Exhibit 10.1


 


FIRST AMENDMENT


 


This
First Amendment, dated as of August 19, 2010 (this “Amendment”), to
the Fourth Amended and Restated Credit Agreement, dated as of October 29,
2009 (the “Existing Credit Agreement”), among Sinclair Television Group, Inc.,
a Maryland corporation (the “Borrower”), Sinclair Broadcast
Group, Inc. (the “Holding Company”), the guarantors party thereto,
the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), Wells Fargo Bank, National Association, as
syndication agent and JPMorgan Chase Bank, N.A., as administrative agent (in
such capacity, the “Administrative Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
certain lenders (the “Existing Tranche B Term Lenders”) have made
certain term loans to the Borrower pursuant to the Existing Credit Agreement
(the “Existing Tranche B Term Loans”);


 


WHEREAS, the Borrower has requested that the
Existing Credit Agreement be amended so as to provide for (i) a new
tranche of term loans thereunder, the proceeds of which, together, if
necessary, with other available funds of the Borrower, will be used to
refinance all currently outstanding Tranche B Term Loans and which, except as
revised hereby, will have the same terms as the currently outstanding Tranche B
Term Loans under the Existing Credit Agreement and (ii) modifications to
the Applicable Margin for the New Tranche B Term Loans (as defined below); and


 


WHEREAS, the Required Refinancing Lenders (as
defined below) and the Administrative Agent have agreed, upon the terms and
subject to the conditions set forth herein, that (a) certain lenders (the “Additional
Tranche B Term Lenders”) will make New Tranche B Term Loans,
(b) certain lenders (the “Converting Tranche B Term Lenders”;
together with the Additional Tranche B Term Lenders, the “New Tranche B Term
Lenders”) will convert their Existing Tranche B Term Loans into New Tranche
B Term Loans, (c) the proceeds of the New Tranche B Term Loans will be
available solely to refinance the Existing Tranche B Term Loans and (d) the
Existing Credit Agreement will be amended as set forth herein;


 


NOW, THEREFORE,
in consideration of the premises contained herein, the parties hereto hereby
agree as follows:


 


Section 1.      Defined Terms.  Unless otherwise defined herein, capitalized terms
are used herein as defined in the Credit Agreement as amended hereby.  As used in this Amendment:


 


(a)   “Required Refinancing
Lenders” means, at any time, (i) the Required Lenders (as defined in
the Existing Credit Agreement) and (ii) each of the New Tranche B Term
Lenders;


 


(b)   “Credit Agreement”
means the Existing Credit Agreement as amended by this Amendment; and


 


(c)   “New Tranche B Term Loan
Commitment” means, for any New Tranche B Term Lender, the amount set forth
on Schedule I to this Amendment for such Tranche B Term Loan.


 

















 


Section 2.      Amendments.  The Existing Credit Agreement (including the
Annexes, Schedules and Exhibits thereto) is hereby amended in accordance with Exhibit A
hereto: (a) by deleting each term thereof which is lined out and (b) by
inserting each term thereof which is double underlined, in each case in the
place where such term appears therein.


 


Section 3.      Agents.  It is agreed that in connection with this
Amendment Citadel Securities LLC shall be appointed Documentation Agent.


 


Section 4.      New Tranche B Term Loans.  (a)  Subject
to the terms and conditions set forth herein, (i) each Additional Tranche
B Term Lender agrees to make term loans to the Borrower in an aggregate amount
equal to such Additional Tranche B Term Lender’s New Tranche B Term Loan
Commitment (in each case, an “Additional Tranche B Term Loan”) and (ii) each
Converting Tranche B Term Lender, as provided in Section 4(b) below,
agrees to convert all or a part of such Lender’s Existing Tranche B Term Loans
into such a loan on the First Amendment Effective Date (together with any
Additional Tranche B Term Loans, the “New Tranche B Term Loans”).  The New Tranche B Term Loans shall be made by
the New Tranche B Term Lenders in accordance with their respective amounts set
forth on Schedule I hereto.


