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 Subject to the satisfaction or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof of all of the Agreement hereby is deleted and replaced conditions to the Subsequent Closing set forth in its entirety with Article VI, the following (a) The initial closing of the sale of the Series B-2 Preferred Stock Shares and the Series B-3 Preferred Shares (if any) contemplated hereby (the “Subsequent Closing”) shall take place, immediately prior to the consummation of the Target Acquisition, remotely via the electronic exchange of documents and signatures, or such other time and place as the Company and the Investor may agree in writing. The date on which the Subsequent Closing is to occur in three stages is herein referred to as the “Subsequent Closing Date.” The Company shall provide the Investor with at least five (5) Business Days prior written notice of the expected closing date of the Target Acquisition. (i) At the Subsequent Closing: (A) on three purchase datesthe terms of this Agreement and the Statement With Respect to Shares, the first being Company shall deliver to the "Subsequent Closing"holders of the Series B-1 Preferred Shares the Series B-2 Preferred Shares and, if an election has been made by the Investor pursuant to Section 2.01(b)(i), the second being the "Second Series B-3 Preferred Closing" Shares free and the third being the "Third Preferred Closing"clear of all Liens, 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 except restrictions imposed by the Purchasers articles of incorporation and bylaws of the Company, the Securities Act or in the absence of such agreementany applicable state or foreign securities Laws, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In connection with the funding and Liens arising due to actions by or on behalf of the first $150 million Investor, including Liens contemplated by the Issuer Agreement, if any, or Section 5.08 of this Agreement; (B) the Company will deliver to the Investor a customary legal opinion of the Commitment Amount (as defined below) to complete General Counsel of the purchase of Preferred Stock, the Purchasers shall be obligated to remit Company or outside corporate counsel to the Company funds for their purchase of Preferred Stock on as to the following funding dates: (i) $25 million due authorization, valid issuance and non-assessability of the Commitment Amount Series B-2 Preferred Shares and the Series B-3 Preferred Shares (if any); and (C) the holders of the Series B-1 Preferred Shares shall be remitted no later than on the third (3rd) Business Day after pay 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 Investment Purchase Price to the satisfaction or waiverCompany, 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 U.S. federal 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 designated 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 Datein writing. (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 Following the date hereof, but in any event not later than promptly following the Closing, the Company will notify GO and the Existing Shareholders in writing in a form approved by the Purchaser that each has an opportunity to purchase a portion of the Subsequent Purchased Shares as follows: (i) GO will have the option to purchase 6,444,404 Series D Preferred Stock shall occur in three stages on three Shares, at the Series D Purchase Price, for an aggregate consideration of $12,500,000; and (ii) the Existing Shareholders will have the option to purchase datesup to 6,444,404 Series D Preferred Shares, at the first being Series D Purchase Price, for an aggregate consideration of up to $12,500,000. Each of GO and the Existing Shareholders will be required to notify the Company of its election to purchase the Series D Preferred Shares offered to them within forty five (45) days of the Closing (the "Subsequent ClosingInvestment Option Period", 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 Existing Shareholders may extend the location as agreed Subsequent Investment Option Period, by written notice to by the Purchasers and the Company, or in the absence of such agreement, then by additional forty five (45) day period if necessary to raise capital to invest at the offices Subsequent Closing. If GO does not notify the Company within such forty five (45) day period of counsel for its election purchase all of the single largest Purchaser Series D Preferred Shares offered to it or the Existing Shareholders does not notify the Company within such forty five (45) day period (or the extended ninety (90) days period, if applicable) of its election purchase any portion of the Series D Preferred StockShares offered to it, GO or the Existing Shareholders, as applicable, will be deemed to have elected not to exercise and to waive such right. In connection with the funding event the Subsequent Investors together elect to purchase Subsequent Purchased Shares for an aggregate consideration of less than $25,000,000, York will have the first right, but not the obligation, to purchase any shortfall so that the aggregate consideration payable for Subsequent Purchased Shares purchased by the Subsequent Investors and York is up to $150 million 25,000,000, provided that if the Subsequent Investors together elect to purchase Subsequent Purchased Shares for an aggregate consideration of the Commitment Amount (as defined below) to complete the purchase of Preferred Stock, the Purchasers shall less than $12,500,000 York will be obligated to remit to purchase at least such number of Subsequent Purchased Shares so that the Company funds aggregate consideration payable 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 Subsequent Purchased Shares purchased by the Subsequent Closing; (ii) up to Investors and/or York is at least $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 terminate12,500,000. (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 sale 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 Purchased Shares pursuant to this Section 2.2(c)2.3(a) shall take place remotely via the exchange of documents and signatures, at such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date time and place 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 PurchasersSubsequent Investors mutually agree upon orally or in writing and in no event later than fifteen (15) days following the end of the Subsequent Investment Option Period (the "Subsequent Closing"). After The Subsequent Closing shall be subject to the same conditions as the Closing, mutatis mutandis, provided that each Subsequent Investor (other than the Purchaser) shall have previously executed and delivered a counterpart of this Agreement which shall include an updated Schedule 1 and the Seventh Amended and Restated Securityholders Agreement (if such Subsequent Investor is not already a party thereto). Following 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 each Subsequent Investor 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 considered 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" hereunder.

