EXECUTION VERSION PLAN SUPPORT AGREEMENT This PLAN SUPPORT AGREEMENT (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 1, 2009, is entered into by and among (x) Freedom Communications Holdings, Inc., a Delaware corporation (“Holdings”), Freedom Communications, Inc., a Delaware corporation (the “Company”), each of the undersigned direct and indirect subsidiaries of the Company (collectively, with Holdings and the Company, the “Debtors”) and (y) each undersigned lender (each a “Consenting Lender” and together, the “Consenting Lenders”) under that certain Credit Agreement dated May 18, 2004 (as amended, modified or supplemented from time to time, the “Prepetition Credit Facility”) among the Company, Holdings, the lenders party thereto (collectively, the “Secured Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”). Each of the Debtors and the Consenting Lenders are referred to herein individually as a “Party”, and collectively as the “Parties”. RECITALS WHEREAS, the Debtors and the Consenting Lenders have negotiated a transaction that will effectuate a financial restructuring of the debt and equity of the Debtors on the terms and conditions set forth in the Plan (as defined below) (the “Restructuring”) that is to be implemented in voluntary cases commenced by the Debtors under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), before the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), on a consensual basis pursuant to a plan of reorganization to be confirmed under Chapter 11 of the Bankruptcy Code, the terms and conditions of which will be substantially consistent with those described in the term sheet which is attached hereto as Exhibit A (including any annexes and schedules attached thereto, the “Term Sheet”), and, if not specified in the Term Sheet, that is otherwise in form and substance reasonably satisfactory to the Consenting Lenders (the “Plan”). WHEREAS, in order to implement the Restructuring, the Debtors have agreed, subject to the terms and conditions of this Agreement, (i) to prepare and file, in any case(s) filed under Chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”), (a) the Plan and (b) a disclosure statement that is substantially consistent with the Plan and the Term Sheet and otherwise is in form and substance reasonably satisfactory to the Consenting Lenders (the “Disclosure Statement”) and (ii) to use commercially reasonable efforts to have the Disclosure Statement approved and the Plan confirmed by the Bankruptcy Court and consummated thereafter. WHEREAS, the Debtors and the Consenting Lenders, who collectively hold more than fifty percent of the claims under the Prepetition Credit Facility, have agreed to support the Restructuring on the terms and subject to the conditions set forth herein. [[3164419]] AGREEMENT NOW, THEREFORE, in consideration of the premises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Incorporation of Term Sheet and Definitions The Term Sheet is expressly incorporated herein by reference and is made part of this Agreement. All references herein to “this Agreement” or “herein” shall include the Term Sheet. The general terms and conditions of the Restructuring, as supplemented by the terms and conditions of this Agreement, are set forth in the Term Sheet. In the event the terms and conditions as set forth in the Term Sheet and this Agreement are inconsistent, the terms and conditions as set forth in the Term Sheet shall govern. Capitalized terms used and not defined in this Agreement shall have the meaning ascribed to them in the Term Sheet. 2. Implementation of the Restructuring Subject to the terms and conditions of this Agreement, the Parties agree severally and not jointly to use commercially reasonable efforts to complete the Restructuring through the Plan on terms and conditions consistent with those set forth herein. The Parties shall cooperate with each other in good faith and shall coordinate their activities in connection with (a) the implementation of the Restructuring and (b) the pursuit of the Restructuring and confirmation and consummation of the Plan. Furthermore, each Party shall take such action as may be reasonably necessary to carry out the purposes and intent of this Agreement, and each Party shall refrain from taking any action that would reasonably be expected to frustrate the purposes and intent of this Agreement and the Restructuring, including proposing a plan of reorganization that is not the Plan (or filing a disclosure statement with respect thereto). Each Party hereby covenants and agrees severally and not jointly, from the date hereof until this Agreement has been terminated in accordance with Section 5 below, (i) to negotiate in good faith the definitive documents implementing, achieving and relating to the Restructuring, including, but not limited to, the order of the Bankruptcy Court confirming the Plan, the Disclosure Statement and other related documents, each of which are more specifically described in the Term Sheet and each of which shall contain terms and conditions substantially consistent in all respects with the Term Sheet and, if not specified in the Term Sheet, otherwise in form and substance reasonably satisfactory to the Consenting Lenders and the Debtors (collectively with the Plan and the Disclosure Statement, the “Definitive Documents”), and (ii) to execute (to the extent they are a party thereto) the Definitive Documents and otherwise support and seek to effect the actions and transactions contemplated thereby. 