 


(b)   Notwithstanding the
foregoing, unless such Existing Tranche B Term Lender delivers notice to the
Administrative Agent prior to the First Amendment Effective Date indicating
otherwise, each Existing Tranche B Term Lender which is a New Tranche B Term
Lender shall convert all or, at the Administrative Agent’s option, part of the
outstanding principal amount of such Lender’s Existing Tranche B Term Loans
into a principal amount of New Tranche B Term Loans hereunder equal to the
principal amount so converted.  On the
First Amendment Effective Date, such Existing Tranche B Term Loans shall be
converted for all purposes of the Credit Agreement into New Tranche B Term
Loans thereunder, and the Administrative Agent shall record in the Register the
aggregate amount of Existing Tranche B Term Loans converted into New Tranche B
Term Loans.


 


(c)   The New Tranche B Term Loans
shall initially be made as (i) Eurodollar Loans or (ii) ABR Loans or (iii) a
combination thereof, as agreed to by the Borrower and the Administrative
Agent.  The Required Refinancing Lenders
hereby waive (x) the limitations of Section 7.01 of the Credit
Agreement to the extent, but only to the extent, necessary to permit the
Borrower to incur the New Tranche B Term Loans and (y) the requirements of
Section 2.09(c) of the Credit Agreement to the extent, but only to
the extent, such Section requires more than one Business Day’s notice of
repayment to be given in respect of the Existing Tranche B Term Loans to be
refinanced on the First Amendment Effective Date.


 


(d)   All New Tranche B Term Loan
Eurodollar Borrowings made on the First Amendment Effective Date shall have
initial Interest Periods ending on the same dates as the Interest Periods
applicable to the Existing Tranche B Term Loan Borrowings being refinanced, and
the Adjusted LIBO Rates applicable to such New Tranche B Term Loan Borrowings
during such initial Interest Periods shall be the same as those applicable to
the Existing Tranche B Term Loan Borrowings being refinanced.  For purposes of the foregoing, such Interest
Periods shall be assigned to the Additional Tranche B Term Loans of each
Additional Tranche B Term Lender in the same proportion that such Interest
Periods applied to the Existing Tranche B Term Loans on the First Amendment
Effective Date.  The Borrower will not be
required to make any payments to Converting Tranche B Term Lenders under Section 2.14
of the Credit Agreement in connection with the conversion of their Existing
Tranche B Term Loans into New Tranche B Term Loans.


 


2

















 


(e)   The Borrower hereby
irrevocably directs the Administrative Agent (i) to apply all the proceeds
of the Additional Tranche B Term Loans being funded on the First Amendment Effective
Date immediately upon the receipt thereof to prepay the outstanding principal
of the Existing Tranche B Term Loans and (ii) with respect to the New
Tranche B Term Loans being converted from Existing Tranche B Term Loans, to
take such action as is deemed necessary or appropriate to effectuate the
conversion of such Existing Tranche B Term Loans into New Tranche B Term Loans
in the manner described above in Section 4(b).  The Borrower also agrees to pay to the
Administrative Agent on the First Amendment Effective Date by intrabank
transfer of immediately available funds all accrued interest, fees and any
other amounts owing in respect of the Existing Tranche B Term Loans as of such
date (including any amounts payable pursuant to Section 10.03 of the Credit
Agreement as a result of the making of the New Tranche B Term Loans, including
the conversion of Existing Tranche B Term Loans to New Tranche B Term Loans).


 


(f)    The aggregate principal
amount of all Revolving Loans, all Swing Line Loans and all Letters of Credit
outstanding under the Existing Credit Agreement on the First Amendment
Effective Date shall continue to be outstanding under the Credit Agreement and
the terms of the Credit Agreement will govern the rights of the Borrower, the
Lenders and Issuing Lenders with respect thereto.


