Common use of Delivery of Lender Addenda Clause in Contracts

Delivery of Lender Addenda. (a) Each Revolving Credit Lender and each Lender that is not a “Lender” under the Existing Credit Agreement immediately prior to the Closing Date shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum in the form attached hereto as Exhibit J-1 duly executed by such Lender, the Borrower and the Administrative Agent. (b) Subject to the terms and conditions set forth herein, (i) each Tranche B Term Loan Lender under the Existing Credit Agreement immediately prior to the Closing Date (each, an “Existing Tranche B Term Loan Lender”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit J-2 (a “Lender Addendum (Cashless Roll)”) agrees to (A) continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Closing Date) of its “Tranche B Term Loans” under the Existing Credit Agreement outstanding immediately before giving effect to this Agreement (the “Existing Tranche B Term Loans”) as a Tranche B Term Loan hereunder on the Closing Date in a principal amount equal to such Existing Tranche B Term Loan Lender’s Existing Tranche B Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Closing Date) (each such Tranche B Term Loan Lender, a “Continuing Tranche B Term Loan Lender”) and (B) provide a new Tranche B Term Loan Commitment hereunder in an amount equal to the portion of the amount set forth in such Existing Tranche B Term Loan Lender’s Lender Addendum (Cashless Roll) as such Tranche B Term Loan Lender’s proposed Tranche B Term Loan Commitment that is in excess of such Continuing Tranche B Term Loan Lender’s Existing Tranche B Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Closing Date) and (ii) each Person (other than a Revolving Credit Lender) that executes and delivers a Lender Addendum in the form attached hereto as Exhibit J-1 or that provides a new Tranche B Term Loan Commitment pursuant to the immediately preceding clause (i) (collectively, the “Additional Tranche B Term Loan Lenders”) agrees to take by assignment on the Closing Date from one or more Exiting Lenders (as defined below) a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Loan Lender’s new Tranche B Term Loan Commitment. For the avoidance of doubt, the Existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Closing Date. (c) Any Existing Tranche B Term Loan Lender that does not deliver a Lender Addendum (Cashless Roll) (each, an “Exiting Lender”) shall have been replaced or terminated (or substantially concurrently with the effectiveness of this Agreement shall be replaced or terminated) in accordance with Section 5.17 of the Existing Credit Agreement pursuant to the reallocations contemplated herein. (d) Any Exiting Lender whose Existing Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan Lender on the Closing Date in accordance with this Agreement shall be entitled to the benefits of Section 5.14 of the Existing Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of Section 5.14 of the Existing Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender continued hereunder. (e) Notwithstanding anything in this Agreement to the contrary, the continuation of Existing Tranche B Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such Existing Tranche B Term Loans by a deemed repayment of such Existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount. (f) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with Existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Existing Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s Existing Tranche B Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Existing Credit Agreement in connection with the replacement of Existing Tranche B Term Loans contemplated hereby (whether by assignment of its Existing Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise).