Subsequent Closing. Section 2.2 In the event less than all of the Agreement hereby is deleted Shares are sold and replaced in its entirety with issued at the following (a) The initial sale Closing, the Company may issue and sell any or all of the Preferred Stock shall occur in three stages on three unissued Shares at a purchase dates, price per share of no less than the first being the Purchase Price pursuant to an agreement or agreements substantially similar to this Agreement (or an addendum to this Agreement) at one or more subsequent closings (each a "Subsequent Closing") to take place at a time and place agreed upon by the Company and the purchasers participating in the respective closing(s); provided that the last Subsequent Closing must occur no later than January 31, 2004; and, provided, further, that such purchasers include a venture capital firm that is reasonably acceptable to the Investors and the Company. Each purchaser at a Subsequent Closing will also execute, and become a party to, the second being the "Second Preferred Closing" and the third being the "Third Preferred Closing", each Related Agreements. The sale of which respective dates Shares at any Subsequent Closing shall be determined as set forth below and shall not be subject to any pre-emptive rights of holders of Shares acquired at the conditions set forth herein; providedClosing or a previous Subsequent Closing. If, at a Subsequent Closing, a venture capital firm that additional sales is reasonably acceptable to the Investors and the Company purchases Shares, then ▇▇▇▇ shall have the right, but not the obligation, to purchase Shares in an aggregate amount of any remaining Commitments in excess of $150 million may occur after the Third Preferred Closing as set forth below. Each sale up to 83.333% of the Preferred Stock shall take place at total purchase price paid for all Shares by such venture capital firm in a Subsequent Closing (the location as agreed "▇▇▇▇ Option"). The ▇▇▇▇ Option 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 additional Shares is subject to the Company funds for their purchase of Preferred Stock on the following funding datesconditions: (i) ▇▇▇▇ may not purchase an aggregate amount of Shares with a value in excess of Two Million, Five Hundred Thousand Dollars ($25 million of the Commitment Amount shall be remitted no later than on the third (3rd2,500,000) Business Day after in the Subsequent ClosingClosings; (ii) up to $25 million the exercise of the Commitment Amount shall be remitted no later than on the tenth (10th▇▇▇▇ Option may not violate Section 5.3(a) 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, 2001hereof; and (iii) up ▇▇▇▇ must purchase any Shares available 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 it pursuant 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 ▇▇▇▇/▇▇▇▇▇/▇▇▇ Option by January 31, 2004. Notwithstanding any other provision in this Agreement to the contrary, if no reasonably acceptable venture capital firm has informed the Company by November 1, 2003 that it intends to purchase any Shares in a Subsequent Closing, the ▇▇▇▇ Antitrust Improvement Act Option shall expire on November 1, 2003, or, if the date for receiving such notice from a reasonably acceptable venture capital firm is extended by a majority of the Board (including all of 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 Independent Directors, as such filing; provided that the New Purchasers and the Company shall make any necessary filings for approvals term is defined 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 (fVoting Agreement), 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 in no event will the date of such remittance for the Second Preferred Closing shall occur no earlier than ▇▇▇▇ Option be extended beyond January 231, 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 Purchasers2004. (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 The closing of the sale and purchase of Subsequent Purchased Notes under this 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 a date and time specified by the Purchasers and Company (by written notice (the Company“Subsequent Closing Notice”) to the Undersigned at least six business days in advance), or in no later than 60 days after the absence of such agreement, then at the offices of counsel for the single largest Purchaser of Preferred Stock. In connection with the funding initial settlement of the first $150 million of Qualified Public Offering. At the Commitment Amount Subsequent Closing, (as defined belowi) the Undersigned will cause each Holder, severally, and not jointly, to complete the purchase of Preferred Stock, the Purchasers shall deliver or cause to be obligated to remit delivered to the Company funds for their purchase all right, title and interest in and to its Subsequent Purchased Notes, as specified on Exhibit A hereto, free and clear of Preferred Stock on any Liens, together with any documents of conveyance or transfer that the following funding dates: (i) $25 million of Company may reasonably deem necessary or desirable to transfer to and confirm in the Commitment Amount shall be remitted no later than on the third (3rd) Business Day after Company all right, title and interest in and to the Subsequent Closing; Purchased Notes, free and clear of any Liens and (ii) up to $25 million of the Commitment Amount Company 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 deliver to such Purchaser at the Third Preferred Closing is subject Holder a cash amount equal 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 Purchased Notes Purchase Price by wire transfer in of immediately available funds to an account designated by such Holder. The cancellation of the account specified Subsequent Purchased Notes shall be effected via DTC’s DWAC service pursuant to instructions provided by the Company. Subject Notwithstanding anything herein to the provisions of this Section 2.2contrary, each Purchaser's Commitment shall remain in full