Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. Section 2.2 of the Agreement hereby is deleted and replaced in its entirety with the following (a) The initial sale of the Preferred Stock shall occur in three stages on three purchase dates, the first being the "Subsequent Closing", the second being the "Second Preferred Closing" and the third being the "Third Preferred Closing", each of which respective dates shall be determined as set forth below and shall be subject to the conditions set forth herein; provided, that additional sales of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing as set forth below. Each sale of the Preferred Stock shall take place at the location as agreed to by the Purchasers and the Company, or in the absence of such agreement, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In connection with the funding of the first $150 million of the Commitment Amount (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall be obligated to remit to the Company funds for their purchase of Preferred Stock on the following funding dates: (i) $25 million of the Commitment Amount shall be remitted no later than on the third (3rd) Business Day after the Subsequent Closing; (ii) up to $25 million of the Commitment Amount shall be remitted no later than on the tenth (10th) Business Day after the Second Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001; and (iii) up to $100 million of the Commitment Amount (plus, any amount of the $25 million that has not been funded in connection with the Second Preferred Closing) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Third Preferred Closing shall occur no earlier than January 2, 2001. In connection with the Third Preferred Closing, each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Third Preferred Closing is subject to the satisfaction or waiver, prior to or at the Commitment Revocation Date, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references to the "Subsequent Closing". After the Third Preferred Closing, any remaining Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten (10) Business Days after receipt of a demand for funding from the Company to purchase Preferred Stock up to the remaining Commitment Amount. After the Third Preferred Closing, any demand from the Company to the Purchasers to fund up to the remaining Commitment Amount shall be authorized by the Board of Directors and approved by the Company in the same manner as provided in section 3.1 of the Stockholders Agreement regarding "Supermajority Voting Rights." In each of the preceding cases, funding shall be made pro-rata, based on the Commitment Amount for each Purchaser (inclusive of the original principal amount of the Notes), subject to subsections (f) and (k)(iii) below. Each purchase of Preferred Stock shall be at a price of $100 per share. All remittances of funds for the Commitment Amounts by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. Subject to the provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from the date of the Subsequent Closing and, to the extent not drawn, shall then terminate. (b) The Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase Preferred Stock up to an aggregate liquidation preference not to exceed the amounts set forth opposite such Purchaser's name on Schedule 1 hereto, stating the amount of liquidation preference thereof (the "Commitment Amount") in the form of Exhibit C hereto (the "Commitments"), beginning on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the Company by the close of business on the Commitment Determination Date (as defined below) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and any rights, benefits, warranties, duties and covenants hereunder relating to the Preferred Stock of such Purchaser shall be terminated, nullified and of no further force and effect, except with respect to, and only to the extent of, the Preferred Stock acquired by such Purchaser through the conversion of its Notes (if any) into Preferred Stock. (c) Each Purchaser and the Company shall make any necessary filings for approvals under the ▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇ Antitrust Improvement Act (the "HSR Act") not later than the fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing; provided that the New Purchasers and the Company shall make any necessary filings for approvals under the HSR Act not later than five (5) Business Days after the Commitment Determination Date. Each Purchaser shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. In the event that the New Purchasers have not obtained the applicable approval under the HSR Act on the date of the Subsequent Closing or the Second Preferred Closing, then the New Purchasers shall fund the appropriate portion of its Commitment Amount into an escrow account and the Company shall deliver their respective shares of Preferred Stock to the escrow agent, in each case subject to an escrow agreement to be mutually agreed on by Pacific and the Company, and such funds shall be released to the Company and such shares shall be released to the New Purchasers upon the receipt of notice of such approval. For the purposes of calculating dividends and distributions with respect to any shares of Preferred Stock placed in an escrow account pursuant to this Section 2.2(c), such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasers. (d) If as of the close of business on the (15th) fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment Determination Date") the aggregate Commitment Amount is at least $295 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) are received by the Company and each Purchaser. No later than 10:00 a.m. New York time on the Business Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. (e) If as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $295 million, the following shall occur: (i) Each Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by notice delivered to the Company no later than 5:00 p.m. New York time on the Business Day following the Commitment Determination Date (provided that the Company has delivered its notice pursuant to paragraph (d) above), and such Purchaser's Commitment shall terminate. (ii) Each Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated pursuant to paragraph (e)(i) above, shall become irrevocable, subject to revocation, cancellation and/or termination pursuant to subsections 2.2(h), 2.2(j) and/or 2.2(k)(v) below. During the seven (7) Business Days following the Commitment Determination Date, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that were not subject to Commitments by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the Purchaser's respective share of the total Commitment Amount (inclusive of the original principal amount of the Notes) as of the close of business on the Business Day following the Commitment Determination Date. (f) If as of the close of business on the seventh (7th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than $295 million, the Company shall have the right, during the eighth (8th) through the twentieth (20th) Business Days following the Commitment Determination Date, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $295 million aggregate amount. If any additional purchasers deliver a Commitment to purchase Preferred Stock pursuant to this subsection (f), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its Commitment Amount as the other Purchasers have funded of their Commitment Amounts (inclusive of the original principal amount of the Notes). (g) Notwithstanding paragraph (f) above, if as of 12:00 p.m., New York time, on the fourth (4th) Business Day after the Commitment Determination Date or any Business Day thereafter subject to subsection 2.2(h) the aggregate Commitment Amount is at least $150 million, the Subsequent Closing involving the purchase of $25 million of Preferred Stock shall occur on the fourth (4th) Business Day following the Commitment Determination Date or a later date determined by the Company, provided that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. After the Subsequent Closing, the Second Preferred Closing involving the purchase of the next $25 million of Preferred Stock shall occur on a date as determined by the Board of Directors; provided that the Purchasers receive at least three (3) Business Days prior notice of such date; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001, and that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. (h) If as of the close of business on the twentieth (20th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 million, the purchase of the Preferred Stock shall be cancelled in its entirety, and the Commitments shall terminate. (i) Any Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates, (ii) any of its partners, limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or its Affiliates and (iii) in the case of Pacific, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser"); provided, in the case of (i) and (ii) above, that such Purchaser retains the voting rights relating to such Preferred Stock, other than with respect to any transfers by Pacific to its Affiliate, Pacific Capital Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., pursuant to which the voting rights will also be transferred.