Delivery of Lender Addenda. 103 SCHEDULES: Schedule 4.06 -- Disclosed Matters Schedule 4.11 -- Supplemental Disclosure Schedule 4.13 -- Material Agreements and Liens Schedule 4.14 -- Subsidiaries Schedule 7.01 -- Existing Indebtedness Schedule 7.02 -- Existing Liens Schedule 7.03 -- Existing Guarantees Schedule 7.07 -- Certain Existing Affiliate Transactions Schedule 7.08 -- Existing Restrictions EXHIBITS: Exhibit A -- Form of Assignment and Assumption Exhibit B -- Form of Opinion of Counsel to the Credit Parties Exhibit C -- Form of Opinion of Special Counsel Exhibit D-1 -- Form of Pledge Agreement Exhibit D-2 -- Form of Holdings Guaranty and Pledge Agreement Exhibit E -- Form of Joinder Agreement Exhibit F -- Form of Lender Addendum (aiv) Each Revolving CREDIT AGREEMENT dated as of March 7, 2003 between XXXXX MEDIA CORP., the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, as Administrative Agent. The Borrower, the Subsidiary Guarantors, the lenders named therein (including certain of the Lenders hereunder) and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as Administrative Agent, are party to a Credit Lender Agreement dated as of August 13, 1999 (as heretofore modified and each Lender that is supplemented, the "Existing Credit Agreement"). The Borrower has requested the Lenders to extend credit, by means of loans and letters of credit, in an aggregate amount up to but not a “Lender” exceeding $1,200,000,000 to (i) refinance certain indebtedness (including indebtedness outstanding under the Existing Credit Agreement immediately prior to the Closing Date shall become a party to this Agreement by delivering to the Administrative Agent a Lender Addendum in the form attached hereto as Exhibit J-1 duly executed by such Lender, the Borrower and the Administrative Agent. (b) Subject to the terms and conditions set forth herein, (i) each Tranche B Term Loan Lender under the Existing Credit Agreement immediately prior to the Closing Date (each, an “Existing Tranche B Term Loan Lender”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit J-2 (a “Lender Addendum (Cashless Roll)”) agrees to (A) continue all (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Closing Date) of its “Tranche B Term Loans” under the Existing Credit Agreement outstanding immediately before giving effect to this Agreement (the “Existing Tranche B Term Loans”) as a Tranche B Term Loan hereunder on the Closing Date in a principal amount equal to such Existing Tranche B Term Loan Lender’s Existing Tranche B Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Closing Date) (each such Tranche B Term Loan Lender, a “Continuing Tranche B Term Loan Lender”) and (B) provide a new Tranche B Term Loan Commitment hereunder in an amount equal to the portion of the amount set forth in such Existing Tranche B Term Loan Lender’s Lender Addendum (Cashless Roll) as such Tranche B Term Loan Lender’s proposed Tranche B Term Loan Commitment that is in excess of such Continuing Tranche B Term Loan Lender’s Existing Tranche B Term Loans (or such lesser amount as may be notified to such Lender by the Administrative Agent prior to the Closing DateAgreement) and (ii) each Person (other than a Revolving Credit Lender) that executes provide funds for future acquisitions and delivers a Lender Addendum in the form attached hereto as Exhibit J-1 or that provides a new Tranche B Term Loan Commitment pursuant to general corporate purposes of the immediately preceding clause (i) (collectively, the “Additional Tranche B Term Loan Lenders”) agrees to take by assignment on the Closing Date from one or more Exiting Lenders Borrower and its Restricted Subsidiaries (as defined below) a principal amount of Tranche B Term Loans equal herein). The Lenders are willing to extend such Additional Tranche B Term Loan Lender’s new Tranche B Term Loan Commitment. For credit upon the avoidance of doubt, the Existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole terms and may not be continued in part unless otherwise notified by the Administrative Agent prior to the Closing Date. (c) Any Existing Tranche B Term Loan Lender that does not deliver a Lender Addendum (Cashless Roll) (each, an “Exiting Lender”) shall have been replaced or terminated (or substantially concurrently with the effectiveness conditions of this Agreement shall be replaced or terminated) in accordance with Section 5.17 of the Existing Credit Agreement pursuant to the reallocations contemplated herein. (d) Any Exiting Lender whose Existing Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan Lender on the Closing Date in accordance with this Agreement shall be entitled to the benefits of Section 5.14 of the Existing Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of Section 5.14 of the Existing Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender continued hereunder. (e) Notwithstanding anything in this Agreement to the contrary, the continuation of Existing Tranche B Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such Existing Tranche B Term Loans by a deemed repayment of such Existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount. (f) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with Existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Existing Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s Existing Tranche B Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby parties hereto agree to waive any notice requirements of the Existing Credit Agreement in connection with the replacement of Existing Tranche B Term Loans contemplated hereby (whether by assignment of its Existing Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise).as follows: