Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 23 Section 1.03 Reserved 24 Section 1.04 Rules of Construction 24 Section 1.05 Acts of Holders 24 ARTICLE 2 THE NOTES 25 Section 2.01...Indenture • April 1st, 2009 • CMP Susquehanna Radio Holdings Corp. • Radio broadcasting stations • New York
INDENTURE, dated as of March 26, 2009, among CMP Susquehanna Corp., a Delaware corporation (“CMP”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, N.A., as Trustee (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 1st, 2009 • CMP Susquehanna Radio Holdings Corp. • Radio broadcasting stations • New York
This INTERCREDITOR AGREEMENT, dated as of March 26, 2009, is entered into by and among CMP SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation (“Holdings”), CMP SUSQUEHANNA CORP., a Delaware corporation (the “Borrower”), each other Grantor (as hereinafter defined) from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as collateral agent under the First-Lien Credit Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “First-Lien Collateral Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Second-Lien Subordinated Notes Documents (as defined below) (together with its successors and assigns in such capacity from time to time, the “Second-Lien Collateral Agent”). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
SECURITY AGREEMENT By CMP SUSQUEHANNA CORP. and THE GUARANTORS PARTY HERETO and WELLS FARGO BANK, N.A., as Collateral Agent Dated as of March 26, 2009Security Agreement • April 1st, 2009 • CMP Susquehanna Radio Holdings Corp. • Radio broadcasting stations • New York
This second lien SECURITY AGREEMENT dated as of March 26, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by CMP SUSQUEHANNA CORP., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of WELLS FARGO BANK, N.A., in its capacity as notes collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
WARRANT AGREEMENTWarrant Agreement • April 1st, 2009 • CMP Susquehanna Radio Holdings Corp. • Radio broadcasting stations • New York
This Warrant Agreement, dated as of March 26, 2009, is between CMP SUSQUEHANNA RADIO HOLDINGS CORP., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A. (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2009 • CMP Susquehanna Radio Holdings Corp. • Radio broadcasting stations • Delaware
This Registration Rights Agreement (this “Agreement”) is entered into as of March 26, 2009, by and among CMP Susquehanna Radio Holdings Corp., a Delaware corporation (the “Company”), and the initial holders of shares of the Company’s Series A Preferred and Exchange Offer Warrants (each as defined below) who have acquired such securities pursuant to the Exchange Offer (defined below) and who from time to time elect to become a party to this Agreement by delivering to the Company a duly executed Joinder to this Agreement in the form attached hereto as Exhibit A (each, an “Investor” and, collectively, the “Investors”).