Subsequent Closing. Section 2.2 of the Agreement hereby is deleted and replaced in its entirety with the following (a) The initial sale of the Preferred Stock shall occur in three stages on three purchase dates, the first being the "Subsequent Closing", the second being the "Second Preferred Closing" and the third being the "Third Preferred Closing", each of which respective dates shall be determined as set forth below and shall be subject to the conditions set forth herein; provided, that additional sales of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing as set forth below. Each sale of the Preferred Stock shall take place at the location as agreed to by the Purchasers and the Company, or in the absence of such agreement, then at the offices of counsel for ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time (the single largest Purchaser of Preferred Stock"Subsequent Closing") on a date determined as set forth below. In connection with The Purchasers shall be obligated to remit to the funding of the first Company $150 million of the Commitment Amount (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall be obligated to remit to the Company funds for their purchase of Preferred Stock on the following funding dates: (i) $25 million of the Commitment Amount shall be remitted no later than on the third (3rd) Business Day after following the Subsequent Closing; (ii) up to $25 million of the Commitment Amount shall be remitted no later than on the tenth (10th) Business Day after the Second Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001; and (iii) up to $100 million of the Commitment Amount (plus, any amount of the $25 million that has not been funded in connection with the Second Preferred Closing) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Third Preferred Closing shall occur no earlier than January 2, 2001. In connection with the Third Preferred Closing, each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Third Preferred Closing is subject to the satisfaction or waiver, prior to or at the Commitment Revocation Date, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references to the "Subsequent Closing". After the Third Preferred Closing, any remaining Any Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten (10) Business Days after receipt of a demand for funding from the Company to purchase Preferred Stock up to the remaining Commitment Amount. After the Third Preferred ClosingCompany, any demand from the Company to the Purchasers to fund up to the remaining Commitment Amount shall be authorized as determined by the Board of Directors and approved by the Company in the same manner as provided in section 3.1 of the Stockholders Agreement regarding "Supermajority Voting Rights." In each of the preceding cases, funding Directors. Funding shall be made pro-rata, based on the Commitment Amount for each Purchaser (inclusive of the original principal amount of the Notes), subject to subsections (f) and (k)(iii) below. Each purchase of Preferred Stock shall be at a price of $100 per sharePurchaser. All remittances of funds for the Commitment Amounts by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. Subject to the provisions of this Section 2.2, each Purchaser's Commitment The Commitments shall remain in full force and effect for three years from the date of the Subsequent Closing and, to the extent not drawn, shall then terminateClosing. (b) The Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase Preferred Stock up to an aggregate liquidation preference not to exceed the amounts set forth opposite such Purchaser's name on Schedule 1 heretoStock, stating the amount of liquidation preference thereof (the "Commitment Amount") in the form of Exhibit C hereto (the "Commitments"), ) beginning on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the Company by the close of business on the Commitment Determination Date (as defined below) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and any rights, benefits, warranties, duties and covenants hereunder relating to the Preferred Stock of such Purchaser shall be terminated, nullified and of no further force and effect, except with respect to, and only to the extent of, the Preferred Stock acquired by such Purchaser through the conversion of its Notes (if any) into Preferred Stock. (c) Each Purchaser and the Company shall make any necessary filings for approvals under the ▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇ Antitrust Improvement Act (the "HSR Act") not later than the fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing; provided that the New . The Purchasers and the Company shall make any necessary filings for approvals under the HSR Act not later than five (5) Business Days after the Commitment Determination Date. Each Purchaser shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. In the event that the New Purchasers have not obtained the applicable approval under the HSR Act on the date of the Subsequent Closing or the Second Preferred Closing, then the New Purchasers shall fund the appropriate portion of its Commitment Amount into an escrow account and the Company shall deliver their respective shares of Preferred Stock to the escrow agent, in each case subject to an escrow agreement to be mutually agreed on by Pacific and the Company, and such funds shall be released to the Company and such shares shall be released to the New Purchasers upon the receipt of notice of such approval. For the purposes of calculating dividends and distributions with respect to any shares of Preferred Stock placed in an escrow account pursuant to this Section 2.2(c), such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasers. (d) If as of the close of business on the (15th) fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment Determination Date") the aggregate Commitment Amount is at least $295 245 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) are received by the Company and each Purchaser. No later than 10:00 a.m. New York time on On the Business Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. (e) If as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $295 245 million, the following shall occur: (i) Each Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by written notice delivered to the Company no later than 5:00 p.m. New York time on the Business Day following the Commitment Determination Date (provided that the Company has delivered its notice pursuant to paragraph (d) above)Date, and such Purchaser's Commitment shall terminate. (ii) Each Purchaser's Commitment The Commitments of the Purchasers (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has ) who do not been terminated terminate their Commitments pursuant to paragraph (e)(i) above, shall become irrevocable, subject