force and effect for Holder may, by notice to the Company sent no later than three years from the date business days after receipt of the Subsequent Closing andNotice, 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 elect 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") participate 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 in which case 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 Holder will not be required 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 entiretydeliver, and the Commitments shall terminateCompany will not be required to purchase, such Holder’s Subsequent Purchased Notes at the Subsequent Closing. (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 The obligation of each Buyer hereunder to pay all or any portion 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 Advance 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 its respective Warrants at the Third Preferred a Subsequent Closing is subject to the satisfaction satisfaction, on or waiver, prior to or at before the Commitment Revocation Subsequent Closing 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 casesfollowing conditions, funding shall be made pro-rata, based on the Commitment Amount provided that these conditions are for each Purchaser (inclusive of Buyer’s sole benefit and may be waived by both Collateral Agent and such Buyer at any time in its sole discretion by providing 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.Company with prior written notice thereof: (bi) 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 ▇▇▇▇/have executed such ▇▇▇▇▇/’s Note in the principal amount of the Subsequent Advance Amount being advanced by such Buyer. (ii) Collateral Agent and the Company shall have executed such ▇▇▇▇▇▇ Antitrust Improvement Act ’s Tranche I Warrant and Tranche II Warrant and delivered the same to such Buyer (the "HSR Act"iii) not later than the fifth Business Day following the Initial Closing The representations and each Purchaser shall simultaneously provide warranties of the Company with notice shall be true and correct as of the date when made and as of the Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a copy specific date, which shall be true and correct as of such filing; provided that the New Purchasers specific date) and the Company shall make any necessary filings for approvals under have performed, satisfied and complied in all respects with the HSR Act not later than five (5) Business Days after covenants, agreements and conditions required to be performed, satisfied or complied with by the Commitment Determination Company at or prior to the Subsequent Closing Date. Each Purchaser Collateral Agent and such Buyer shall immediately notify have received a certificate, duly executed by the Company upon receipt Chief Executive Officer 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 Company, dated as of the Subsequent Closing or the Second Preferred ClosingDate, 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, foregoing effect and as to such other matters as may be reasonably requested by Collateral Agent or such Buyer in each case subject the form acceptable to an escrow agreement to be mutually agreed on by Pacific and the Company, Collateral Agent 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)Buyer, such shares of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasersapplicable. (div) If No Event of Default shall have occurred and be continuing, nor shall any Event of Default occur as a result of the close closing of business the transactions 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. (ev) 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 Subject 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) abovelimitation set forth in Section 4(g), 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 paid all legal fees and expenses incurred by the rightBuyers in connection with the negotiation, during the eighth (8th) through the twentieth (20th) Business Days following the Commitment Determination Datedrafting, to accept Commitments from additional purchasers and execution of Preferred Stock, subject to the same terms this Agreement 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)Transaction Documents. (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 In 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, event 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 all Required Approvals (as defined belowherein after defined) then such Purchaser's right to purchase Preferred Stock hereunder shall be rescinded and terminated and of 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 ▇▇▇▇/▇▇▇▇▇/Governmental Entity having jurisdiction over ▇▇▇▇▇▇ Antitrust Improvement Act Express Financial Services Corporation, a Utah corporation ("WEX"), have not been obtained and (ii) all other conditions to Closing set forth in Articles VII and VIII hereof in respect of the Merger and all of the other Transferred Assets have been fulfilled or waived in accordance with the terms of this Agreement, then the parties hereto agree that the Merger shall be consummated and the Closing shall proceed in respect of all of the Transferred Assets other than the outstanding shares of capital stock of WEX (the "HSR ActDeferred Assets"), and that a subsequent closing ("Subsequent Closing") not in respect of the Deferred Assets take place following the Closing. The Subsequent Closing shall take place at 10:00 a.m., New York City time, on a date (the "Subsequent Closing Date") to be agreed upon by the parties hereto, which shall be no later than the fifth Business Day third business day following the Initial Closing date on which all Required Approvals of Governmental Entities having jurisdiction over WEX shall have been obtained, any conditions to the Required Approvals shall have been satisfied and each Purchaser any statutory waiting periods in respect thereof shall simultaneously provide have expired, at the Company with notice and offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other date or place as the parties may agree in writing. (b) Notwithstanding any other provision of this Agreement, if there is to be 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 following shall fund apply: (i) Following the appropriate portion Closing, Holdings (or an Affiliate thereof) shall retain all right, title and interest in and to the Deferred Assets and each of its Commitment Amount into an Parent, Holdings, Acquiror and Acquiror Sub shall continue to use their best efforts to obtain the Required Approvals as soon as practicable; (ii) $15,500,000 of the Escrowed Funds (the "Retained Escrow Amount") shall remain in escrow account with the Escrow Agent following the Closing and, except as provided in subsection (d) below, shall be released and delivered to Holdings, together with any interest earned thereon, at the Subsequent Closing; (iii) After all Required Approvals are obtained, the Subsequent Closing shall occur in accordance with Subsection (a) above and, at the Subsequent Closing, (A) the Escrow Agent shall release and deliver to Acquiror Sub the Deferred Assets, upon which all of Holdings right, title and interest in and to the Deferred Assets shall be transferred to Acquiror Sub or, at the election of Holdings, to Acquiror or such other Affiliate of Acquiror (other than Acquiror Sub) as may be specified by Acquiror, and (B) the Escrow Agent shall release and deliver to Holdings the Retained Escrow Amount, together with all interest earned thereon through the Subsequent Closing Date; (iv) It is the intention of the parties that, upon the occurrence of a Subsequent Closing, the acquisition of WEX by Acquiror Sub or Acquiror, as the case may be, shall be effective as of the Closing Date for purposes of this Agreement, and the Company business of WEX shall deliver their respective shares be run for the benefit of Preferred Stock Acquiror Sub or Acquiror, as the case may be, during the period from the Closing Date through and including the Subsequent Closing Date; and (v) During the period from the Closing Date through the Subsequent Closing, WEX will continue to provide to the escrow agent, Business the credit card and other services currently provided to the Business on the terms set forth in each case subject to an escrow the Transition Services Agreement or such other management agreement to as may be mutually agreed on upon by Pacific the parties hereto and Acquiror shall, and shall cause the Transferred Companies to, provide to WEX such services as are currently provided by ▇▇▇▇▇▇ Express Corporation, a Delaware corporation and the Company, and such funds shall be released parent company of WEX ("▇▇▇▇▇▇ Express"). (c) During the period from the Closing Date to the Company Subsequent Closing Date, except as consented to by Acquiror in writing, Parent and such shares Holdings shall be released cause WEX: (i) to conduct its business and operations in the New Purchasers upon ordinary course in substantially the receipt of notice of such approval. For same manner as presently conducted and to use reasonable best efforts to preserve its relationships with customers, suppliers and others having business with WEX; (ii) provide ▇▇▇▇▇▇ Express and ▇▇▇▇▇▇ Express Canada, Inc. with substantially the purposes of calculating dividends same services 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 terms as it provided to such entities prior to the Closing; (iii) to provide Acquiror Sub with information (financial or otherwise) regarding WEX or its services to the Transferred Companies as may be reasonably requested by Acquiror Sub; (iv) to take such or omit to take such actions as may be reasonably requested by Acquiror Sub; and (v) not to take any action that, if taken during the period from the date of this Agreement through the Effective Time without the consent of Acquiror, would constitute a breach of Section 5.1 hereof, assuming for this purpose that the threshold for capital expenditures in Section 5.1(viii) hereof is $100,000 individually and in the aggregate and "material" in Section 5.1 shall be measured with regard to WEX as the other Purchasersa stand-alone entity. (d) If as of the close of business Governmental Entities having jurisdiction over WEX (i) notify Holdings and/or Acquiror that a final, nonappealable decision has been made by such Governmental Entities that the Required Approvals will not be granted or (ii) have failed to provide the Requisite Approval on the or prior to October 31, 1999, then (15thi) 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 Deferred Assets 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 not 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 partnersHoldings shall retain all right, limited partners or members of such Purchaser that are transferees of Preferred Stock pursuant title and interest in and to distributions in accordance with the partnership agreement or operating agreement of such Purchaser or its Affiliates Deferred Assets and (iii) in the case of PacificRetained Escrow Amount, GC Dev. Co., Inc. (and, if it purchases Preferred Stocktogether with any interest earned thereon, shall also constitute a "New Purchaser"); provided, in be released and delivered by the case Escrow Agent to Acquiror Sub. All obligations of (i) Parent and (ii) above, that such Purchaser retains the voting rights relating to such Preferred Stock, other than Holdings with respect to any transfers by Pacific delivering the Deferred Assets to its Affiliate, Pacific Capital Partners I, L.P. (also known as Pacific Colony V, L.P.), or to GC Dev. Co., Inc., Acquiror and Acquiror Sub pursuant to which this Agreement shall thereafter cease and be null and void, and Holdings shall be free to exercise all rights of ownership over the voting rights will also be transferredDeferred Assets, including the right to freely dispose thereof.

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 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.