2 [[3164419]] 3. Consenting Lenders’ Obligations to Support the Restructuring Subject to the terms and conditions of this Agreement, each Consenting Lender severally (and not jointly) agrees that, until this Agreement has been terminated in accordance with Section 5 and in connection with the Restructuring and the Plan upon the terms set forth in this Agreement, it will (i) not object to, or otherwise commence any proceeding to alter or oppose, the Restructuring or the confirmation of the Plan; (ii) not take any action that is materially inconsistent with, or that would unreasonably delay the consummation of, the Restructuring or the Plan in accordance with the terms of this Agreement; (iii) subject to Sections 10(c) and 24, vote, and cause its controlled affiliates and funds, as appropriate, to vote to accept the Plan in the Chapter 11 Cases; (iv) not object to the approval of the Disclosure Statement; (v) not vote for, consent to, intentionally induce or participate directly or indirectly in the formation of any other plan of reorganization or liquidation proposed or filed, or to be proposed or filed, in the Chapter 11 Cases; (vi) not commence or support any action or proceeding to shorten or terminate the period during which only the Debtors may propose and/or seek confirmation of the Plan; (vii) not directly or indirectly seek, solicit or encourage any other plan, proposal or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, restructuring of any Debtor or the sale of any or all assets of any Debtor; (viii) not commence or support any action filed by any party in interest to appoint a trustee, conservator, receiver or examiner for the Debtors, or to dismiss the Chapter 11 Cases, or to convert the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code; (ix) not instruct the Agent to take any action that is inconsistent with the terms and conditions of this Agreement and if the Agent takes or threatens to take any such action, direct or cause the Agent to be directed not to take such action; and (x) subject to the terms of this Agreement, not withdraw, revoke or act inconsistently with any of the foregoing unless and until this Agreement is terminated in accordance with its terms. Nothing contained herein shall limit the ability of a Consenting Lender to consult with the Debtors, or to appear and be heard, concerning any matter arising in the Chapter 11 Cases so long as such consultation or appearance is not inconsistent with such Consenting Lender’s obligations under this Agreement, the Plan and the Term Sheet. 4. Debtors’ Obligations to Support the Restructuring. The Debtors hereby agree (a) to file the Chapter 11 Cases with respect to the Restructuring with the Bankruptcy Court on or prior to 11:59 P.M. (Eastern) on September 3, 2009 (such filing date, the “Petition Date”) and to file the Plan and the Disclosure Statement with the Bankruptcy Court on or prior to 11:59 P.M. (Eastern) on the date that is 60 days following the Petition Date; (b) not to assert or support any assertion by any third party that, prior to issuing any termination notice pursuant to Section 5, a Consenting Lender shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and hereby waives, to the greatest extent possible, the applicability of the automatic stay for the giving of such notice); (c) to prepare or cause the preparation, as soon as practicable after the date hereof, of each of the Plan, the Disclosure Statement and (in consultation with the Agent) the Definitive Documents; (d) to use all reasonable commercial efforts to consummate the Restructuring and Plan within the timeframe contemplated by this Agreement and take any and all necessary and 3 [[3164419]] appropriate actions in furtherance of the Restructuring and the confirmation and consummation of the Plan; (e) to use all reasonable commercial efforts to obtain any and all required regulatory and/or third-party approvals for such Restructuring, including any approvals or waivers (to the extent deemed advisable by the Debtors and the Consenting Lenders) required by the FCC to consummate the Restructuring; (f) not to seek to implement any transaction or series of transactions that would effect a restructuring on different terms from the Restructuring or propose or support any plan of reorganization or liquidation in the Chapter 11 Cases other than the Plan; (g) not to take any action that is inconsistent with, or that would unreasonably delay or impede approval or confirmation and consummation of the Plan or that is otherwise inconsistent with this Agreement; (h) not to directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, consolidation, liquidation or restructuring of any of the Debtors that could reasonably be expected to prevent, delay or impede the confirmation and consummation of the Restructuring and the Plan; and (i) to provide written notice to the Agent and each Consenting Lender, within two business days of making such determination, if any Debtor determines that it would be inconsistent with its fiduciary duties to pursue confirmation and consummation of the Plan and the Restructuring contemplated by this Agreement; provided that nothing contained in this Agreement shall be deemed to prevent any Debtor from taking or failing to take any action that it is obligated to take (or fail to take) in the performance of any fiduciary or similar duty which such Debtor owes to any other person. 