to revocation, cancellation and/or termination pursuant to subsections 2.2(h), 2.2(j) and/or 2.2(k)(v) below. During the seven (7) Business Days following the Commitment Determination Date, each and such Purchaser Purchasers shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that were not subject to Commitments during the seven Business Days following the Commitment Determination Date by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the Purchaser's respective share of the total Commitment Amount (inclusive of the original principal amount of the Notes) for each Purchaser as of the close of business on the Business Day following the Commitment Determination Date. (f) If as of the close of business on the seventh (7th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than $295 245 million, the Company shall have the right, during the eighth (8th) through the twentieth (20th) Business Days Day following the Commitment Determination Date, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $295 245 million aggregate amount. If After the Subsequent Closing, any additional purchasers deliver a Commitment to purchase funding of Commitments made by any additional purchaser of Preferred Stock pursuant to this subsection (f), then ) shall be made in an amount equal to the Commitment Amount corresponding to such additional purchaser shall fund its purchase multiplied by a fraction, the numerator of Preferred Stock in respect which is $150 million and the denominator of a purchase date in a manner that results, after such funding, in such additional purchaser having funded which is the same percentage of its aggregate Commitment Amount as the other Purchasers have funded of their Commitment Amounts (inclusive of the original principal amount of the Notes)Subsequent Closing. (g) Notwithstanding paragraph (f) above, if as of 12:00 p.m.twelve o'clock noon, New York timeYork, time on the fourth (4th) seventh Business Day after the Commitment Determination Date or any Business Day thereafter subject to subsection 2.2(h) the aggregate Commitment Amount is at least $150 million, the Subsequent Closing involving the purchase of $25 million of Preferred Stock shall occur on the fourth (4th) seventh Business Day following the Commitment Determination Date or a later date determined by the Company, provided that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. After the Subsequent Closing, the Second Preferred Closing involving the purchase of the next $25 million of Preferred Stock shall occur on a date as determined by the Board of Directors; provided that the Purchasers receive at least three (3) Business Days prior notice of such date; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001, and that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. (h) If as of the close of business on the twentieth (20th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 million, the purchase of the Preferred Stock shall be cancelled in its entiretyrescinded, and the Commitments shall terminate. (i) Any Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates, Affiliates and (ii) any of its partners, limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or its Affiliates and (iii) in the case of Pacific, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser")Affiliates; provided, in the case of (i) and (ii) above, that such Purchaser retains the voting rights relating to such Preferred Stock, other than with respect to any transfers by Pacific to its Affiliate, Pacific Capital Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., pursuant to which the voting rights will also be transferred.ARTICLE III

Subsequent Closing. Section 2.2 of Until 6:00 p.m., New York City time on June 30, 2010 (the Agreement hereby is deleted and replaced in its entirety with the following (a) The initial sale of the Preferred Stock shall occur in three stages on three purchase dates“Expiration Date”), the first being the "Subsequent Closing", the second being the "Second Preferred Closing" and the third being the "Third Preferred Closing", each of which respective dates shall be determined as set forth below and shall be subject to the conditions set forth herein; provided, that additional sales of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing as set forth below. Each sale of the Preferred Stock shall take place at the location as agreed to by the Purchasers and the Company, or in the absence of such agreement, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In connection with the funding of the first $150 million of the Commitment Amount (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall be obligated to remit to the Company funds for their purchase of Preferred Stock on the following funding dates: (i) $25 million of the Commitment Amount shall be remitted no later than on the third (3rd) Business Day after the Subsequent Closing; (ii) up to $25 million of the Commitment Amount shall be remitted no later than on the tenth (10th) Business Day after the Second Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001; and (iii) up to $100 million of the Commitment Amount (plus, any amount of the $25 million that has not been funded in connection with the Second Preferred Closing) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Third Preferred Closing shall occur no earlier than January 2, 2001. In connection with the Third Preferred Closing, each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Third Preferred Closing is subject to the satisfaction or waiver, prior to or at the Commitment Revocation Date, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references to the "Subsequent Closing". After the Third Preferred Closing, any remaining Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten (10) Business Days after receipt of a demand for funding from the Company to purchase Preferred Stock up to the remaining Commitment Amount. After the Third Preferred Closing, any demand from the Company to the Purchasers to fund up to the remaining Commitment Amount shall be authorized by the Board of Directors and approved by the Company in the same manner as provided in section 3.1 of the Stockholders Agreement regarding "Supermajority Voting Rights." In each of the preceding cases, funding shall be made pro-rata, based on the Commitment Amount for each Purchaser (inclusive of the original principal amount of the Notes), subject to subsections (f) and (k)(iii) below. Each purchase of Preferred Stock shall be at a price of $100 per share. All remittances of funds for the Commitment Amounts by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. Subject to the provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from the date of the Subsequent Closing and, to the extent not drawn, shall then