qualified to do business, each such certificate (if available) to be dated a date not more than a reasonable number of days prior to the Closing Date;
     (f) Opinions of Counsel. Opinions of Sellers’ corporate counsel and FCC counsel dated as of the Closing Date, opining as to matters included in Schedule 8.2(f) in form and substance reasonably satisfactory to Buyer;
     (g) Escrow Agreement. An executed copy of the Escrow Agreement;
     (h) Assignment and Assumption Agreement. An executed copy of the Assignment and Assumption Agreement;

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     (i) Assignment of Programs. To the extent that any of the Programs used in the operation of the Business are owned or licensed by Affiliates of Sellers, appropriate assignments or sublicenses pursuant to which such Affiliates shall grant Buyer the right to utilize such Programs.
     (j) FIRPTA. An affidavit of each of the Operating Sellers stating, under penalty of perjury, such Seller’s taxpayer identification number and that such Sellers is not a foreign person, in form and substance required by Section 1445(b)(2) of the Code and the Treasury Regulations thereunder; and
     (k) Other Documents. Such other documents reasonably requested by Buyer or its counsel for complete implementation of this Agreement and consummation of the transaction contemplated hereby.
     8.3 Deliveries by Buyer.
     Prior to or on the Closing Date, Buyer shall deliver to Sellers the following, in form and substance reasonably satisfactory to Sellers and their counsel:
     (a) Closing Payment. The delivery of the Closing Payment as described in Section 2.4(a);
     (b) Escrow Deposit. The delivery of the Escrow Amount to the Escrow Agent described in Section 2.4(b);
     (c) Officer’s Certificate. A certificate, dated as of the Closing Date, executed on behalf of an officer of the Buyer, certifying to the fulfillment of the conditions set forth in Sections 7.2(a) and 7.2(b) hereof;
     (d) Secretary’s Certificate. A certificate, dated as of the Closing Date, executed by Buyer’s Secretary: (i) certifying that the resolutions, as attached to such certificate, were duly adopted by Buyer’s members, authorizing and approving the execution of this Agreement and the consummation of the transaction contemplated hereby and that such resolutions remain in full force and effect; and (ii) providing, as an attachment thereto, Buyer’s Certificate of Organization and Operating Agreement;
     (e) Assignment and Assumption Agreement. An executed copy of the Assignment and Assumption Agreement;
     (f) Good Standing Certificates. To the extent available from the applicable jurisdictions, certificates as to the formation and/or good standing of Buyer issued by the appropriate governmental authorities in the State of Delaware and the State of Missouri, each such certificate (if available) to be dated a date not more than a reasonable number of days prior to the Closing Date;
     (g) Opinions of Counsel. Opinions of Buyer’s corporate counsel dated as of the Closing Date, opining as to matters included in Schedule 8.3(g) in form and substance reasonably satisfactory to Sellers;

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     (h) Escrow Agreement. An executed copy of the Escrow Agreement;
     (i) Other Documents, Such other documents reasonably requested by Sellers or their counsel for complete implementation of this Agreement and consummation of the transactions contemplated hereby.
SECTION 9
TERMINATION
     9.1 Termination by Mutual Consent.
     This Agreement may be terminated at any time prior to Closing by the mutual written consent of the parties.
     9.2 Termination by Either Party.
     This Agreement may be terminated by either Buyer or Sellers upon written notice from Buyer or Sellers, as applicable, if
     (a) The Closing shall not have occurred on or before November 1, 2006, so long as the party proposing to terminate has not breached in any material respect any of its representations, warranties, covenants or other obligations under this Agreement in any manner that has proximately contributed to the failure of the Closing to so occur, provided, however, that no party may provide such notice if a delay in any decision by the FCC with respect to the Assignment Applications has been caused or materially contributed by (i) the failure of such party to timely furnish, file or make available to the FCC information within its control, (ii) by the willful furnishing by such party of incorrect, inaccurate or incomplete information to the FCC, or (iii) by any other action or omission which has caused or materially contributed to any delay in the issuance of the FCC’s decision with respect to the Assignment Applications.
     (b) A United States federal or state court of competent jurisdiction or United States federal or state governmental, regulatory or administrative agency or commission shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the Transaction and such Order shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this clause (b) shall have used all reasonable efforts to remove such Order.
     (c) The FCC shall have issued an Order denying the Assignment Applications or designating the Assignment Applications for an oral evidentiary hearing, and such Order shall have become a Final Order.
     If the Acquiror (as defined in the Merger Agreement) exercises its option to extend the termination date of the Merger Agreement pursuant to Section 8.2 of the Merger Agreement, the parties agree that the date referenced in Section 9.2(a) hereof shall be extended to the same date as such extended termination date in the Merger Agreement.

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     9.3 Termination by Sellers.
     This Agreement may be terminated by Seller at any time before the Closing Date upon written notice to Buyer if (y) fifty (50) days after Sellers provides written notice to Buyer that the circumstances described in Section 7.1(i) hereof have occurred by reason of a change or event occurring after the date of this Agreement (“Noticed MAC”), which notice (“MAC Notice”) identifies and describes such change or event, and the actual or reasonably expected effects (including financial or economic effects) thereof, in reasonable detail, unless Buyer agrees in writing within such fifty (50) day period to waive such condition in respect of the identified circumstances to the extent described in the MAC Notice for the purposes (only) of the condition to Closing provided for in Section 7.1(i), which shall not constitute a waiver by Buyer of any other rights or remedies that Buyer may have hereunder by reason of the occurrence of such circumstances or the related failure of such condition, nor shall it constitute a waiver by Buyer of the conditions to Closing provided for in Section 7.1(i) in respect of the Noticed MAC if the actual or reasonably expected effects (including financial or economic effects) thereof are more adverse than as indicated in MAC Notice in respect thereof or (z) Buyer is then in material breach of any representation, warranty, covenant or obligation of Buyer in this Agreement such that an executive officer of Buyer would be unable to deliver the closing certificate to Sellers regarding, respectively, Buyer’s representations and warranties and Buyer’s performance of its obligations as required pursuant to Section 8.3(c), and (i) such breach, condition or circumstance is not curable or, (ii) if curable, such breach, condition or circumstance is not cured within 30 days after written notice thereof is given by Sellers to Buyer.
     9.4 Termination by Buyer.
     This Agreement may be terminated by Buyer at any time before the Closing Date upon written notice to Sellers, if Sellers are then in material breach of any representation, warranty, covenant or obligation in this Agreement such that Sellers would be unable to deliver the closing certificate to Buyer regarding the representations and warranties of Sellers and the performance of the obligations of Sellers as required pursuant to Section 8.2(b), and (i) such breach is not curable or, (ii) if curable, such breach is not cured within 30 days after written notice thereof is given by Buyer to Sellers.
     9.5 Automatic Termination.
     If the Merger Agreement terminates prior to Closing hereunder, this Agreement shall terminate automatically.
     9.6 Rights on Termination.
     Each party’s respective right of termination under this Section 9 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to this Section 9, no party to this Agreement shall have any liability to any other party to this Agreement, and this Agreement shall be deemed null and void and of no further force and effect; provided, however, that, if this Agreement is terminated because of an intentional or willful breach of this Agreement by the nonterminating party or because one or more of the conditions