Subsequent Closing. Section 2.2 The subsequent closing of the Agreement transactions contemplated 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") shall take place beginning at 10:00 a.m., Chicago time, on the Subsequent Closing Date (which date shall be June 8, 1998 unless another date is specified in the Notice of Delivery) at the offices of Neal, ▇▇rb▇▇ & ▇ise▇▇▇▇▇, ▇▇o ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Subsequent Closing Date of the full amount of the Owner Participant's Commitment in respect of the Units delivered on the Subsequent Closing Date and the Loan Participant's Commitment in respect of the Units delivered on the Subsequent Closing Date, the second being Indenture Trustee on behalf of the "Second Preferred Closing" and the third being the "Third Preferred Closing"Owner Trustee shall, 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 Sections 4.1 and 4.3 having been fulfilled to the Third Preferred Closing as set forth below. Each sale satisfaction of the Preferred Stock shall take place at the location as agreed to Owner Participant or waived by the Purchasers and Owner Participant, pay to the CompanyLessee from the funds then held by it, or in immediately available funds, an amount equal to the absence of such agreement, then at the offices of counsel Equipment Cost 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 Units delivered on the following funding dates: Subsequent Closing Date, and simultaneously therewith, (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 ClosingLessee shall, 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 pursuant to the satisfaction or waiverBill ▇▇ Sale, 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 deliver such Section is applied by substituting the "Commitment Revocation Date" for any references Units 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 AffiliatesOwner Trustee, (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.Owner Trustee shall, pursuant to which the voting rights will also Lease, lease and deliver the Equipment delivered on the Subsequent Closing Date to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of such Units under the Lease, such lease, delivery and acceptance of the Units under the Lease shall be transferred.conclusively evidenced by the execution and delivery by the Lessee and Owner Trustee of

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 each Lender), and further subject to Section 10.2(a), in consideration for each Lender’s payment of its pro rata share of the CompanySubsequent Closing Purchase Price (based on the amount, or if any, each Lender has, in its sole and absolute discretion, agreed in writing to pay in respect thereof), the Borrowers shall issue and sell to each such Lender, and each such Lender severally, but not jointly, agrees to purchase from the Borrowers on the Subsequent Closing Date, a principal amount of Notes in the absence amount each Lender has agreed in writing to pay in respect thereof, pursuant to 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 Lender at least 30 days prior to the proposed Subsequent Closing Date (as defined below). The closing (the “Subsequent Closing”) of the purchase of such agreement, then Notes by the Lenders shall occur at the offices of counsel for the single largest Purchaser of Preferred Stock▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. In connection with the funding The date and time of the first $150 million of Subsequent Closing (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 ClosingDate”) shall be remitted no later than 10:00 a.m., Chicago time, on the tenth day that is three (10th3) Business Day after the Third Preferred Closing, which amount and purchase date shall be determined by the Board of Directors; provided, however, that Days following 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 on which the conditions set forth in Sections 3A.14.2 and 5.2 shall be satisfied or waived in accordance with this Agreement, 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 Closing Date may occur no later than ten the two (102) Business Days after receipt year anniversary of a demand for funding from the Company First Restated Closing Date. The aggregate purchase price (the “Subsequent Closing Purchase Price”) of the Notes 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 purchased by the Board of Directors and approved by Lenders at the Company Subsequent Closing shall not exceed $3,000,000 in the same manner as provided in section 3.1 of aggregate. On the Stockholders Agreement regarding "Supermajority Voting Rights." In Subsequent Closing Date, (i) each of the preceding cases, funding Lender 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 pay its pro rata share of the Subsequent Closing and, Purchase Price (less the amounts withheld by it pursuant to Section 8.25) 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 Borrowers 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 issued and the Company, and sold to 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 Lender 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 by wire transfer 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 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 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. Notwithstanding anything to the voting rights relating contrary contained herein, Borrowers shall only be permitted to avail themselves of one Subsequent Closing and no Lender or Holder shall be required to purchase Notes at such Preferred StockSubsequent Closing unless such Lender or Holder has agreed in writing, other than with respect in its sole and absolute discretion, to any transfers by Pacific so purchase Notes in response 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 transferreda Notice of Purchase and Sale.