terminate. (b) The Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase Preferred Stock up to an aggregate liquidation preference not to exceed the amounts set forth opposite such Purchaser's name on Schedule 1 hereto, stating the amount of liquidation preference thereof (the "Commitment Amount") in the form of Exhibit C hereto (the "Commitments"), beginning on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the Company by the close of business on the Commitment Determination Date (as defined below) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and any rights, benefits, warranties, duties and covenants hereunder relating to the Preferred Stock of such Purchaser shall be terminated, nullified and of no further force and effect, except with respect to, and only to the extent of, the Preferred Stock acquired by such Purchaser through the conversion of its Notes (if any) into Preferred Stock. (c) Each Purchaser and the Company shall make any necessary filings for approvals under the ▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇ Antitrust Improvement Act (the "HSR Act") not later than the fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing; provided that the New Purchasers and the Company shall make any necessary filings for approvals under the HSR Act not later than five (5) Business Days after the Commitment Determination Date. Each Purchaser shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. In the event that the New Purchasers have not obtained the applicable approval under the HSR Act on the date of the Subsequent Closing or the Second Preferred Closing, then the New Purchasers shall fund the appropriate portion of its Commitment Amount into an escrow account and the Company shall deliver their respective shares of Preferred Stock to the escrow agent, in each case subject to an escrow agreement to be mutually agreed on by Pacific and the Company, and such funds shall be released to the Company and such shares shall be released to the New Purchasers upon the receipt of notice of such approval. For the purposes of calculating dividends and distributions with respect to any shares of Preferred Stock placed in an escrow account pursuant to this Section 2.2(c), such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasers. (d) If as of the close of business on the (15th) fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment Determination Date") the aggregate Commitment Amount is at least $295 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) are received by the Company and each Purchaser. No later than 10:00 a.m. New York time on the Business Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. (e) If as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $295 million, the following shall occur: (i) Each Purchaser shall have the right to terminate its Commitment purchase at the Per Share Purchase Price (subject to adjustment pursuant to Sections 2.1(d) and rescind its purchase 4.5(b)(iii)(C) hereof) up to a maximum of Preferred $8,000,000.00 of Common Stock by notice delivered from the Company at up to two closings of a minimum of $4,000,000.00 for the first such closing and up to the Company no later than 5:00 p.m. New York time on remainder of the Business Day following $8,000,000.00, if any, at the Commitment Determination Date second such closing (provided that each a “Subsequent Closing” and together with the Company has delivered its notice pursuant to paragraph (d) above), and such Purchaser's Commitment shall terminate. (ii) Each Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated pursuant to paragraph (e)(i) above, shall become irrevocable, subject to revocation, cancellation and/or termination pursuant to subsections 2.2(h), 2.2(j) and/or 2.2(k)(v) below. During the seven (7) Business Days following the Commitment Determination DateInitial Closing, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that were not subject to Commitments by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the Purchaser's respective share of the total Commitment Amount (inclusive of the original principal amount of the Notes) as of the close of business on the Business Day following the Commitment Determination Date. (f) If as of the close of business on the seventh (7th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than $295 million, the Company shall have the right, during the eighth (8th) through the twentieth (20th) Business Days following the Commitment Determination Date, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $295 million aggregate amount. If any additional purchasers deliver a Commitment to purchase Preferred Stock pursuant to this subsection (f), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its Commitment Amount as the other Purchasers have funded of their Commitment Amounts (inclusive of the original principal amount of the Notes“Closing”). (gi) Notwithstanding paragraph (f) above, if as To exercise the right to purchase shares of 12:00 p.m., New York time, on the fourth (4th) Business Day after the Commitment Determination Date or any Business Day thereafter subject to subsection 2.2(h) the aggregate Commitment Amount is at least $150 million, the Subsequent Closing involving the purchase of $25 million of Preferred Common Stock shall occur on the fourth (4th) Business Day following the Commitment Determination Date or in a later date determined by the Company, provided that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. After the Subsequent Closing, the Second Preferred Closing involving Purchaser shall deliver a notice in the purchase of form attached hereto as Annex B (the next $25 million of Preferred Stock shall occur on a date as determined by “Purchaser Notice”) to the Board of Directors; provided that the Purchasers receive Company at least three (3) Business Days prior notice of such dateto the Expiration Date; provided, however, that the date Purchaser shall not be entitled to deliver a Purchaser Notice (A) if the Purchaser shall have breached any of such remittance for the Second Preferred Closing Tax Covenants; (B) if (1) the Purchaser shall occur no earlier than January 2, 2001, and that all necessary approvals under the HSR Act have materially breached any of its obligations (other than with respect the Tax Covenants) under this Agreement or the Warrants (as defined below), (2) such breach caused material damage or loss to the purchase of Preferred Stock Company, and (3) an investment by the New Purchasers) have been received by Purchaser at a Subsequent Closing would cause the Company additional material damage or loss; or (C) if the sale of the Subsequent Closing Shares to the Purchaser would result in the breach of Section 4.2(a) of this Agreement (each of the conditions specified in (A), (B) and (C) being referred to herein as