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to the terminating party’s obligations under this Agreement is not satisfied and the other party has proximately contributed to the failure of the Closing based on an intentional or willful breach of its obligations under this Agreement, the terminating party shall retain all rights and remedies available to it in respect of such termination.
     9.7 Survival.
     Notwithstanding the termination of this Agreement pursuant to this Section 9, the obligations of Buyer and Sellers set forth in Sections, 6.4, 9, 10, and 11 shall survive such termination and the parties hereto shall have any and all rights and remedies to enforce such obligations provided at law or in equity or otherwise (including without limitations, specific performance).
SECTION 10
SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES
     10.1 Survival.
     (a) All of the representations and warranties, and all of the covenants and obligations to the extent such covenants and obligations are to be performed prior to or at Closing, of the parties set forth in this Agreement or any other certificate or document signed by an officer of Sellers delivered or required to be delivered pursuant to this Agreement shall survive the Closing until two (2) years after the Closing Date, except for the representations and warranties contained in (i) Section 3.2(a) (Enforceability; Authority) and Sections 3.9 (a) and (b) (Title) which shall survive the Closing indefinitely; and (ii) Section 3.14 (Taxes) which shall survive until thirty (30) days after the expiration of all relevant statutes of limitation (including extensions thereof). All covenants, agreements and undertakings of the parties contained in this Agreement to be performed after Closing shall survive until fully performed or fulfilled; except that the indemnification obligation of the Sellers in Section 10.2(a)(iv) shall expire four (4) years after the Closing Date. The foregoing survival periods shall in all cases be subject to the provisions of Section 10.1(b) below.
     (b) No action for indemnification, reimbursement or any other remedy pursuant to this Section 10 may be brought with respect to breaches of representations, warranties, covenants or agreements beyond the date upon which the representation, warranty, covenant or agreement survives as provided above; provided, however, that, if, prior to such applicable date, an Indemnified Party shall have notified Sellers or Buyer, as the case may be, in writing of a specific matter or claim for indemnification under this Section 10 (whether or not a suit or other action shall have been commenced in connection with such matter or claim) and such notice identifies the nature of such action with reasonable specificity, such Indemnified Party shall be entitled to be indemnified with respect to such matter or claim in accordance with this Section 10 notwithstanding the passage of such applicable date.
     10.2 Indemnification by Sellers.
     (a) General. Effective from and after the Closing Date and subject to the limitations set forth in this Agreement including, but not limited to, Sections 10.1 and 10.2(b), Sellers, in the manner further specified below, shall jointly and severally indemnify and hold harmless Buyer

51

 

and its respective successors, assigns, stockholders, directors, officers, employees, agents and Related Persons (collectively, the “Buyer Indemnified Parties”) from and against, and shall reimburse the Buyer Indemnified Parties for, any and all Losses, caused by, directly or indirectly resulting from or arising in connection with: (i) any breach of any representation or warranty made by Sellers in this Agreement or any other certificate or document signed by an officer of Sellers delivered or required to be delivered pursuant to this Agreement; (ii) any breach or violation of, or failure to perform, any covenant, agreement, undertaking or obligation of Sellers set forth in this Agreement or any other certificate or document signed by an officer of Sellers delivered or required to be delivered pursuant to this Agreement; (iii) any of the Excluded Liabilities; and (iv) the failure of Sellers to comply with the provisions of any bulk sales law applicable to the transfer of the Assets. Losses of the Buyer Indemnified Parties as to any matter or claim as to which indemnification hereunder may be due shall be reduced by the amount of any such payment in respect thereof received by any such party from the Escrow Account pursuant to the terms of the Escrow Agreement or otherwise to the extent subtracted from the Base Purchase Price when calculating the Closing Payment.
     (b) Limitations on Indemnification.
     (i) Except as provided in clause (iii) below, Sellers shall have no liability for indemnification pursuant to this Section 10 in excess of the Escrow Amount.
     (ii) Except for the matters subject to indemnification which are referenced in clause (iii) below, Sellers shall not be liable for Losses arising in connection with its indemnification obligations pursuant to Section 10.2(a)(i) and 10.2(a)(ii) (excluding indemnification in respect to the covenants in Section 2 hereof, which shall not be subject to the limitations in this Section 10.2(b)(ii)), until the amount of Losses incurred by the Buyer Indemnified Parties exceeds $100,000 in the aggregate. If the aggregate amount of such Losses exceed $100,000, the Sellers shall be liable for all such Losses only to the extent in excess of $100,000.
     (iii) Without regard to any of the limitations provided for in Sections 10.2(b)(i) or 10.2(b)(ii), but subject to the provisions of Section 10.1, Sellers shall be liable for all indemnification obligations under (A) Section 10.2(a)(i) in respect of the representations and warranties in Sections 3.2(a), 3.9(a) and (b) and 3.14, and (B) Sections 10.2(a)(iii) and (iv). Any claim against Sellers made in accordance with the provisions of this Agreement by any Person shall be satisfied solely from the assets owned or held by the Sellers in trust or otherwise and amounts held under the Escrow Agreement, and no trustee, member, stockholder, director, officer or employee of Sellers shall have any personal liability with respect to any such claim.
     10.3 Indemnification by Buyer.
     Buyer hereby agrees that from and after the Closing, they shall, jointly and severally indemnify, defend and hold harmless Sellers, their respective Affiliates and their respective directors, officers, stockholders, partners, members, attorneys, accountants, agents, representatives and employees and their respective heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Parties” and collectively with the Buyer

52

 

Indemnified Parties, the “Indemnified Parties”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from (a) any breach of any representation or warranty made by Buyer in this Agreement or any other certificate or document signed by an officer of Buyer delivered or required to be delivered pursuant to this Agreement, (b) any breach of a covenant or obligation of Buyer contained in this Agreement or any other certificate or document delivered or required to be delivered pursuant to this Agreement, (c) the ownership of the Assets or the operation of the Business following the Closing other than matters covered by the indemnification obligations of Sellers pursuant to Section 10.2, (d) the Assumed Liabilities or (e) (i) any Taxes imposed with respect to the Business or any Asset or any income or gain derived with respect thereto for any taxable period beginning after the Closing Date, (ii) with respect to any taxable period that begins before and ends after the Closing Date, any Taxes imposed with respect to the Business or any Asset or any income or gain derived with respect thereto for the portion of such taxable period that begins after the Closing Date and (iii) with respect to any property tax or other Tax with respect to the Business or any Asset that is a fixed amount without regard to activities during the taxable period and which is due after the Closing Date, the portion of such Tax allocable to the portion of the taxable period that begins after the Closing Date (determined in accordance with Section 6.13(b)).
     10.4 Third Party Claim Indemnification Procedure.
     (a) Upon any Indemnified Party’s receipt of notice of assertion of any claim or demand by a third party against an Indemnified Party for which an indemnifying party (an “Indemnifying Party”) may have liability to any Indemnified Party hereunder (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than twenty (20) days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnifying Party in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then reasonably ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder, except to the extent that such failure materially prejudices the Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to, such Third-Party Claim. The Indemnifying Party shall have twenty (20) days (or such lesser number of days set forth in the Claim Notice as may be required by a Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim; provided, however, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third-Party Claim, or (iii) the Indemnifying Party and the Indemnified Party are both named parties to the Proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them; provided, further, that prior to assuming