5. Termination of Obligations (a) This Agreement shall terminate and all of the obligations of the Parties shall be of no further force or effect in the event that (i) the Plan is confirmed and becomes effective pursuant to a final non-appealable order, (ii) the Parties mutually agree to such termination in writing or (iii) this Agreement is terminated pursuant to paragraph (b), (c) or (d) of this Section 5. (b) The Debtors may terminate this Agreement by written notice to the Agent upon the occurrence of any of the following events: (i) a determination by the board of directors of Holdings (the “Board”) that proceeding with the Restructuring and pursuit of confirmation and consummation of the Plan would be inconsistent with the Board’s fiduciary obligations under applicable law; (ii) a breach by any Consenting Lender of its material obligations hereunder, which breach is not cured within five business days after the giving of written notice by the Debtors of such breach to such Consenting Lender; or (iii) any Consenting Lender shall assert any claim or cause of action against any Debtor or any of its current directors, officers or advisors relating to the Prepetition Credit Facility, except to enforce the terms of this Agreement. 4 [[3164419]] (c) This Agreement may be terminated upon the occurrence of any of the following events (it being understood that the following termination events are intended solely for the benefit of the Consenting Lenders) (the “Lender Termination Events”): (i) failure of the Debtors to meet either of the deadlines set forth in Paragraphs 4(a) above; (ii) 11:59 P.M. (Eastern) on the date that is 60 days after the Petition Date, unless on or prior to such time the Debtors have filed the Disclosure Statement and Plan with the Bankruptcy Court; (iii) 11:59 P.M. (Eastern) on the date that is 90 days after the Petition Date, unless on or prior to such time the Bankruptcy Court has entered an order, in form and substance reasonably satisfactory to the Consenting Lenders, approving the Disclosure Statement under section 1125 of the Bankruptcy Code; (iv) 11:59 P.M. (Eastern) on the date that is 150 days after the Petition Date, unless on or prior to such time the Bankruptcy Court has entered an order, in form and substance reasonably satisfactory to the Consenting Lenders, confirming the Plan under section 1129 of the Bankruptcy Code; (v) 11:59 P.M. (Eastern) on the date that is 330 days after the Petition Date (the “Consummation Deadline”), unless on or prior to such time the Plan has become effective in accordance with its terms; provided that the Consummation Deadline may be extended by the Consenting Lenders, in their discretion, for 30 days so long as (i) the Consummation Deadline has not been delayed as a result of any breach of the Debtors’ material obligations under this Agreement, including any failure by the Debtors to submit any filings with the FCC necessary to obtain the requisite approvals or waivers from the FCC to consummate the Restructuring and (ii) the Parties hereto are waiting solely for any such approvals or waivers from the FCC in order for the Consummation Deadline to occur; (vi) the “Termination Date” has occurred (after giving effect to any cure and notice periods) under, and as defined, in any interim or final order issued by the Bankruptcy Date authorizing the Debtors to use the cash collateral of the Agent and the Secured Lenders; (vii) filing by the Debtors of a plan of reorganization or liquidation (or disclosure statement related thereto) in the Chapter 11 Cases that is not the Plan; (viii) after filing of the Plan, any amendment or modification to the Plan or the Disclosure Statement, or the filing of any pleading by any of the Debtors that seeks to amend or modify the Plan, the Disclosure Statement, the Definitive Documents or any documents related thereto, which amendment, modification or filing is inconsistent with this Agreement and the Term Sheet; 5 [[3164419]] (ix) any of the Debtors publicly announces its support for any plan of reorganization or liquidation that is materially inconsistent with the Plan, withdraws, or files a motion to withdraw the Plan, gives the notice described in Paragraph 4(i) or otherwise evinces an intention in writing not to proceed with the pursuit of confirmation and consummation of the Plan or to proceed with any alternative Chapter 11 plan or transaction; (x) a breach by the Debtors of their material obligations hereunder, which breach is not cured within five business days after the giving of written notice by the Agent (acting on behalf of the Consenting Lenders) of such breach; (xi) any representation or warranty made by any Debtor pursuant to this Agreement shall prove to have been false or misleading in any material respect when so made; (xii) the issuance of an order in the Chapter 11 Cases terminating any Debtor’s exclusive right to file a plan or plans of reorganization under section 1121 of the Bankruptcy Code; provided that such order is not the result of a motion filed by any Consenting Lender; (xiii) any event, development or circumstance occurs that results in any Debtor being unable to perform its material obligations under this Agreement; (xiv) a chapter 11 trustee or an examiner with enlarged powers relating to the operation of the Debtors’ businesses shall be appointed in any of the Chapter 11 Cases or any of the Debtors shall file a motion or other request for such relief; (xv) any Debtor shall file a motion or adversary proceeding challenging the validity, enforceability, perfection or priority of, or seeking the avoidance, of the liens securing the Secured Lenders’ claims under the Prepetition Credit Facility, or any other cause of action is asserted by any Debtor against the Agent, any Secured Lender, or any their respective affiliates, subsidiaries, members, directors, officers, representatives, attorneys or advisors relating to the Prepetition Credit Facility, except to enforce the terms of this Agreement; (xvi) any of the Chapter 11 Cases