the applicable Purchasers“Non-Exercise Conditions”). (hii) If as Subject to (i) above, the date of a Subsequent Closing shall be set forth in the Purchaser Notice delivered in connection therewith; provided, however, that such date shall be no less than three (3) Business Days after the Company’s receipt of the close of business on Purchaser Notice and no later than the twentieth Expiration Date. (20thiii) Business Day after At each Subsequent Closing, Purchaser shall deliver to the Commitment Determination Date Company, via wire transfer, immediately available funds equal to the aggregate Commitment Amount is less than $150 million, purchase price for the purchase of the Preferred Stock shall Subsequent Closing Shares to be cancelled in its entiretypurchased at such Subsequent Closing, and the Commitments Company shall terminate. deliver to each Purchaser the Subsequent Closing Shares purchased at such Subsequent Closing and a Warrant in the form attached hereto as Annex A (i) Any Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates, (ii) any of its partners, limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance a “Subsequent Closing Warrant,” and together with the partnership agreement or operating agreement of Initial Closing Warrant, the “Warrants”) evidencing rights to purchase from the Company, subject to the terms and conditions set forth in such Purchaser or its Affiliates Subsequent Closing Warrant and (iii) in the case of Pacific, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser"); provided, in the case of (i) and (ii) abovethis Agreement, that number of shares of Common Stock as is equal to 125% of the number of shares of Common Stock issued to the Purchaser at such Purchaser retains Subsequent Closing at an exercise price of 125% of the voting rights relating to such Preferred Stock, other than with respect to any transfers by Pacific to its Affiliate, Pacific Capital Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., pursuant to which the voting rights will also be transferredPer Share Purchase Price.

Subsequent Closing. Section 2.2 of the Agreement hereby is deleted and replaced in its entirety with the following (a) The initial sale A subsequent closing of the purchase, sale and issuance of shares of Series A Preferred Stock shall occur in three stages on three purchase dates, pursuant to this Agreement (the first being the "“Subsequent Closing", the second being the "Second Preferred Closing" and the third being the "Third Preferred Closing", each of which respective dates shall be determined as set forth below and shall be subject to the conditions set forth herein; provided, that additional sales of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing as set forth below. Each sale of the Preferred Stock ”) shall take place at on the location as agreed to by the Purchasers and date that is ten (10) business days following the Company, or in ’s written notification to the absence Investors of the approval of such agreement, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In connection with the funding of the first $150 million of the Commitment Amount (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall be obligated to remit to the Company funds for their purchase of Preferred Stock on the following funding datesSubsequent Closing by: (i) $25 million a majority of the Commitment Amount shall be remitted Company’s board of directors; and (ii) the Majority Investors (which written notification the Company will provide to the Investors no later than two (2) business days following such approval) or on such later date as the third (3rd) Business Day after Company and the Subsequent Closing; (ii) up to $25 million of the Commitment Amount shall be remitted no later than on the tenth (10th) Business Day after the Second Preferred Closing, which amount and purchase date shall be determined by the Board of DirectorsMajority Investors may agree either in writing or orally; provided, however, that notwithstanding the foregoing, prior to the earlier of (x) December 31, 2012 or (y) the date of such remittance the closing of an equity financing for capital-raising purposes in which the Second Preferred Company receives gross proceeds of not less than $10,000,000 (other than pursuant to this Agreement), the Majority Investors shall have the right to cause the Subsequent Closing shall to occur no earlier than January 2, 2001without the approval of a majority of the Company’s board of directors (the “Put Right”); and (iii) up to $100 million of the Commitment Amount (plus, any amount of the $25 million that has not been funded in connection with the Second Preferred Closing) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, howeverfurther, that the date Put Right may be terminated at any time upon the written consent of the holders of at least seventy-five percent (75%) of the then-outstanding shares of Series A Preferred Stock. In the event that such remittance for Put Right is exercised by the Third Preferred Majority Investors, the Subsequent Closing shall occur no earlier than January 2, 2001. In connection with take place on the Third Preferred Closing, each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Third Preferred Closing date that is subject to the satisfaction or waiver, prior to or at the Commitment Revocation Date, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references to the "Subsequent Closing". After the Third Preferred Closing, any remaining Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten (10) Business Days after receipt business days following the Company’s written notification to the Investors of a demand for funding from the exercise by the Majority Investors of such Put Right (which written notification the Company to purchase Preferred Stock up will provide to the remaining Commitment AmountInvestors no later than two (2) business days following such exercise) or on such later date as the Majority Holders may agree either in writing or orally. After the Third Preferred Closing, any demand from the Company to the Purchasers to fund up to the remaining Commitment Amount shall be authorized by the Board of Directors and approved by the Company in the same manner as provided in section 3.1 of the Stockholders Agreement regarding "Supermajority Voting Rights." In each of the preceding cases, funding shall be made pro-rata, based The date on the Commitment Amount for each Purchaser (inclusive of the original principal amount of the Notes), subject to subsections (f) and (k)(iii) below. Each purchase of Preferred Stock shall be at a price of $100 per share. All remittances of funds for the Commitment Amounts by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. Subject to the provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from