53

 

control of such defense, the Indemnifying Party must acknowledge that it would have an indemnity obligation for any Losses resulting from such Third-Party Claim.
     (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim and subject to Section 10.4(a), the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Party has duly assumed the defense of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. In the event the Indemnified Party elects to participate in any such defense, the Indemnifying Party shall not be liable to the Indemnified Party for any fees of counsel or other expenses incurred by the Indemnified Party in connection with the defense of such Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third-Party Claim unless (i) the Indemnifying Party shall have agreed to indemnify and hold the Indemnified Party harmless from and against any and all Losses caused by or arising out of any such settlement or compromise, (ii) such settlement or compromise shall include as an unconditional term thereof the giving by the claimant of a release of the Indemnified Party from all liability with respect to such Third-Party Claim, and (iii) such settlement or compromise involves no relief affecting the Indemnified Party including any adverse tax impact.
     (c) If the Indemnifying Party (i) is not entitled to defend a Third-Party Claim, (ii) elects not to defend the Indemnified Party against a Third-Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (iii) after assuming the defense of a Third-Party Claim, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within 10 days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; provided, however, that the Indemnified Party’s right to indemnification for a Third-Party Claim shall not be adversely affected by assuming the defense of such Third-Party Claim. The Indemnified Party shall not settle a Third-Party Claim for which the Indemnifying Party may have liability hereunder without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
     (d) With respect to any Third-Party Claim subject to indemnification under Section 10: (i) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such other Person is not represented by its own counsel, (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (iii) if Sellers are the Indemnifying Party, Buyer shall, take all actions and do all things necessary or desirable to permit or otherwise enable the Sellers to assume and maintain control of the defense of any Third-Party Claim, including by executing, signing and delivering all instruments, agreements, contracts or other documents necessary or desirable in connection with the foregoing (including, where applicable, powers of attorney or IRS Form 8821 (Tax Information Authorization) or a successor form).

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     10.5 Consequential Damages.
     Notwithstanding anything to the contrary contained in this Agreement, no Person shall be liable under this Agreement for any consequential, punitive, special, incidental or indirect damages, including lost profits, except to the extent awarded by a court of competent jurisdiction in connection with a Third-Party Claim.
     10.6 Payments.
     (a) The amount of any indemnification payable under any of the provisions of this Section 10 shall be (i) net of any income Tax benefit (as determined by the Indemnified Party in reasonably good faith and in accordance with established Tax principles) actually realized by the Indemnified Party in any taxable period that includes the indemnification payment, or in any taxable period immediately succeeding the taxable period that includes the indemnification payment, by reason of the accrual or the payment of the liability giving rise to the indemnification (including, for the avoidance of doubt, any Tax benefit arising in a taxable period beginning after the Closing Date attributable to any adjustment to any Tax related to a taxable period (or portion thereof) ending on or before the Closing Date), and (ii) increased by the amount of any Tax detriment to the Indemnified Party arising out of the accrual or receipt of the indemnification payment (including any amount payable pursuant to this clause (ii)). For purposes of the first sentence of this Section 10.6(a), the amount of any state income Tax benefit or cost shall take into account the federal income Tax effect of such benefit or cost. Also for purposes of this Section 10.6(a), a Tax benefit shall be treated as “actually realized” by any Person at the time at which the amount of Taxes payable by such Person is reduced (by comparing the Taxes payable with and without the Tax benefit) below the amount of Taxes that such Person would be required to pay (or the refund to which such Person is entitled is increased above the refund to which such Person otherwise would have been entitled) but for such incremental Tax benefit. In the event such Tax benefit is subsequently disallowed, the Indemnifying Party shall reimburse the Indemnified Party for the amount of such Tax benefit so disallowed (including interest).
     (b) The Indemnifying Party shall pay all amounts payable pursuant to this Section 10 promptly following receipt from the Indemnified Party of proof reasonably satisfactory to the Indemnifying Party of the Indemnified Party’s right to payment, in an amount equal to the Loss that is the subject of indemnification hereunder, unless the Indemnifying Party in good faith disputes the Loss, in which event it shall so notify the Indemnified Party. In any event, the Indemnifying Party shall pay to the Indemnified Party (i) in the case of a payment by Seller in respect of Sellers’ indemnification obligation pursuant to Section 10.2(a), by wire transfer of immediately available funds from the Escrow Account pursuant to the Escrow Agreement to an account designated by Buyer, and otherwise at the election of Buyer either by wire transfer directly from Sellers or from the Escrow Account as aforesaid, and (ii) in the case of a payment by Buyer, by wire transfer of immediately available funds to an account designated by Sellers, in each case in an amount equal to the amount of any loss for which it is liable hereunder no later than three (3) days following any final determination of such loss and the Indemnifying Party’s liability therefor. A “final determination” shall exist when (A) the parties to the dispute have reached an agreement in writing, (B) a court of competent jurisdiction shall have entered a final

55

 

and nonappealable order, or (C) an arbitration or like panel shall have rendered a final nonappealable determination with respect to disputes the parties have agreed to submit thereto.
     10.7 Characterization of Indemnification Payments.
     All payments made to a Claimant in respect of any claim pursuant to this Section 10 shall be treated as adjustments to the Purchase Price for all income Tax purposes. The parties agree to treat, and to cause their respective Affiliates to treat, any such payments in the foregoing manner, for all income Tax purposes (unless otherwise required by applicable income Tax Legal Requirement).
     10.8 Remedies.
     From and after the Closing, the rights and remedies of Sellers and Buyer under this Section 10 shall be exclusive and in lieu of any and all other rights and remedies that Seller and Buyer may have under this Agreement or otherwise against each other with respect to the transaction for monetary relief with respect to (a) any breach of any representation or warranty or any failure to perform any covenant or obligation set forth in this Agreement and (b) the Excluded Liabilities, and Buyer and Sellers each expressly waive any and all other rights or causes of action it or its Affiliates may have against the other party or its Affiliates for monetary relief now or in the future under any Legal Requirement with respect to the transactions contemplated by this Agreement.
SECTION 11
MISCELLANEOUS
     11.1 Fees and Expenses.
     (a) Buyer and Sellers shall each pay one-half of any fees charged by the FCC in connection with obtaining the FCC Consents.
     (b) Except as otherwise provided in this Agreement, each party shall pay its own expenses incurred in connection with the authorization, preparation, execution and performance of this Agreement, including all fees and expenses of counsel, accountants, agents and representatives, and each party shall be responsible for all fees or commissions payable to any finder, broker, advisor, or similar Person retained by or on behalf of such party.
     11.2 Notices.
     All notices, demands and requests required or permitted to be given under the provisions of this Agreement shall be (a) in writing, (b) sent by telecopy (with receipt personally confirmed by telephone), delivered by personal delivery, or sent by commercial delivery service or certified mail, return receipt requested, (c) deemed to have been given on the date telecopied with receipt confirmed, the date of personal delivery, or the date set forth in the records of the delivery service or on the return receipt, and (d) addressed as follows:

56

 

     
To Buyer:
  With copies to:
CMP KC Corp.
  Jones Day
3535 Piedmont Road, Building 14, 14th Floor
  1420 Peachtree Street NE, Suite 800
Atlanta, Georgia 30305
  Atlanta, Georgia 30309
Attention: Lewis W. Dickey, Jr.
  Attention: John E. Zamer, Esq.
Telephone: (404) 260-6600
  Telephone: (404) 581-8266
Telecopy: (404) 243-0742
  Telecopy: (404) 581-8330
 
    
To Sellers:
  With copies to:
 
    
Susquehanna Media Co.
  Hunton & Williams LLP
140 East Market Street
  One Bank of America Plaza, Suite 1400
York, Pennsylvania 17401
  421 Fayetteville Street Mall
Attention: Craig W. Bremer, Esq.
  Raleigh, North Carolina 27601
Telephone: (717) 852-2305
  Attention: Timothy S. Goettel, Esq.
Telecopy: (717) 771-1440
  Telephone: (919) 899-3094
 