shall have been dismissed or converted to cases under Chapter 7 of the Bankruptcy Code; (xvii) any member of the Series A Stockholder Committee or any holder of Series B Common Stock (or their respective successors or assigns) shall (i) take action in opposition to the Plan or the transactions contemplated thereby, (ii) fail to take actions necessary to implement the Plan; provided that the Debtors reserve the right to reimburse the holders of Old Equity for any reasonable expenses incurred in performing such actions, or (iii) not consent to the release of the Secured Lenders and the Debtors, as long as reciprocal releases are granted to holders of Old Equity as part of the Plan (such member or holder, a “Dissenting Holder”); provided that it shall not be a Lender 6 [[3164419]] Termination Event hereunder if, after receiving written notice from the Agent (acting on behalf of the Consenting Lenders), the Debtors amend or modify the Term Sheet or, if applicable, the Plan and Disclosure Statement to provide (i) that such Dissenting Holder shall not receive or retain any property on account of its Old Equity under the Plan or (ii) if (and only if) the Debtors are unable to amend or modify the Plan as described in clause (i) under applicable bankruptcy law, that all holders of Old Equity shall not receive or retain any property on account of such Old Equity under the Plan; it being agreed and understood that such Term Sheet, as amended and modified pursuant to clause (i) or (ii) above, or, if applicable, such Plan and Disclosure Statement, as amended and modified pursuant to clause (i) or (ii) above, shall become for all purposes under this Agreement the “Term Sheet” or, if applicable, the “Plan” and “Disclosure Statement”. Upon the occurrence of any Lender Termination Event under (A) paragraphs (i), (ii), (iii), (iv), (v), (vi), (x) or (xii) of this Section 5(c), this Agreement shall terminate automatically without further action required by any party and (B) paragraph (vii), (viii), (ix), (xi), (xiii), (xiv), (xv), (xvi) or (xvii) of this Section 5(c), this Agreement shall terminate after the giving of written notice by the Agent (acting on behalf of the Consenting Lenders) of such Lender Termination Event (the date of termination under clause (A) or (B), the “Termination Date”). For the avoidance of doubt, the automatic stay arising under section 362 of the Bankruptcy Code shall be deemed waived or modified to the greatest extent permitted under law for purposes of providing notice hereunder. (d) The Debtors or the Consenting Lenders (by written notice executed by the Agent acting at the direction of the Consenting Lenders) may terminate this Agreement by written notice to the Parties in the event that the Bankruptcy Court or other governmental authority shall have issued any order, injunction or other decree or take any other action, in each case, which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the implementation of the Restructuring and/or the Plan substantially on the terms and conditions set forth in this Agreement. (e) If this Agreement is terminated pursuant to this Section 5, all further obligations of the Parties hereunder shall be terminated without further liability, provided that each Party shall have all rights and remedies available to it under applicable law (for all matters unrelated to this Agreement), the Prepetition Credit Facility and any documents or agreements ancillary thereto. If this Agreement is terminated at a time when permission of the Bankruptcy Court is required for a Consenting Lender to change or withdraw (or cause to change or withdraw) its vote to accept the Plan, the Debtors shall not oppose any attempt by such Consenting Lender to change or withdraw (or cause to change or withdraw) such vote at such time so long as the respective Consenting Lender has complied with the provisions of this Section 5. Upon a termination of this Agreement in accordance with this Section 5, no Party hereto shall have any continuing liability or obligation to any other Party hereto and the provisions of this Agreement shall have no further force or effect, except for the provisions in Sections 13-25, each of which shall survive termination of this Agreement; provided that no such termination shall 7 [[3164419]] relieve any party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination. 6. Representations of the Debtors Each Debtor hereby represents and warrants to each Consenting Lender as follows: (a) Power and Authority. It has all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement. (b) Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or limited liability company action on its part. (c) No Conflicts. To the best of the Company’s knowledge, the execution, delivery and performance by it of this Agreement and the transactions contemplated hereby do not and shall not conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it, Holdings or any of their respective subsidiaries is a party, other than as a result of the commencement of the Debtors’ Chapter 11 Cases or taking action in furtherance thereof. (d) Binding Obligation. This Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms. (e) Governmental Consents. The execution, delivery and performance by it of this Agreement and the transactions contemplated hereby do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action by, any federal, state or other governmental authority or regulatory body, except (i) in connection with the commencement of the Chapter 11 Cases, the approval of the Disclosure Statement and the confirmation of the Plan and (ii) in connection with any approvals or waivers