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 ’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 ’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 ’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 ’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 ’s Commitment shall terminate. (ii) Each Purchaser's ’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 ’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 Subject 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 case to the satisfaction or waiver, prior to or at the Commitment Revocation Date, waiver of the conditions set forth in Sections 3A.16.2, 3A.26.3 and 6.4, 3A.3the Subsequent Closings may take place on such date or dates prior to the two-year anniversary of the date hereof (the “Investment Deadline”) as may be determined by WLR from time to time (each, 3A.10 and 3A.12a “Subsequent Closing Date”); provided, however, that, if at any time prior to the 90th calendar day after the Initial Closing, the Company gives WLR written notice as hereafter provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references it intends to the "Subsequent Closing". After the Third Preferred Closing, any remaining Commitment Amount consummate a Qualifying Transaction 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 accordance with this Agreement 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-ratareasonably believes, based on the Commitment Amount for each Purchaser (inclusive circumstances as of the original principal amount date of such written notice, that such Qualifying Transaction can be consummated prior to the first anniversary of the Notesdate hereof, the Investors will consummate, simultaneously with the closing of the Qualifying Transaction (which must occur no later than the first anniversary of the date hereof), subject a Subsequent Closing with respect to subsections up to all of the Subsequent Shares that have not, as of such time, previously been purchased by the Investors pursuant to this Section 2.2 (f) and (k)(iii) below. Each purchase such remaining Subsequent Shares, at any applicable time, the “Remaining Subsequent Shares”), provided that the total investment in Subsequent Shares does not exceed $46.875 million and, in the case of Preferred Stock shall be at a price of $100 per share. All remittances of funds Qualifying Transaction, the Company has arranged debt financing for the Commitment Amounts balance, if any, of the total purchase price payable by the Purchasers shall be made Company Group in the Qualifying Transaction on terms reasonably satisfactory to WLR. With respect to any Subsequent Closing requested by wire transfer in immediately available funds WLR or the Company prior to the account specified by the Company. Subject Investment Deadline pursuant to the provisions of this Section 2.2, each Purchaser's Commitment shall remain in full force and effect for three years from WLR or the date of the Subsequent Closing andCompany, to the extent not drawnas applicable, 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 will provide the Company or WLR, respectively, 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 written 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 Subsequent Closing 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 ten Business Days prior to the Company no later than 5:00 p.m. New York time on applicable Subsequent Closing Date, in the Business Day following the Commitment Determination Date (provided that the Company has delivered its notice pursuant to paragraph (d) above)case of a Subsequent Closing requested by WLR, 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) 20 Business Days following prior to the Commitment Determination applicable Subsequent Closing Date, each such Purchaser shall have an exclusive right in the case of first refusal a Subsequent Closing in respect of a Qualifying Transaction, provided that in the case of a Subsequent Closing relating 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 milliona Qualifying Transaction, the Company shall have the rightreceived, 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 not fewer 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) 15 Business Days prior notice of the relevant Subsequent Closing Date, written confirmation from WLR that it has received such dateinformation as WLR shall have determined in good faith was reasonably necessary for it to consider the transaction to which such Subsequent Closing relates; provided, however, that WLR will, at the date Company’s request, use its commercially reasonable efforts to act as promptly as practicable in connection with the actions required to be performed by or within the foregoing time periods. At each Subsequent Closing, each Investor will pay, by wire transfer 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 immediately available funds to the purchase of Preferred Stock by the New Purchasers) have been received bank accounts designated by the Company and the applicable Purchasers. (h) If as at least three Business Days prior to such Subsequent Closing, an amount equal to its pro rata share of the close aggregate purchase price payable for the portion of business the Subsequent Shares being purchased at such Subsequent Closing as set forth under the heading “Investor Percentage” on the twentieth (20th) Business Day after the Commitment Determination Date the aggregate Commitment Amount is less than $150 millionExhibit B, subject to any adjustments pursuant to Section 2.3. At each Subsequent Closing, the purchase of Company will issue to each Investor 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 portion of its Affiliatesapplicable Subsequent Shares that reflects such Investor’s proportionate funding in connection with such Subsequent Closing, (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 transferredassuming all Subsequent Shares have equal value.

Subsequent Closing. Section 2.2 Subject in all respects to the last sentence 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 datesthis paragraph, the first being subsequent closing (the "Subsequent Closing", ) of the second being the "Second Preferred Closing" transactions contemplated by this Agreement 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 Transaction Documents will 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 & ▇▇▇▇▇ LLP, 30 Rockefeller Plaza, New York City, at 10:00 a.m. Eastern time, on March 1, 2007 (or on a date designated by the "HSR Act"Majority Holders (upon no less than two (2) not later than business days written notice to 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 Company) 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 is on the date of or prior to the Subsequent Closing or Termination Date if 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 Audited 2006 Financial Statements have not 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 Investors prior to paragraph (d) aboveFebruary 15, 2007), 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 satisfaction or waiver of all conditions set forth in Articles VIII and conditions as the PurchasersX hereof, in order or such other date, place or time agreed 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 PurchasersMajority Holders (such date of the Closing being hereinafter referred to as the "Subsequent Closing Date"). After The Company shall deliver to each Investor a certificate representing the Shares such Investor is purchasing at the Subsequent Closing, the Second Preferred Closing involving against payment of the purchase price therefor by wire transfer of immediately available funds to such bank and account specified by the Company, cancellation of indebtedness, or any combination thereof. Notwithstanding any of the next $25 million foregoing, the obligation of Preferred Stock the Investors to purchase Shares and the Company's obligation to sell Shares under Section 2.01(c) hereof shall occur terminate in full (i) upon consummation of a Qualified Sale or Qualified Public Offering or (ii) on a date as determined by the Board of Directors; provided that the Purchasers receive at least three Subsequent Closing Termination Date (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 unless the Company and the applicable Purchasers. Majority Holders agree otherwise) if the Subsequent Closing has not occurred on or by such date (h) If provided that the Company's obligation to sell such Shares shall not terminate if the Subsequent Closing has not occurred as a result of a breach by 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 Company of its Affiliates, (ii) any obligations under this Agreement and an Investor's obligation to purchase such Shares shall not terminate if the Subsequent Closing has not occurred as a result of a breach by such Investor 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"obligations under this Agreement); 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 ’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 ’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.