  Telecopy: (919) 899-3222
or to any other or additional persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 11.2.
     11.3 Benefit and Binding Effect.
     (a) No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party; provided, that Buyer shall have the right to assign all or any portion of its rights under this Agreement to (i) any Affiliate or Related Person to Buyer, or (ii) any lender or any agent for such lender(s) for collateral purposes only; provided, that no such assignment shall relieve Buyer of its obligations hereunder. Notwithstanding the foregoing, Sellers shall have the right to assign all or a portion of their rights and delegate any of their obligations under this Agreement to any entity wholly controlled or owned by the Existing Stockholders; provided, that no such delegation shall relieve Sellers of their obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No Person, other than the parties hereto, is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties hereto, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties hereto or their respective successors and assigns as permitted hereunder. Other than as expressly set forth in this Section 11.3(a), no party may assign or transfer all or any portion of its rights under this Agreement without the prior written consent of the parties hereto.
     11.4 Further Assurances.
     The parties shall take any actions and execute any other documents that may be necessary or desirable to the implementation and consummation of this Agreement.

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     11.5 Governing Law; Jurisdiction; Service of Process.
     (a) THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).
     (b) Any proceeding arising out of or relating to this Agreement may be brought in the courts of the State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court and agrees not to bring any proceeding arising out of or relating to this Agreement in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any proceeding referred to in the first sentence of this section may be served on any party anywhere in the world.
     11.6 Waiver of Jury Trial.
     EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
     11.7 Entire Agreement.
     This Agreement, the Schedules hereto, and all documents, certificates and other documents to be delivered by the parties pursuant hereto, collectively, represent the entire understanding and agreement between Buyer and Sellers with respect to the subject matter of this Agreement. This Agreement supersedes all prior negotiations between the parties and cannot be amended, supplemented, or changed except by an agreement in writing duly executed by each of the parties hereto.
     11.8 Waiver of Compliance; Consents.
     Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 11.7.

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     11.9 Severability.
     If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
     11.10 Drafting.
     No party shall be deemed to have drafted this Agreement but rather this Agreement is a collaborative effort of the undersigned parties and their attorneys.
     11.11 Headings.
     The headings of the sections and subsections contained in this Agreement are inserted for convenience only and do not form a part or affect the meaning, construction or scope thereof.
     11.12 Counterparts.
     This Agreement may be signed in two or more counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
     11.13 Use of Terms.
     Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. The use of the words “include” or “including” in this Agreement shall be by way of example rather than by limitation. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof. Unless otherwise indicated, reference in this Agreement to a “Section” or “Article” means a Section or Article, as applicable, of this Agreement. When used in this Agreement, words such as “herein”, “hereinafter”, “hereof”, “hereto”, and “hereunder” shall refer to this Agreement as a whole, unless the context clearly requires otherwise. The use of the words “or,” “either” and “any” shall not be exclusive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
     11.14 Schedules.
     The Schedules referred to in this Agreement are the Schedules that have been delivered on or before the date hereof to Buyer and Sellers, attached to officer’s certificates from the party responsible for delivering such Schedules under this Agreement.
[Signatures Begin on Following Page]

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     IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized officers of Buyer and Sellers as of the date first written above.
                     
Buyer:       Sellers:    
 
                    
CMP KC Corp.       1051FM, LLC    
 
                    
            By: Susquehanna Kansas City Partnership, its Sole Member
 
                    
            By: Susquehanna Radio Corp, its General Partner
 
                    
By:
  /s/ Lewis W. Dickey, Jr.       By:   /s/ John L. Finlayson    
 
 
 
          
 
    
Name:
  Lewis W. Dickey, Jr.       Name:   John L. Finlayson    
 
 
 
                
Title:
  Chairman, President and       Title:   Vice President    
 
 
 
          
 
    
 
  Cheif Executive Officer                
 
 
 
          
 
    
 
                    
            SUSQUEHANNA KANSAS CITY PARTNERSHIP    
 
                    
            By: Susquehanna Radio Corp, its General Partner
 
                    
 
          By:   /s/ John L/ Finlayson    
 
                   
 
          Name:   John L. Finlayson    
 
          Title:   Vice President    
 
                    
            SUSQUEHANNA RADIO CORP.    
 
                    
 
          By:   /s/ John L. Finlayson    
 
                   
 
          Name:   John L. Finlayson    
 
          Title:   Vice President    
Signature Page to Asset Purchase Agreement
S-1

 

 

EXHIBIT 2.6
Form of Assignment and Assumption Agreement
See attached
A-1

 

 

EXHIBIT 2.9
Form of Escrow Agreement
     See attached
B-1

 

EX-12.1 89 g05435exv12w1.htm EX-12.1 COMPUTATION OF RATIOS EX-12.1 COMPUTATION OF RATIOS
 

Exhibit 12.1
CMP Susquehanna Radio Holdings Corp.
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Thousands)
                                                                       
    SPC       Radio Holdings       SPC       Radio Holdings
    Years ended December 31,                                                    
                            January 1, 2006 to       May 05, 2006 to     Pro forma Year Ended       Three Months Ended       Three Months Ended  
    2003     2004     2005     May 04, 2006       December 31, 2006     December 31, 2006       March 31, 2006       March 31, 2007  
Fixed Charges:
                                             (Unaudited)   (Unaudited)       (Unaudited)  
Interest expense
   $ 18,820     $  19,841     $  17,141     $  4,441       $  51,747     $  76,915       $  4,283       $  18,648  
Amortization of loan fees
     —       —       —       197         2,314       3,454         183         860  
Estimated interest within rental expense
     1,238       1,275       1,325       467         933       1,400         233         331  
                       
Total fixed charges
     20,058       21,116       18,466       5,105         54,994       81,769         4,699         19,839  
 
                                                                      
Earnings (Loss):
                                                                      
Income (loss) from continuing operations before income taxes
     36,622       42,941       30,095       (42,616 )       (26,788 )     (39,410 )       (1,337 )       (4,180 )
add Fixed Charges
     20,058       21,116       18,466       5,105         54,994       81,769         4,699         19,839  
                       
Total earnings (loss)
     56,680       64,057       48,561       (37,511 )       28,206       42,359         3,362         15,659  
 
                                                                      
Ratio
     2.83       3.03       2.63       N/A         N/A       N/A         N/A         N/A  
Coverage deficiency
     N/A       N/A       N/A     $  (42,616 )     $  (26,788 )   $  (39,410 )     $  (1,337 )     $  (4,180 )

EX-21.1 90 g05435exv21w1.htm EX-21.1 SUBSIDIARIES EX-21.1 SUBSIDIARIES

 

EXHIBIT 21.1
SUBSIDIARIES OF CMP SUSQUEHANNA RADIO HOLDINGS CORP.
     