 


(g)   On and after the First
Amendment Effective Date, each reference in the Credit Agreement to (i) “Tranche
B Term Loans” shall be deemed a reference to the New Tranche B Term Loans
contemplated hereby and (ii) “Agreement” shall be deemed a reference to
the Existing Credit Agreement as amended by this Amendment.  Notwithstanding the foregoing, the provisions
of the Credit Agreement with respect to indemnification, reimbursement of costs
and expenses, increased costs and break funding payments shall continue in full
force and effect with respect to, and for the benefit of each Lender that was
an Existing Tranche B Term Lender prior to the First Amendment Effective Date,
but that is not a New Tranche B Term Lender.


 


Section 5.      Fees.


 


(a)   The Borrower agrees to pay
to the Administrative Agent for the account of each Revolving Lender that has
executed and delivered a counterpart of this Amendment by 5:00 P.M., New
York City time, on the First Amendment Effective Date, an amendment fee in an
amount equal to 0.25% of the principal amount of each such Lender’s outstanding
Revolving Commitment.


 


(b)   The Borrower agrees to pay
to the Administrative Agent for the account of each New Tranche B Term Lender
that has executed and delivered a counterpart of this Amendment by 5:00 p.m.,
New York City time, on the First Amendment Effective Date, an upfront fee in an
amount equal to 0.50% of the principal amount of each such Lender’s Outstanding
New Tranche B Term Loan (which may take the form of original issue discount of
0.50%).


 


Section 6.      Representations and Warranties.  After giving effect to this Amendment, the
Borrower (as to itself and its Subsidiaries only) and the Holding Company
hereby confirm that the representations and warranties set forth in Article IV
of the Credit Agreement are true and correct in all material respects on and as
of the date hereof (or, if any such representation and warranty is expressly
stated to have been made as of a specific date, as of such specific date).


 


3

















 


Section 7.      Effectiveness of Amendment.  This Amendment shall become effective upon
satisfaction of the following conditions precedent (such date, the “First
Amendment Effective Date”):


 


(a)   receipt by the
Administrative Agent of executed signature pages to this Amendment from (i) the
Borrower, the Holding Company and each Guarantor that is party to the Credit
Agreement and (ii) the Required Refinancing Lenders;


 


(b)   receipt by the
Administrative Agent of a certificate of each Obligor that is a party hereto,
dated the First Amendment Effective Date and executed by its secretary or
assistant secretary, which shall certify the resolutions of its board of
directors, members or other body authorizing the execution, delivery and
performance of the transactions contemplated by this Amendment;


 


(c)   receipt by the
Administrative Agent of the legal opinion of (i) Thomas &
Libowitz, P.A., counsel for the Obligors and (ii) such other counsel of
the Obligors reasonably satisfactory to the Administrative Agent, each in form
and substance satisfactory to the Administrative Agent;


 


(d)   receipt by (i) the Lead
Arranger and the Administrative Agent, for the account of each consenting
Lender, the fees agreed to be paid to them by the Borrower in connection with
this Amendment and (ii) to the Administrative Agent (or its affiliates)
all reasonable fees and expenses, including reasonable fees and expenses of
counsel to the Administrative Agent, required to be paid or reimbursed by the
Borrower in connection with the preparation, execution and delivery of this
Amendment (and, in the case of any such expenses, for which invoices in
reasonable detail shall have been presented to the Borrower prior to the First
Amendment Effective Date); and


 


(e)   receipt by the
Administrative Agent of such documents, certificates and other instruments as
the Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Obligors, the authorization of
this Amendment and the transactions contemplated hereby and any other legal
matters relating to the Obligors, this Amendment, the other Loan Documents and
the transactions contemplated hereby, all in form and substance reasonably
satisfactory to the Administrative Agent.


 


Section 8.      Reaffirmation of Guaranty and
Security Documents.  Each
Guarantor hereby agrees that all of its obligations and liabilities under the
Existing Credit Agreement and each Security Document to which it is a party
remain in full force and effect on a continuous basis after giving effect to
this Amendment.


 


Section 9.      Effect on the Loan Documents; No
Other Amendments or Consents.  Except as expressly provided herein, all of
the terms and provisions of the Existing Credit Agreement and the other Loan
Documents are and shall remain in full force and effect.  The amendments provided for herein are
limited to the specific subsections of the Existing Credit Agreement specified
herein and shall not constitute a consent, waiver or amendment of, or an
indication of the Administrative Agent’s or the Lenders’ willingness to consent
to any action requiring consent under any other provisions of the Existing
Credit Agreement or the same subsection for any other date or time period.


 


Section 10.    Expenses.  The Borrower agrees to pay and reimburse the
Administrative Agent for all its costs and out-of-pocket expenses incurred in
connection with the preparation and delivery of this Amendment, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.


 


4

















 


Section 11.    Counterparts.  This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. 
Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


Section 12.    GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


5
















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their proper and duly authorized officers as of the day and year
first above written.


 


 


	
   

  	
  SINCLAIR
  TELEVISION GROUP, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David B. Amy

  
	
   

  	
   

  	
  Name:
  David B. Amy

  
	
   

  	
   

  	
  Title:
  Secretary

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  SINCLAIR
  BROADCAST GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David B. Amy

  
	
   

  	
   

  	
  Name:
  David B. Amy

  
	
   

  	
   

  	
  Title:
  Executive Vice President and Chief Financial Officer

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  WCGV, INC.

  
	
   

  	
  SINCLAIR
  ACQUISITION IV, INC.

  
	
   

  	
  WLFL, INC.

  
	
   

  	
  SINCLAIR
  MEDIA I, INC.

  
	
   

  	
  WSMH, INC.

  
	
   

  	
  SINCLAIR
  MEDIA II, INC.

  
	
   

  	
  WSTR
  LICENSEE, INC.

  
	
   

  	
  WGME, INC.

  
	
   

  	
  SINCLAIR
  MEDIA III, INC.

  
	
   

  	
  WTTO, INC.

  
	
   

  	
  WTVZ, INC.

  
	
   

  	
  WYZZ, INC.

  
	
   

  	
  KOCB, INC.

  
	
   

  	
  WDKY, INC.

  
	
   

  	
  WYZZ
  LICENSEE, INC.

  
	
   

  	
  KLGT, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION COMPANY II, INC.

  
	
   

  	
  WSYX
  LICENSEE, INC.

  
	
   

  	
  WGGB, INC.

  
	
   

  	
  WTWC, INC.

  
	
   

  	
  SINCLAIR
  COMMUNICATIONS II, INC.

  
	
   

  	
  SINCLAIR
  HOLDINGS I, INC.

  
	
   

  	
  SINCLAIR
  HOLDINGS II, INC.

  
	
   

  	
  SINCLAIR
  HOLDINGS III, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION COMPANY, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF BUFFALO, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF CHARLESTON, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF NASHVILLE, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF NEVADA, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF TENNESSEE, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION LICENSE HOLDER, INC.

  
	
   

  	
  SINCLAIR
  TELEVISION OF DAYTON, INC.

  
	
   

  	
  SINCLAIR
  ACQUISITION VII, INC.

  
	
   

  	
  SINCLAIR
  ACQUISITION VIII, INC.

  
	
   

  	
  SINCLAIR
  ACQUISITION IX, INC.

  
	
   

  	
  SINCLAIR
  ACQUISITION X, INC.

  
	
   

  	
  MONTECITO
  BROADCASTING CORPORATION

  
	
   

  	
  CHANNEL
  33, INC.

  
	
   

  	
  WNYO, INC.

  
	
   

  	
  NEW
  YORK TELEVISION, INC.

  
	
   

  	
  BIRMINGHAM
  (WABM-TV) LICENSEE, INC.

  
	
   

  	
  RALEIGH
  (WRDC-TV) LICENSEE, INC.

  
	
   

  	
  SAN
  ANTONIO (KRRT-TV) LICENSEE, INC.

  
	
   

  	
  WVTV
  LICENSEE, INC.