required by the FCC to transfer ownership and control of Holdings or its subsidiaries to the Secured Lenders and, to the extent applicable, holders of Old Equity upon the consummation of the Restructuring. (f) No Consent or Approval. Except as expressly provided in this Agreement and Holdings’ and the Company’s certificates of incorporation, no consent or approval by any other person or entity is required in order for it to carry out the provisions of this Agreement and the transactions contemplated hereby. (g) No Material Misstatement or Omission. None of the material and information relating to pension, environmental or tax issues provided by or on behalf of the Debtors to the Agent or the Consenting Lenders in connection with the Restructuring contemplated in this Agreement, when read or considered together, contains any untrue 8 [[3164419]] statement of a material fact or omits to state a material fact necessary in order to prevent the statements made therein from being materially misleading. 7. Representations of the Consenting Lenders Each of the Consenting Lenders, severally, but not jointly, represents and warrants to the Parties as follows: (a) Holdings by Consenting Lenders. As of the date hereof, with respect to the Secured Lender Claims held by such Consenting Lender as set forth on such Consenting Lender’s signature page hereto, such Consenting Lender either is (i) the sole legal owner and beneficial owner of its share of the Secured Lender Claims and has full power and voting authority over such Secured Lender Claims, (ii) is the legal owner of its share of the Secured Lender Claims and has the power and authority to bind the legal and beneficial owner(s) of such Secured Lender Claims to the terms of this Agreement or (iii) has received direction from the party having full power and voting authority over such Secured Lender Claims to execute this Agreement. (b) Sufficiency of Information Received. Such Consenting Lender has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information it deems necessary and appropriate for such Consenting Lender to evaluate the financial risks inherent in the Restructuring and accept the terms of the Plan as set forth in the Term Sheet. (c) Power and Authority. It has all requisite corporate, partnership or limited liability company power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement. (d) Authorization. The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate, partnership or limited liability company action on its part. (e) Governmental Consents. The execution, delivery and performance by it of this Agreement do not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body except any approvals or waivers required by the FCC to transfer ownership and control of Holdings or its subsidiaries to the Secured Lenders and, to the extent applicable, the holders of Old Equity upon the consummation of the Restructuring. (f) Binding Obligation. This Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws limiting creditors’ rights generally or by general principles of equity relating to enforceability. 9 [[3164419]] 8. Conditions to Effectiveness. This Agreement shall become effective and binding upon each of the Parties on the date on which all of the following conditions are satisfied or waived (the “Effective Date”): (a) The Agent shall have received duly executed signature pages for this Agreement from (i) each of the Debtors and (ii) Consenting Lenders holding not less than 50% of the Secured Lender Claims; (b) The Agent shall have received resolutions from each Debtor evidencing the corporate, partnership or limited liability company authority of such Debtor to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereby; and (c) The Agent shall have received an executed shareholder consent from the Series A Common Stockholder Committee and each Series B Stockholder (x) providing for an agreement by such Committee and Series B Stockholder to (i) not take action in opposition to the Plan or the transactions contemplated thereby, (ii) take actions necessary to implement the Plan; provided that the Debtors reserve the right to reimburse the holders of Old Equity for any reasonable expenses incurred in performing such actions, and (iii) consent to the release of the Secured Lenders and the Debtors, as long as reciprocal releases are granted to holders of Old Equity as part of the Plan and (y) otherwise in form and substance reasonably satisfactory to the Consenting Lenders. 9. Additional Claims and Interests Subject. (a) Nothing in this Agreement shall be deemed to limit or restrict the ability or right of a Consenting Lender to purchase or take assignment of any additional Secured Lender Claims (“Additional Claims”) against or interests in any Debtor or any affiliate of any Debtor; provided, however, that in the event a Consenting Lender purchases or takes assignment of any such Additional Claims or other interests after the date hereof, such Additional Claims or other interests shall immediately upon such acquisition become subject to the terms of this Agreement. (b) Notwithstanding anything to the contrary contained herein, any Consenting Lender may, at any time and without notice to or consent from any other Party, pledge or grant a security interest in all or a portion of its rights (including rights to payment of interest and repayment of principal) under the Prepetition Credit Facility in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a party hereto. (c) Notwithstanding anything herein to the contrary, the Parties acknowledge that the support of each Consenting Lender contained in this Agreement 10 [[3164419]]