the date of which the Subsequent Closing and, occurs in accordance with this Section 1.5 is referred to herein as the extent not drawn, shall then terminate“Subsequent Closing Date”. (b) The Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase Preferred Stock up to an aggregate liquidation preference not to exceed the amounts set forth opposite such Purchaser's name on Schedule 1 hereto, stating the amount of liquidation preference thereof (the "Commitment Amount") in the form of Exhibit C hereto (the "Commitments"), beginning on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the Company by the close of business on the Commitment Determination Date (as defined below) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and any rights, benefits, warranties, duties and covenants hereunder relating to the Preferred Stock of such Purchaser shall be terminated, nullified and of no further force and effect, except with respect to, and only to the extent of, the Preferred Stock acquired by such Purchaser through the conversion of its Notes (if any) into Preferred Stock. (c) Each Purchaser and the Company shall make any necessary filings for approvals under the ▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇ Antitrust Improvement Act (the "HSR Act") not later than the fifth Business Day following the Initial Closing and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing; provided that the New Purchasers and the Company shall make any necessary filings for approvals under the HSR Act not later than five (5) Business Days after the Commitment Determination Date. Each Purchaser shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. In the event that the New Purchasers have not obtained the applicable approval under the HSR Act on the date of the Subsequent Closing or the Second Preferred Closing, then the New Purchasers shall fund the appropriate portion of its Commitment Amount into an escrow account and the Company shall deliver their respective shares of Preferred Stock to the escrow agent, in each case subject to an escrow agreement to be mutually agreed on by Pacific and the Company, and such funds shall be released to the Company and such shares shall be released to the New Purchasers upon the receipt of notice of such approval. For the purposes of calculating dividends and distributions with respect to any shares of Preferred Stock placed in an escrow account pursuant to this Section 2.2(c), such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasers. (d) If as of the close of business on the (15th) fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment Determination Date") the aggregate Commitment Amount is at least $295 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) are received by the Company and each Purchaser. No later than 10:00 a.m. New York time on the Business Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. (e) If as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $295 million, the following shall occur: (i) Each Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by notice delivered to the Company no later than 5:00 p.m. New York time on the Business Day following the Commitment Determination Date (provided that the Company has delivered its notice pursuant to paragraph (d) above), and such Purchaser's Commitment shall terminate. (ii) Each Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated pursuant to paragraph (e)(i) above, shall become irrevocable, subject to revocation, cancellation and/or termination pursuant to subsections 2.2(h), 2.2(j) and/or 2.2(k)(v) below. During the seven (7) Business Days following the Commitment Determination Date, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that were not subject to Commitments by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the Purchaser's respective share of the total Commitment Amount (inclusive of the original principal amount of the Notes) as of the close of business on the Business Day following the Commitment Determination Date. (f) If as of the close of business on the seventh (7th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than $295 million, the Company shall have the right, during the eighth (8th) through the twentieth (20th) Business Days following the Commitment Determination Date, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $295 million aggregate amount. If any additional purchasers deliver a Commitment to purchase Preferred Stock pursuant to this subsection (f), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its Commitment Amount as the other Purchasers have funded of their Commitment Amounts (inclusive of the original principal amount of the Notes). (g) Notwithstanding paragraph (f) above, if as of 12:00 p.m., New York time, on the fourth (4th) Business Day after the Commitment Determination Date or any Business Day thereafter subject to subsection 2.2(h) the aggregate Commitment Amount is at least $150 million, the Subsequent Closing involving the purchase of $25 million of Preferred Stock shall occur on the fourth (4th) Business Day following the Commitment Determination Date or a later date determined by the Company, provided that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. After At the Subsequent Closing, the Second Company shall deliver to each Investor a certificate in such Investor’s name representing the shares of Series A Preferred Stock purchased by such Investor at such Subsequent Closing involving as set forth opposite such Investor’s name on Exhibit A under the heading “Subsequent Closing,” against payment of the purchase of the next $25 million of Preferred Stock shall occur on a date price therefor as determined by the Board of Directors; provided that the Purchasers receive at least three (3) Business Days prior notice of such date; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001, and that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasersin Section 1.2. (h) If as of the close of business on the twentieth (20th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 million, the purchase of the Preferred Stock shall be cancelled in its entirety, and the Commitments shall terminate. (i) Any Purchaser may purchase Preferred Stock hereunder in conjunction with only the following: (i) any of its Affiliates, (ii) any of its partners, limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or its Affiliates and (iii) in the case of Pacific, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser"); provided, in the case of (i) and (ii) above, that such Purchaser retains the voting rights relating to such Preferred Stock, other than with respect to any transfers by Pacific to its Affiliate, Pacific Capital Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., pursuant to which the voting rights will also be transferred.