Exact Name of Registrant as   State of Incorporation
Specified in its Charter   or Organization
CMP Susquehanna Corp.
  Delaware
CMP KC Corp.
  Delaware
CMP Houston-KC, LLC
  Delaware
Susquehanna Pfaltzgraff Co.
  Delaware
Susquehanna Media Co.
  Delaware
Susquehanna Radio Corp.
  Pennsylvania
Susquehanna Radio Services, Inc.
  Pennsylvania
Sunnyside Communications, Inc.
  Indiana
WSBA Lico, Inc.
  Nevada
Radio San Francisco, Inc.
  California
WVAE Lico, Inc.
  Nevada
Susquehanna License Co., LLC
  Pennsylvania
WNNX Lico, Inc.
  Nevada
Radio Metroplex, Inc.
  Nevada
Radio Cincinnati, Inc.
  Ohio
KRBE Broadcasting, Inc.
  Nevada
Radio Indianapolis, Inc.
  Indiana
Bay Area Radio Corp.
  Delaware
Indianapolis Radio License Co.
  Indiana
KLIF Broadcasting, Inc.
  Nevada
Texas Star Radio, Inc.
  Texas
S.C.I. Broadcasting, Inc.
  Indiana
KFFG Lico, Inc.
  Nevada
KPLX Lico, Inc.
  Nevada
KPLX Limited Partnership
  Texas
KPLX Radio, Inc.
  Texas
WRRM Lico, Inc.
  Nevada
WFMS Lico, Inc.
  Nevada
KNBR, Inc.
  Delaware
Indy Lico, Inc.
  Nevada
KRBE Lico, Inc.
  Nevada
KNBR Lico, Inc.
  Nevada
KLIF Lico, Inc.
  Nevada
KLIF Radio, Inc.
  Texas
KRBE Limited Partnership
  Texas
KRBE Radio, Inc.
  Texas
KLIF Broadcasting Limited Partnership
  Texas

EX-23.2 91 g05435exv23w2.htm EX-23.2 CONSENT OF KPMG EX-23.2 CONSENT OF KPMG
 

Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
Board of Directors
CMP Susquehanna Radio Holdings Corp.:
We consent to the use of our report dated April 30, 2007, with respect to the consolidated balance sheet of CMP Susquehanna Radio Holdings Corp. and subsidiaries as of December 31, 2006 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the period from May 5, 2006 (date of inception) through December 31, 2006, and the related financial statement schedule, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
         
     
  /s/ KPMG LLP    
 
Atlanta, GA
June 5, 2007

 

 

Consent of Independent Auditors
Board of Directors
CMP Susquehanna Radio Holdings Corp. (formerly Susquehanna Pfaltzgraff Co., the Predecessor):
     We consent to the use of our report dated February 23, 2007, with respect to the consolidated balance sheet of Susquehanna Pfaltzgraff Co. and subsidiaries as of December 31, 2005 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the period from January 1, 2006 through May 4, 2006 and the years ended December 31, 2005 and 2004, and the related financial statement schedule, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
         
     
  /s/ KPMG LLP    
     
Harrisburg, PA
June 5, 2007

 

EX-25.1 92 g05435exv25w1.htm EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY EX-25.1 FORM T-1 STATEMENT OF ELIGIBILITY
 

EXHIBIT 25.1
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
     
A National Banking Association   94-1347393
(Jurisdiction of incorporation or   (I.R.S. Employer
organization if not a U.S. national
bank) 		  Identification No.)
     
101 North Phillips Avenue    
Sioux Falls, South Dakota   57104
(Address of principal executive offices)   (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
 
CMP SUSQUEHANNA CORP.
(Exact name of obligor as specified in its charter)
     
Delaware   20-4531045
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
3535 Piedmont Road    
Building 14, 14th Floor    
Atlanta, GA   30305
(Address of principal executive offices)   (Zip code)
 
9 7/8% Senior Subordinated Notes due 2014
(Title of the indenture securities)
 
 

 

 

Item 1. General Information. Furnish the following information as to the trustee:
  (a)   Name and address of each examining or supervising authority to which it is subject.
 
      Comptroller of the Currency
Treasury Department
Washington, D.C.
 
      Federal Deposit Insurance Corporation
Washington, D.C.
 
      Federal Reserve Bank of San Francisco
San Francisco, California 94120
 
  (b)   Whether it is authorized to exercise corporate trust powers.
 
      The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
      None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
     
Exhibit 1.
  A copy of the Articles of Association of the trustee now in effect.*
 
    
Exhibit 2.
  A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
 
    
Exhibit 3.
  See Exhibit 2
 
    
Exhibit 4.
  Copy of By-laws of the trustee as now in effect.***
 
    
Exhibit 5.
  Not applicable.
 
    
Exhibit 6.
  The consent of the trustee required by Section 321(b) of the Act.
 
    
Exhibit 7.
  A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
 
    
Exhibit 8.
  Not applicable.
 
    
Exhibit 9.
  Not applicable.

 

 

 
     
*   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
 
**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
 
***   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

 

 

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 25th day of April 2007.
         
 
  WELLS FARGO BANK, NATIONAL ASSOCIATION    
 
        
 
  /S/ Lynn Steiner
 
Lynn Steiner 		   
 
  Vice President    

 

 

EXHIBIT 6
4/25/2007
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
         
 
  Very truly yours,    
 
        
 
  WELLS FARGO BANK, NATIONAL ASSOCIATION    
 
        
 
  /S/ Lynn Steiner
 
Lynn Steiner 		   
 
  Vice President    

 

 

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2006, filed in accordance with 12 U.S.C. §161 for National Banks.
                 
            Dollar Amounts  
            In Millions  
ASSETS
                
Cash and balances due from depository institutions:
                
Noninterest-bearing balances and currency and coin
           $ 15,071  
Interest-bearing balances
             1,332  
Securities:
                
Held-to-maturity securities
             0  
Available-for-sale securities
             37,720  
Federal funds sold and securities purchased under agreements to resell:
                
Federal funds sold in domestic offices
             4,141  
Securities purchased under agreements to resell
             1,130  
Loans and lease financing receivables:
                
Loans and leases held for sale
             33,751  
Loans and leases, net of unearned income
     252,936          
LESS: Allowance for loan and lease losses
     2,088          
Loans and leases, net of unearned income and allowance
             250,848  
Trading Assets
             3,060  
Premises and fixed assets (including capitalized leases)
             4,045  
Other real estate owned
             557  
Investments in unconsolidated subsidiaries and associated companies
             419  
Intangible assets
                
Goodwill
             8,995  
Other intangible assets
             18,458  
Other assets
             19,144  
 
                
 
              
Total assets
           $ 398,671  
 
              
 
                
LIABILITIES
                
Deposits:
                
In domestic offices
           $ 272,350  
Noninterest-bearing
     76,347          
Interest-bearing
     196,003          
In foreign offices, Edge and Agreement subsidiaries, and IBFs
             39,196  
Noninterest-bearing
     12          
Interest-bearing
     39,184          
Federal funds purchased and securities sold under agreements to repurchase:
                
Federal funds purchased in domestic offices
             4,271  
Securities sold under agreements to repurchase
             5,631  

 

 

         
    Dollar Amounts  
    In Millions  
Trading liabilities
     2,145  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     7,119  
Subordinated notes and debentures
     10,164  
Other liabilities
     17,464  
 
        
 
      
Total liabilities
   $ 358,340  
 
        
Minority interest in consolidated subsidiaries
     61  
 
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     520  
Surplus (exclude all surplus related to preferred stock)
     24,751  
Retained earnings
     14,549  
Accumulated other comprehensive income
     450  
Other equity capital components
     0  
 
        
 
      
Total equity capital
     40,270  
 
        
 
      
Total liabilities, minority interest, and equity capital
   $ 398,671  
 
      
I, Karen B. Nelson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.
Karen B. Nelson
Vice President
We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
     
Avid Modijtabai
John Stumpf
Carrie Tolstedt
  Directors

 

EX-99.1 93 g05435exv99w1.htm EX-99.1 FORM OF LETTER OF TRANSMITTAL EX-99.1 FORM OF LETTER OF TRANSMITTAL
 

Exhibit 99.1
 
LETTER OF TRANSMITTAL
 
OFFER TO EXCHANGE
 
$250,000,000 AGGREGATE PRINCIPAL AMOUNT OF
97/8% SENIOR SUBORDINATED NOTES DUE 2014,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
97/8% SENIOR SUBORDINATED NOTES DUE 2014
 
OF
 
CMP SUSQUEHANNA CORP.
 