Subsequent Closing. Section 2.2 Upon the execution of this Agreement, each Partner, as applicable, shall make Capital Contributions to the Agreement hereby is deleted and replaced Partnership, in its entirety with the following (a) The initial sale of amount set forth opposite such Partner's name on Schedule A-1 hereto under the Preferred Stock shall occur in three stages on three purchase dates, the first being the column captioned "Capital Contributions at Subsequent Closing", the second being the "Second Preferred Closing" and shall commit to make Capital Contributions to the third being Partnership in the total amount set forth opposite such Partner's name on Schedule A-1 hereto under the column captioned "Remaining Capital Commitment" in accordance with the written capital demands ("Capital Call") made by the General Partner as provided below in this Section 3.1.B for the purpose of the Partnership making capital contributions to ACCH with respect to its organization and operations. The General Partner may, from time to time prior to June 30, 1997, deliver written notice (the "Third Preferred ClosingCapital Call Notice") to each Partner, each who at such time has a Remaining Capital Commitment, to make Capital Contributions of which respective dates shall be determined as set forth below and shall be subject immediately available funds to the conditions set forth herein; provided, that additional sales Partnership in an amount equal to such Partner's proportionate share 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 such Capital Call by the Purchasers date (the "Capital Call Date") and the Companytime specified in, or in the absence of and as otherwise provided by, such agreement, then at the offices of counsel for the single largest Purchaser of Preferred StockCapital Call Notice. 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 The Capital Call Notice shall be obligated to remit to the Company funds for their purchase of Preferred Stock on the following funding dates: (i) $25 million of be delivered by the Commitment Amount shall be remitted no later than General Partner to each Partner who on the third (3rd) Business Day after the Subsequent Closingdate of such notice has a Remaining Capital Commitment; (ii) up call for contribution to $25 million the Partnership of the Commitment Amount amount of immediately available funds determined in accordance with clause (iii) below as may be determined in the reasonable discretion of the General Partner to be needed to fund organizational and operating expenses of ACCH; (iii) state each Partner's proportion- ate share of the Capital Call, which, for each Partner, shall be remitted the amount that bears the same ratio to the aggregate of the amounts payable by all Partners by the applicable Capital Call Date with respect to the same Capital Call as such Partner's Remaining Capital Commitment on such date bears to the aggregate of the Remaining Capital Commitment of all Partners on such date; (iv) state, in reasonable detail, the nature and amount or anticipated nature of the expenses or costs of ACCH for which the Capital Call is made; (v) specify the Capital Call Date which shall be no later less than on the tenth ten (10th10) Business Day days before and no more than sixty (60) days after the Second Preferred Closingdate of such Capital Call Notice and (vi) shall not be delivered after June 30, which amount and purchase date 1997. No Partner shall be determined required to make Capital Contributions pursuant to this Section 3.1.B pursuant to any Capital Call in excess of such Partner's Remaining Capital Commitment. Upon the receipt of Capital Contributions made pursuant to a Capital Call, the General Partner shall promptly (a) amend Schedule A and Schedule A-1 to reflect the receipt by the Board Partnership of Directorssuch Capital Contributions and the concomitant adjustment to the contributing Partner's Remaining Capital Commitment and (b) provide a copy of such revised schedules, and the effective date of each, to each of the Partners; 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 failure of the Commitment Amount (plusGeneral Partner to amend Schedules A and A-1 or provide a revised copy thereof to the Partners shall not prevent the effectiveness of, any amount or otherwise affect the underlying adjustments that would be reflected in, such amendments nor affect the obligations 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 Partners 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 PurchasersCapital Calls. (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 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 ClosingUnless this Section 2.2(b) shall be remitted no later than on the tenth (10th) Business Day after the Third Preferred Closinghave terminated pursuant to Article IX, 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, waiver of the conditions set forth in Sections 3A.1Articles V and VI, 3A.2if the Strategic Investment Round is consummated, 3A.3the Company may, 3A.10 at anytime thereafter and 3A.12; provided that each such Section is applied by substituting the "Commitment Revocation Date" for any references prior to the "Subsequent Closing". After one (1) year anniversary of the Third Preferred ClosingClosing Date, any remaining Commitment Amount in excess require the Purchaser to purchase, and the Company shall issue and sell to the Purchaser, for the aggregate purchase price of $150 million shall be remitted 2,000,000 in cash and a covenant to the Company issue a number of shares of Purchaser Common Stock equal to $7,000,000 