Subsequent Closing. Section 2.2 Subject to the satisfaction (or waiver) of the Agreement hereby is deleted and replaced in its entirety with conditions to the following (a) The initial sale of the Preferred Stock shall occur in three stages on three purchase dates, the first being the "Subsequent Closing", the second being the "Second Preferred Closing" and the third being the "Third Preferred Closing", each of which respective dates shall be determined as Closing set forth below in Sections 4.2 and shall be subject to the conditions set forth herein; provided, that additional sales of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing 5.2 (or such later date as set forth below. Each sale of the Preferred Stock shall take place at the location as is mutually agreed to by the Purchasers Borrowers and the Companyeach Lender), or and further subject to Section 10.2(a), in the absence consideration for each Lender’s payment of such agreement, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In connection with the funding its pro rata share of the first $150 million of the Commitment Amount Subsequent Closing Purchase Price (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall be obligated to remit to the Company funds for their purchase of Preferred Stock on the following funding dates: (i) $25 million of the Commitment Amount shall be remitted no later than on the third (3rd) Business Day after the Subsequent Closing; (ii) up to $25 million of the Commitment Amount shall be remitted no later than on the tenth (10th) Business Day after the Second Preferred Closing), which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Second Preferred Closing shall occur no earlier than January 2, 2001; and (iii) up to $100 million of the Commitment Amount (plus, any amount of the $25 million that has not been funded in connection with the Second Preferred Closing) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that the date of such remittance for the Third Preferred Closing shall occur no earlier than January 2, 2001. In connection with the Third Preferred Closing, each Purchaser's obligation to purchase and pay for the Preferred Stock to be sold to such Purchaser at the Third Preferred Closing is subject to the satisfaction or waiver, prior to or at the Commitment Revocation Date, of the conditions set forth in Sections 3A.1, 3A.2, 3A.3, 3A.10 and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references to the "Subsequent Closing". After the Third Preferred Closing, any remaining Commitment Amount in excess of $150 million shall be remitted to the Company by the Purchasers no later than ten (10) Business Days after receipt of a demand for funding from the Company to purchase Preferred Stock up to the remaining Commitment Amount. After the Third Preferred Closing, any demand from the Company to the Purchasers to fund up to the remaining Commitment Amount shall be authorized by the Board of Directors and approved by the Company in the same manner as provided in section 3.1 of the Stockholders Agreement regarding "Supermajority Voting Rights." In each of the preceding cases, funding shall be made pro-rata, based on the Commitment Amount for each Purchaser (inclusive of the original principal amount of the Notes), subject to subsections (f) and (k)(iii) below. Each purchase of Preferred Stock shall be at a price of $100 per share. All remittances of funds for the Commitment Amounts by the Purchasers shall be made by wire transfer in immediately available funds to the account specified by the Company. Subject to the provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from the date of the Subsequent Closing and, to the extent not drawn, shall then terminate. (b) The Purchasers (which, subject to Section 2.2(i), shall include any Affiliate assignee thereof) may deliver to the Company commitment letters to purchase Preferred Stock up to an aggregate liquidation preference not to exceed the amounts set forth opposite such Purchaser's Lender’s name on in column (E) of the Schedule 1 of Lenders attached hereto, stating (i) the amount Borrowers shall issue and sell to each Lender listed in column (A) of liquidation preference thereof (the "Commitment Amount") in Schedule of Lenders attached hereto, and each such Lender severally, but not jointly, agrees to purchase from the form of Exhibit C hereto (the "Commitments"), beginning Borrowers on the date of the written order of the U.S. Court of Appeals for the Fifth Circuit relating to the FCC Litigation (the "FCC Decision Date"). If any Purchaser does not deliver its Commitment to the Company by the close of business on the Commitment Determination Subsequent Closing Date (as defined below), a principal amount of Notes, in substantially the form attached hereto as Exhibit A, as is set forth opposite such Lender’s name in column (C) then on the Schedule of Lenders attached hereto in a notice of purchase and sale (“Notice of Purchase and Sale”) in the form attached hereto as Exhibit L delivered by the Borrowers to each such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and any rights, benefits, warranties, duties and covenants hereunder relating Lender at least 30 days prior to the Preferred proposed Subsequent Closing Date, and (ii) the Borrowers shall issue to each such Lender on the Subsequent Closing Date the number of Shares of Common Stock as is set forth opposite such Lender’s name in column (D) on the Schedule of Lenders attached hereto. The closing (the “Subsequent Closing”) of the purchase of such Purchaser Securities by the Lenders shall be terminated, nullified and occur at the offices of no further force and effect, except with respect to, and only to the extent of, the Preferred Stock acquired by such Purchaser through the conversion of its Notes (if any) into Preferred Stock. (c) Each Purchaser and the Company shall make any necessary filings for approvals under the ▇▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇ Antitrust Improvement Act (the "HSR Act") not later than the fifth Business Day following the Initial Closing & ▇▇▇▇▇▇▇ LLP, Sears Tower, Suite 5800, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60606. The date and each Purchaser shall simultaneously provide the Company with notice and a copy of such filing; provided that the New Purchasers and the Company shall make any necessary filings for approvals under the HSR Act not later than five (5) Business Days after the Commitment Determination Date. Each Purchaser shall immediately notify the Company upon receipt of the applicable approvals under the HSR Act. In the event that the New Purchasers have not obtained the applicable approval under the HSR Act on the date time of the Subsequent Closing or (the Second Preferred Closing, then the New Purchasers shall fund the appropriate portion of its Commitment Amount into an escrow account and the Company shall deliver their respective shares of Preferred Stock to the escrow agent, in