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON          , 2007 (THE “EXPIRATION DATE”), UNLESS EXTENDED.
 
Deliver to:
 
WELLS FARGO BANK, NATIONAL ASSOCIATION, EXCHANGE AGENT
 
         
By registered mail or certified mail:   By regular mail or overnight courier:   By Hand:
         
Wells Fargo Bank, N.A
  Wells Fargo Bank, N.A.   Wells Fargo Bank, N.A.
MAC — N9303-121
  MAC — N9303-121   Northstar East Building
Corporate Trust Operations   Corporate Trust Operations   12th floor
P.O. Box 1517
  Sixth & Marquette Avenue   Corporate Trust Services
Minneapolis, MN 55480-1517   Minneapolis, MN 55479   608 Second Avenue South
Attn.: Reorg   Attn.: Reorg   Minneapolis, MN 55402
Attn.: Reorg
 
Facsimile (eligible institutions only): (612) 667-4927
Telephone Inquiries: (800) 344-5128
 
Delivery of this Letter of Transmittal (as defined below) to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
 
The undersigned acknowledges receipt of the Prospectus dated          , 2007 (the “Prospectus”) of CMP Susquehanna Corp. (the “Company”), and this Letter of Transmittal for the Notes (the “Letter of Transmittal”), which together describe the Company’s offer (the “Exchange Offer”) to exchange up to $250,000,000 aggregate principal amount of our 97/8% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for a like aggregate principal amount of the outstanding 97/8% Senior Subordinated Notes due 2014 (the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) from the holders thereof.
 
The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus).
 
Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
 
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

 

 
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
 
PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL
AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
 
List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.
 
                               

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
            Aggregate Principal
 		     
            Amount of
 		    Principal
Name(s) and
 		          Outstanding
 		    Amount of
Address(es) of
 		          Notes
 		    Outstanding
Registered Holders(s)
 		    Certificate
 		    Represented by
 		    Notes
(Please Complete, if Blank)     Number(s)*     Certificate(s)     Tendered**
                               
                               
                               
                               
                               
                               
                  Total            
* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 2.
                               
 
Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.
 
Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company (“DTC”).
 
If you need more space, list the certificate numbers and principal amount of Outstanding Notes on a separate schedule, sign the schedule and attach it to the Letter of Transmittal.


2

 

 
o  CHECK HERE IF OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO THIS LETTER OF TRANSMITTAL.
 
o  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
 
 
Name of Registered Holder(s): 
 
 
Name of Eligible Guarantor Institution that Guaranteed Delivery for the Notes: 
 
 
Date of Execution of Notice of Guaranteed Delivery for the Notes: 
 
 
 
If delivered by Book-Entry Transfer:
 
 
Name of Tendering Institution: 
 
 
Account Number: 
 
 
Transaction Code Number: 
 
 
o  CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OR TRANSMITTAL:
 
Name: 
 
 
Address: 
 
 
o  CHECK HERE EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
 
Name: 
 
 
Address: 
 
 
o  CHECK HERE IF YOU ARE A DEALER-BROKER WHO ACQUIRED OUTSTANDING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
 
Name: 
 
 
Address: 
 
 
If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.


3

 

 
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
Ladies and Gentlemen:
 
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.
 
The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under a Registration Rights Agreement, dated May 5, 2006, among CMP Susquehanna Corp., the Guarantors party thereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., UBS Securities LLC, Goldman, Sachs & Co. and Banc of America Securities LLC (the “Registration Rights Agreement”), and that the Company shall have no further obligations or liabilities thereunder, except in certain limited circumstances. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned agrees to all terms of the Exchange Offer.
 
The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under “The Exchange Offer — Conditions to the Exchange Offer” occur.
 
The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company’s acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Outstanding Notes.
 
By tendering shares of Outstanding Notes and executing this Transmittal Letter, the undersigned represents that Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, that the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange Notes, that the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act and that if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.


4

 

 
Any holder of Outstanding Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in Morgan Stanley & Co., Inc. (available June 5, 1991), Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, or similar no-action letters, and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.
 
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Transmittal Letter. Except as stated in the Prospectus, this tender is irrevocable.
 
Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.
 
The undersigned, by completing the box entitled “Description of Outstanding Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.


5

 

 
TENDERING HOLDERS SIGN HERE
(Complete accompanying substitute Form W-9)
 
Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Outstanding Notes hereby tendered or in whose name Outstanding Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.
 
 
Signature(s) of Registered Holder(s)
 
 
Date: 
 
Name(s) (please print): 
 
 
Capacity (full title): 
 
 
 
Address: 
 
(Include Zip Code)
 
 
Daytime Area Code and Telephone Number(s): 
 
 
Taxpayer Identification No(s): 
 
GUARANTEE OF SIGNATURE(S)
(If Required — See Instruction 3)
 
Authorized Signature: 
 
 
Date: 
 
 
Name: 
 
 
Title: 
 
 
Name of Firm: 
 
 
Address of Firm: 
(Include Zip Code)
 
Area Code and Telephone Number: 
 


6

 

 
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
 
To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.
 
Issue: o  Outstanding Notes Not Tendered To:
 
    o   Exchange Notes to:
 
Name 
(Please Print)
 
Address 
 
 
(Include Zip Code)
 
Daytime Area Code and Telephone No.
 
 
Taxpayer Identification No. or Social Security No.
 
 
 
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
 
To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.
 
Mail: o  Outstanding Notes Not Tendered To:
 
o  Exchange Notes to:
 
Name 
(Please Print)
 
 
Address 
 
 
(Include Zip Code)
 
Daytime Area Code and Telephone No.
 
 
Taxpayer Identification No. or Social Security No.
 


7

 

INSTRUCTIONS
 
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
 
1.   Delivery of this Letter of Transmittal for the Outstanding Notes and Certificates; Guaranteed Delivery Procedures.
 
A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Transmittal Letter or a facsimile hereof (all references in the Prospectus to the Transmittal Letter shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Transmittal Letter, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.
 
Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Transmittal Letter, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Transmittal Letter (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Transmittal Letter to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Transmittal Letter by the participant identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.
 
The method of delivery of this Transmittal Letter, the Outstanding Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Outstanding Notes or Letters of Transmittal should be sent to the Company.
 
Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at a book-entry transfer facility) as well as this Transmittal Letter and all other documents required by this Transmittal Letter, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.
 
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Transmittal Letter (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.
 
2.   Partial Tenders; Withdrawals.
 
If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled “Description


8

 

of Outstanding Notes Tendered Herewith.” A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder promptly after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.
 
If not yet accepted due to failure to meet any condition of the Exchange Offer, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.
 
To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Transmittal Letter (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.
 
Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offers — Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.
 
3.   Signature on this Transmittal Letter; Written Instruments and Endorsements; Guarantee of Signatures.
 
If this Transmittal Letter is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.
 
