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...Credit Agreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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.
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 SELLERSAsset Purchase Agreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KLIF BROADCASTING LIMITED PARTNERSHIPKLIF Broadcasting, Inc. • June 6th, 2007 • Radio broadcasting stations • Texas
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.
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...Registration Rights Agreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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 “Guara
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KPLX LIMITED PARTNERSHIPAgreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • Texas
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.
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 AgentSecurity Agreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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).
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 AgentGuarantee Agreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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.
MANAGEMENT AGREEMENTManagement Agreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KRBE LIMITED PARTNERSHIPAgreement • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • Texas
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.
AGREEMENT AND PLAN OF MERGER among CMP SUSQUEHANNA CORP., CMP MERGER CO., SUSQUEHANNA PFALTZGRAFF CO. and THE STOCKHOLDERS’ REPRESENTATIVE dated as of October 31, 2005Agreement and Plan of Merger • June 6th, 2007 • KLIF Broadcasting, Inc. • Radio broadcasting stations • New York
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.