each case subject to an escrow agreement to be mutually agreed on by Pacific and the Company, and such funds “Subsequent Closing Date”) shall be released to the Company and such shares shall be released to the New Purchasers upon the receipt of notice of such approval. For the purposes of calculating dividends and distributions with respect to any shares of Preferred Stock placed in an escrow account pursuant to this Section 2.2(c)10:00 a.m., such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasers. (d) If as of the close of business on the (15th) fifteenth Business Day following the FCC Decision Date (such fifteenth Business Day, the "Commitment Determination Date") the aggregate Commitment Amount is at least $295 million, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) are received by the Company and each Purchaser. No later than 10:00 a.m. New York time on the Business Day following the Commitment Determination Date, the Company shall notify each Purchaser of the aggregate Commitment Amount as of the close of business on the Commitment Determination Date. (e) If as of the close of business on the Commitment Determination Date the aggregate Commitment Amount is less than $295 million, the following shall occur: (i) Each Purchaser shall have the right to terminate its Commitment and rescind its purchase of Preferred Stock by notice delivered to the Company no later than 5:00 p.m. New York time on the Business Day following the Commitment Determination Date (provided that the Company has delivered its notice pursuant to paragraph (d) above), and such Purchaser's Commitment shall terminate. (ii) Each Purchaser's Commitment (including, subject to Section 2.2(i), any Affiliate assignee thereof), which has not been terminated pursuant to paragraph (e)(i) above, shall become irrevocable, subject to revocation, cancellation and/or termination pursuant to subsections 2.2(h), 2.2(j) and/or 2.2(k)(v) below. During the seven (7) Business Days following the Commitment Determination Date, each such Purchaser shall have an exclusive right of first refusal to commit to purchase additional shares of Preferred Stock that were not subject to Commitments by delivering the corresponding additional Commitments to the Company. Such right of first refusal shall be exercisable pro-rata, based on the Purchaser's respective share of the total Commitment Amount (inclusive of the original principal amount of the Notes) as of the close of business on the Business Day following the Commitment Determination Date. (f) If as of the close of business on the seventh (7th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is still less than $295 million, the Company shall have the right, during the eighth (8th) through the twentieth (20th) Business Days following the Commitment Determination Date, to accept Commitments from additional purchasers of Preferred Stock, subject to the same terms and conditions as the Purchasers, in order to reach the $295 million aggregate amount. If any additional purchasers deliver a Commitment to purchase Preferred Stock pursuant to this subsection (f), then such additional purchaser shall fund its purchase of Preferred Stock in respect of a purchase date in a manner that results, after such funding, in such additional purchaser having funded the same percentage of its Commitment Amount as the other Purchasers have funded of their Commitment Amounts (inclusive of the original principal amount of the Notes). (g) Notwithstanding paragraph (f) above, if as of 12:00 p.m., New York Chicago time, on the fourth (4th) Business Day after the Commitment Determination Date or any Business Day thereafter subject to subsection 2.2(h) the aggregate Commitment Amount day that is at least $150 million, the Subsequent Closing involving the purchase of $25 million of Preferred Stock shall occur on the fourth (4th) Business Day following the Commitment Determination Date or a later date determined by the Company, provided that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. After the Subsequent Closing, the Second Preferred Closing involving the purchase of the next $25 million of Preferred Stock shall occur on a date as determined by the Board of Directors; provided that the Purchasers receive at least three (3) Business Days prior notice of such date; providedfollowing the date on which the conditions set forth in shall be satisfied or waived in accordance with this Agreement, however, provided that the date Subsequent Closing Date may occur no later than the two (2) year anniversary of such remittance for the Second Preferred First Closing Date. The aggregate purchase price (the “Subsequent Closing Purchase Price”) of the Notes and the Shares to be purchased by the Lenders at the Subsequent Closing shall occur no earlier than January 2be equal to $5,000,000. On the Subsequent Closing Date, 2001, and that all necessary approvals under the HSR Act (other than with respect to the purchase of Preferred Stock by the New Purchasers) have been received by the Company and the applicable Purchasers. (h) If as of the close of business on the twentieth (20th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 million, the purchase of the Preferred Stock shall be cancelled in its entirety, and the Commitments shall terminate. (i) Any Purchaser may purchase Preferred Stock hereunder in conjunction with only each Lender shall pay its pro rata share of the following: Subsequent Closing Purchase Price (i) any of its Affiliates, (ii) any of its partners, limited partners or members of such Purchaser that are transferees of Preferred Stock less the amounts withheld by it pursuant to distributions Section 8.25) to the Borrowers for the Notes and the Shares to be issued and sold to such Lender at the Subsequent Closing, by wire transfer of immediately available funds in accordance with the partnership agreement or operating agreement of such Purchaser or its Affiliates and (iii) in the case of PacificBorrowers’ written wire instructions, GC Dev. Co., Inc. (and, if it purchases Preferred Stock, shall also constitute a "New Purchaser"); provided, in the case of (i) and (ii) abovethe Borrowers shall deliver to each Lender (A) the Notes (in the denominations as such Lender shall have requested prior to the Subsequent Closing) which such Lender is then purchasing, that duly executed on behalf of the Borrowers and registered in the name of such Purchaser retains Lender or its designee and (B) certificates representing the voting rights relating Shares (in the denominations as such Lender shall have requested prior to the Subsequent Closing) which such Preferred StockLender is then purchasing, other than with respect to any transfers by Pacific to duly executed on behalf of the Principal Borrower and registered in the name of such Lender or its Affiliate, Pacific Capital Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., pursuant to which the voting rights will also be transferreddesignee.