If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Transmittal Letter.
 
If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Transmittal Letter as there are different registrations of Outstanding Notes.
 
When this Transmittal Letter is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.
 
If this Transmittal Letter is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.
 
If this Transmittal Letter, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or


9

 

representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.
 
Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.
 
Signatures on this Transmittal Letter must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Transmittal Letter; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Transmittal Letter or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Outstanding Notes are registered in the name of a person other than the signer of this Transmittal Letter, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.
 
4.   Special Issuance and Delivery Instructions.
 
Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Transmittal Letter. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.
 
5.   Transfer Taxes.
 
The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.
 
6.   Waiver of Conditions.
 
The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.
 
7.   Mutilated, Lost, Stolen or Destroyed Securities.
 
Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.
 
8.   Substitute Form W-9
 
Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer identification number (“TIN”) (e.g., the holder’s Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under “Important Tax Information” below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is


10

 

checked and a TIN is not provided by the time any payment is made in connection with the Outstanding Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.
 
9.   Requests for Assistance or Additional Copies.
 
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Transmittal Letter, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Transmittal Letter, may be directed to the Exchange Agent at the address and telephone number indicated above.
 
IMPORTANT:  This Transmittal Letter or a facsimile or copy thereof (together with certificates of Outstanding Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.


11

 

IMPORTANT TAX INFORMATION
 
Under U.S. federal income tax law, a holder of Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides Wells Fargo, N.A., as Paying Agent (the “Paying Agent”), through the Exchange Agent, with either (i) such holder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder’s social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.
 
Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for more instructions.
 
If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.
 
The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.
 
The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” for additional guidance on which number to report.


12

 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
 
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU) TO GIVE THE PAYER. — Social Security Numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer Identification Numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. All “Section” references are the Internal Revenue Code of 1986, as amended. The “IRS” is the Internal Revenue Service.
 
 
         
    Give the
    SOCIAL SECURITY
For this type of account:   Number of —
 
1.
  An individual’s account   The individual
2.
  Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account(1)
3.
  Custodian account of a minor (Uniform Gift to Minors Act)   The minor(2)
4.
 
a The usual revocable savings trust account (grantor is also trustee)
  The grantor-trustee(1)
   
b So-called trust account that is not a legal or valid trust under state law
  The actual owner(1)
         
5.
  Sole proprietorship account   The owner(3)
         
 
         
    Give the
    EMPLOYER IDENTIFICATION
For this type of account:   Number of —
 
 6.
  A valid trust, estate, or pension trust   The legal entity(4)
 7.
  Corporate account   The corporation
 8.
  Association, club, religious, charitable, educational or other tax-exempt organization account   The organization
 9.
  Partnership   The partnership
10.
  Association, club or other tax exempt organization   The organization
11.
  A broker or registered nominee   The broker or nominee
12.
  Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments   The public entity
(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security Number, that person’s number must be furnished.
 
(2) Circle the minor’s name and furnish the minor’s Social Security Number.
 
(3) You must show your individual name, but you may also enter your business or “doing business as” name. You may use your Social Security Number or Employer Identification Number.
 
(4) List first and circle the name of the legal trust, estate or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.
 
NOTE:   If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.


13

 

 
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
 
Obtaining a Number
 
If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.
 
Payees Exempt from Backup Withholding
 
Payees specifically exempted from withholding include:
 
•  An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).
 
•  The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.
 
•  An international organization or any agency or instrumentality thereof.
 
•  A foreign government and any political subdivision, agency or instrumentality thereof.
 
Payees that may be exempt from backup withholding include:
 
•  A corporation.
 
•  A financial institution.
 
•  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
 
•  A real estate investment trust.
 
•  A common trust fund operated by a bank under Section 584(a).
 
•  An entity registered at all times during the tax year under the Investment Company Act of 1940.
 
•  A middleman known in the investment community as a nominee or custodian.
 
•  A futures commission merchant registered with the Commodity Futures Trading Commission.
 
•  A foreign central bank of issue.
 
Payments of dividends and patronage dividends generally exempt from backup withholding include:
 
•  Payments to nonresident aliens subject to withholding under Section 1441.
 
•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
 
•  Payments of patronage dividends not paid in money.
 
•  Payments made by certain foreign organizations.
 
•  Section 404(k) payments made by an ESOP.
 
Payments of interest generally exempt from backup withholding include:
 
•  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.
 
•  Payments of tax-exempt interest (including exempt-interest dividends under Section 852).
 
•  Payments described in Section 6049(b)(5) to nonresident aliens.
 
•  Payments on tax-free covenant bonds under Section 1451.
 
•  Payments made by certain foreign organizations.
 
•  Mortgage interest paid to you.
 
Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.
 
Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
 
Privacy Act Notice. — Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.
 
Penalties
 
(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
 
(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
 
(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
 
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

 

 
             
PAYER’S NAME: CMP Susquehanna Corp.

SUBSTITUTE
FORM W-9

Department of the Treasury
Internal Revenue Service
    Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.    

Name

Social Security Number

OR

Employer Identification Number
             
Payer’s Request for Taxpayer Identification Number (TIN)
         


Part 3 —
Awaiting TIN o
             
      Part 2 — Certification — Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
             
      CERTIFICATE INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
             
      The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Sign Here

SIGNATURE _ _
DATE _ _
 
           
 
NOTE:   FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
 
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
 
 
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.
 
SIGNATURE _ _     DATE _ _, _ _

EX-99.2 94 g05435exv99w2.htm EX-99.2 FORM OF LETTER TO BROKERS DEALERS EX-99.2 FORM OF LETTER TO BROKERS DEALERS
 

 
Exhibit 99.2
 
CMP SUSQUEHANNA CORP.

OFFER TO EXCHANGE

$250,000,000 AGGREGATE PRINCIPAL AMOUNT OF
97/8% SENIOR SUBORDINATED NOTES DUE 2014,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
97/8% SENIOR SUBORDINATED NOTES DUE 2014
 
          , 2007
 
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
 
As described in the enclosed Prospectus, dated          , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), CMP Susquehanna Corp. (the “Company”), its parent, CMP Susquehanna Radio Holdings Corp. (the “Parent”), and certain subsidiaries of the Company (collectively with the Parent, the “Guarantors”) are offering to exchange (the “Exchange Offer”) up to $250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for a like aggregate principal amount of the outstanding 97/8% Senior Subordinated Notes due 2014 (the “Outstanding Notes”) upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal for the Outstanding Notes. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
 
WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE
 
Enclosed are copies of the following documents:
 
1. The Prospectus;
 
2. The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);
 
3. A form of Notice of Guaranteed Delivery; and
 
4. A form of letter, including a Letter of Instructions, which you may use to correspond with your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction regarding the Exchange Offer.

 

 
Your prompt action is requested. Please note that the Exchange Offer will expire at 12:00 a.m. midnight, New York City time, on          , 2007 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offer.
 
To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of Wells Fargo Bank, National Association (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.
 
The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.
 
If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.
 
Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.
 
Very truly yours,
 
WELLS FARGO BANK, N.A.
 
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.


2

EX-99.3 95 g05435exv99w3.htm EX-99.3 FORM OF LETTER TO CLIENTS EX-99.3 FORM OF LETTER TO CLIENTS
 

Exhibit 99.3
 
CMP SUSQUEHANNA CORP.

OFFER TO EXCHANGE

$250,000,000 AGGREGATE PRINCIPAL AMOUNT OF
97/8% SENIOR SUBORDINATED NOTES DUE 2014,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
97/8% SENIOR SUBORDINATED NOTES DUE 2014
 
 
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. MIDNIGHT, NEW YORK CITY TIME, ON          , 2007 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 A.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 
To Our Clients:
 
Enclosed for your consideration are a Prospectus, dated          , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by CMP Susquehanna Corp. (the “Company”), its parent, CMP Susquehanna Radio Holdings Corp. (the “Parent”), and certain subsidiaries of the Company (collectively with the Parent, the “Guarantors”) to exchange up to $250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all outstanding 97/8% Senior Subordinated Notes due 2014 (the “Outstanding Notes”) upon the terms and subject to the conditions of the enclosed Prospectus and the enclosed Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
 
The enclosed materials are being forwarded to you as the beneficial owner of the Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.
 
Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal. If you wish to have us tender any or all of your Outstanding Notes, please so instruct us by completing, signing and returning to us the “Instructions to Registered Holder from Beneficial Owner” form that appears below. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us as to whether or not to tender your Outstanding Notes.
 
The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.
 
If we do not receive written instructions in accordance with the below and the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

 

 
INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER
 
The undersigned beneficial owner acknowledges receipt of your letter and the accompanying Prospectus dated          , 2007 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by CMP Susquehanna Corp. (the “Company”) and certain subsidiaries of the Company (the “Guarantors”) to exchange up to $250,000,000 aggregate principal amount of 97/8% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”) for any and all outstanding 97/8% Senior Subordinated Notes due 2014 (the “Outstanding Notes” and together with the Exchange Notes, the “Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used by not defined herein have the meanings ascribed to them in the Prospectus.
 
This will instruct you, the registered holder, to tender the principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.
 
     
Principal Amount Held for
Account Holder(s) 		  Principal Amount to be Tendered*
 
 
 
 
 
 
* Unless otherwise indicated, the entire principal amount held for the account of the undersigned will be tendered.
 
If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that the undersigned (i) is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or the Guarantors, (ii) is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of Exchange Notes, (iii) is acquiring the Exchange Notes in the ordinary course of its business and (iv) is not a broker-dealer tendering Outstanding Notes acquired for its own account directly from the Company. If a holder of the Outstanding Notes is an affiliate of the Company or the Guarantors, is not acquiring the Exchange Notes in the ordinary course of its business, is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission relating to exemptions from the registration and prospectus delivery requirements of the Securities Act and must comply with such requirements in connection with any secondary resale transaction.


2

 

 
SIGN HERE
 
Dated: _ _
 
Signature(s): _ _
 
Print Name(s): _ _
 
Address (please include zip code): _ __ _
 
Telephone Number (with area code): _ _
 
Taxpayer Identification or Social Security Number: _ _
 
My Account Number with You: _ _


3

EX-99.4 96 g05435exv99w4.htm EX-99.4 FORM OF NOTICE OF GUARANTEED DELIVERY EX-99.4 FORM OF NOTICE OF GUARANTEED DELIVERY
 

 
Exhibit 99.4
NOTICE OF GUARANTEED DELIVERY
CMP SUSQUEHANNA CORP.
OFFER TO EXCHANGE
 
$250,000,000 AGGREGATE PRINCIPAL AMOUNT OF
97/8% SENIOR SUBORDINATED NOTES DUE 2014,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
97/8% SENIOR SUBORDINATED NOTES DUE 2014
 
This form, or one substantially equivalent hereto, must be used to accept the Exchange Offer made by CMP Susquehanna Corp., a Delaware corporation (the “Company”) and the Guarantors, pursuant to its Prospectus, dated          , 2007 (the “Prospectus”), and the enclosed Letter of Transmittal for the Notes (the “Letter of Transmittal”) if the certificates for the Outstanding Notes are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Exchange Agent prior to 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to Wells Fargo Bank, National Association (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 12:00 a.m. midnight, New York City time, on the Expiration Date of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Letter of Transmittal.
 
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 A.M. MIDNIGHT NEW YORK CITY TIME, ON          , 2007, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 12:00 A.M. ON THE EXPIRATION DATE.
 
 
The Exchange Agent is:
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
         
By registered mail or certified mail:   By regular mail or overnight courier:   By Hand:
Wells Fargo Bank, N.A.
MAC — N9303-121
Corporate Trust Operations
P.O. Box 1517
Minneapolis, MN 55480-1517
Attn.: Reorg. 		  Wells Fargo Bank, N.A.
MAC — N9303-121
Corporate Trust Operations
Sixth & Marquette Avenue
Minneapolis, MN 55479
Attn.: Reorg. 		  Wells Fargo Bank, N.A.
Northstar East Building-12th floor
Corporate Trust Services
608 Second Avenue South
Minneapolis, MN 55402
Attn.: Reorg.
 
Facsimile (eligible institutions only): (612) 667-4927
Telephone Inquiries: (800) 344-5128
 
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT DOES NOT CONSTITUTE A VALID DELIVERY.
 
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

 

Ladies and Gentlemen:
 
Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Outstanding Notes indicated below, pursuant to the guaranteed delivery procedures described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus.
 
                     
      Aggregate Principal
 		     
      Amount
 		    Aggregate Principal Amount of
Certificate Number(s) (if known) of Outstanding
 		    Represented by
 		    Outstanding Notes
Notes or Account Number at Book-Entry Transfer Facility     Outstanding Notes     Being Tendered
                     
                     
                     
                     
                     
                     
 
 
PLEASE COMPLETE AND SIGN
 
(Signature(s) of Record Holder(s))
 
(Please Type or Print Name(s) of Record Holder(s))
 
Dated: _ _, 2007
 
Address:
 
(Zip Code)
 
(Daytime Area Code and Telephone No.)
 
 
o  Check this Box if the Outstanding Notes will be delivered by book-entry transfer to The Depository Trust Company.
 
 
Account Number: _ _
 
THE ACCOMPANYING GUARANTEE MUST BE COMPLETED


2

 

 
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
 
The undersigned, a member of a recognized signature medallion program or an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), hereby (a) represents that the above person(s) “own(s)” Outstanding Notes tendered hereby within the meaning of Rule 14e-4(b)(2) under the Exchange Act, (b) represents that the tender of those Outstanding Notes complies with Rule 14e-4, and (c) guarantees to deliver to the Exchange Agent, at its address set forth in the Notice of Guaranteed Delivery, the certificates representing all tendered Outstanding Notes, in proper form for transfer, or a book-entry confirmation (a confirmation of a book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three (3) New York Stock Exchange trading days after the Expiration Date.
 
Name of Firm:
 
(Authorized Signature)
 
Address:
 
(Zip Code)
 
Area Code and Tel. No.: _ _
 
Name: _ _
(Please Type or Print)
 
Title: _ _
 
Dated: _ _, 2007
 
NOTE:   DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.


3

 

 
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
 
1.   Delivery of this Notice of Guaranteed Delivery.
 
A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth on the cover page hereof prior to the Expiration Date of the Exchange Offer. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holders and the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that the holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holders use properly insured, registered mail with return receipt requested. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal. No Notice of Guaranteed Delivery should be sent to the Company.
 
2.   Signatures on this Notice of Guaranteed Delivery.
 
If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signatures must correspond with the name(s) written on the face of the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appear(s) on the Outstanding Notes without alteration, addition, enlargement or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Notice of Guaranteed Delivery.
 
3.   Questions and Requests for Assistance or Additional Copies.
 
Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address set forth on the cover hereof. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.


4

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