divided by the Purchasers no later than ten (10) Business Days after receipt Purchaser Common Stock Per Share Market Price, that number 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 shares of Preferred Stock equal to $9,000,000 divided by the Approved Purchase Price per Share; PROVIDED, HOWEVER, that the number of shares of the Preferred Stock purchased pursuant to the foregoing shall be at a price of $100 per share. All remittances of funds for increased (and the Commitment Amounts by the Purchasers aggregate consideration thereof shall be made by wire transfer in immediately available funds appropriately increased) to the account specified by extent required to ensure that the Purchaser will not be deemed to be an "INVESTMENT COMPANY" within the meaning of the Investment Company Act, so long as any such additional issuance and sale to the Purchaser does not have a material adverse effect on the Condition of 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 If the Subsequent Closing and, is consummated pursuant to the extent not drawn, shall then terminate. (b) The Purchasers (which, subject to this Section 2.2(i2.2(b)(i), Section 2.2(b)(ii) 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 become void 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. (cii) Each Notwithstanding Section 2.2(b)(i), unless this Section 2.2(b) shall have terminated pursuant to Article IX, at any time after the Closing Date and prior to the one (1) year anniversary of the Closing Date, if the Strategic Investment Round has not yet been consummated, the Purchaser and may require the Company shall make any necessary filings to issue and sell to the Purchaser, 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 aggregate purchase price of $2,000,000 in cash and a copy covenant to issue a number of such filing; provided shares of Purchaser Common Stock equal to $7,000,000 divided by the Purchaser Common Stock Per Share Market Price, 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 number 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 equal to $9,000,000 divided by the Approved Purchase Price Per Share; PROVIDED, HOWEVER, that the number of shares of the Preferred Stock purchased pursuant to the escrow agent, in each case subject foregoing shall be increased (and the aggregate consideration thereof shall be appropriately increased) to an escrow agreement the extent required to ensure that the Purchaser will not be deemed to be mutually agreed an "INVESTMENT COMPANY" within the meaning of the Investment Company Act, so long as any such additional issuance and sale to the Purchaser does not have a material adverse effect on by Pacific and the Company as to result in the Condition of the Company, and such funds shall be released to . If 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 Subsequent Closing is consummated pursuant to this Section 2.2(c2.2(b)(ii), such shares Section 2.2(b)(i) shall become void and of Preferred Stock will be deemed to have been purchased by the New Purchasers on the same date as the other Purchasersno further force and effect. (diii) If as of In connection with (A) Section 2.2(b)(i), the close of business on Company may exercise its rights thereunder by providing notice to the Purchaser, and (15thB) fifteenth Business Day following Section 2.2(b)(ii), the FCC Decision Date Purchaser may exercise its rights thereunder by providing notice to the Company (each such fifteenth Business Daynotice, the "Commitment Determination DateINVESTMENT NOTICE") ), in either case the aggregate Commitment Amount is at least $295 millionBoard of Directors shall convene, the Subsequent Closing shall occur on a date determined by the Company as soon as practicable after all necessary approvals under receiving the HSR Act Investment Notice, and in any event within two (2) Business Days of such date, to determine the purchase price per share in accordance with the following sentence. The "APPROVED PURCHASE PRICE PER SHARE" shall be the fair market value of a share of Preferred Stock as determined with the Consent of the Board of Directors on the date so determined (or such other than date as determined with the Consent of the Board of Directors), PROVIDED, HOWEVER, that if the Board of Directors fails to determine such fair market value, then the Purchaser (i) may revoke, without prejudice, the Investment Notice or (ii) may request that the Company, by Consent of the Board of Directors, and the Purchaser select an Independent Financial Expert which shall determine such fair market value; PROVIDED, FURTHER, HOWEVER, if the Company and the Purchaser are unable to agree upon an Independent Financial Expert within five (5) days, the Company, by Consent of the Board of Directors, and the Purchaser each shall each select an Independent Financial Expert within five (5) days thereafter, and these two Independent Financial Experts shall select a third Independent Financial Expert. The determination of such fair market value by such Independent Financial Expert shall be final, binding and conclusive on the Company and the Purchaser; PROVIDED THAT, with respect to Section 2.2(b)(ii) only, the purchase Purchaser shall have two (2) Business Days after receipt of Preferred Stock by written notice of such determination revoke, without prejudice, the New Purchasers) are received Investment Notice. All costs and fees of any Independent Financial Experts retained in accordance with the foregoing shall be borne equally 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 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.