  
	
   

  	
  SINCLAIR
  PROPERTIES, LLC

  
	
   

  	
  SINCLAIR
  PROPERTIES II, LLC

  
	
   

  	
  KBSI
  LICENSEE L.P.

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  WMMP
  LICENSEE L.P.

  
	
   

  	
  WSYT
  LICENSEE L.P.

  
	
   

  	
  By:

  	
  Sinclair
  Properties, LLC, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  WEMT
  LICENSEE L.P.

  
	
   

  	
  WKEF
  LICENSEE L.P.

  
	
   

  	
  By:

  	
  Sinclair
  Properties II, LLC, General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  WGME
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  WGME, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WICD
  LICENSEE, LLC

  
	
   

  	
  WICS
  LICENSEE, LLC

  
	
   

  	
  KGAN
  LICENSEE, LLC

  
	
   

  	
  KFXA
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Acquisition IV, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WSMH
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  WSMH, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WPGH
  LICENSEE, LLC

  
	
   

  	
  KDNL
  LICENSEE, LLC

  
	
   

  	
  WCWB
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Media I, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTVZ
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  WTVZ, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR
  FINANCE, LLC

  
	
   

  	
  KLGT
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  KLGT, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WCGV
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  WCGV, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KUPN
  LICENSEE, LLC

  
	
   

  	
  WEAR
  LICENSEE, LLC

  
	
   

  	
  WFGX
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Media II, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WLFL
  LICENSEE, LLC

  
	
   

  	
  WRDC,
  LLC

  
	
   

  	
  By:

  	
  WLFL, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTTO
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  WTTO, Inc.,
  Member

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  WTWC
  LICENSEE, LLC 

  
	
   

  	
  By:

  	
  WTWC, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WGGB
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  WGGB, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KOCB
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  KOCB, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WDKY
  LICENSEE, LLC

  
	
   

  	
  KOKH,
  LLC

  
	
   

  	
  By:

  	
  WDKY, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KOKH
  LICENSEE, LLC,

  
	
   

  	
  By:

  	
  KOKH,
  LLC, Member of KOKH Licensee, LLC

  
	
   

  	
  By:

  	
  WDKY, Inc.,
  Member of KOKH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  WUPN
  LICENSEE, LLC

  
	
   

  	
  WUTV
  LICENSEE, LLC

  
	
   

  	
  WXLV
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television of Buffalo, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WUXP
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television of Tennessee, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WCHS
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Media III, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR
  FINANCE, LLC

  
	
   

  	
  By:

  	
  KLGT, Inc.,
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WZTV
  LICENSEE, LLC

  
	
   

  	
  WVAH
  LICENSEE, LLC

  
	
   

  	
  WNAB
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television of Nashville, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WMSN
  LICENSEE, LLC

  
	
   

  	
  WUHF
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television Company, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  WTAT
  LICENSEE, LLC

  
	
   

  	
  WRLH
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television of Charleston, Inc., Member

  



 


Signature page to First
Amendment


 






 












 


	
   

  	
  WRGT
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television of Dayton, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR
  NEWSCENTRAL, LLC

  
	
   

  	
  CHESAPEAKE
  TELEVISION LICENSEE, LLC

  
	
   

  	
  KABB
  LICENSEE, LLC

  
	
   

  	
  WLOS
  LICENSEE, LLC

  
	
   

  	
  SAN
  ANTONIO TELEVISION, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Communications, LLC, Sole Member

  
	
   

  	
  By:

  	
  Sinclair
  Television Group, Inc., Sole Member of Sinclair Communications, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR
  PROGRAMMING COMPANY, LLC

  
	
   

  	
  SINCLAIR
  COMMUNICATIONS, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Television Group, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KDSM,
  LLC

  
	
   

  	
  By:

  	
  Sinclair
  Broadcast Group, Inc., Member

  
	
   

  	
   

  	
   

  
	
   

  	
  KDSM
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  KDSM,
  LLC, Sole Member of KDSM Licensee, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Broadcast Group, Inc., Sole Member of KDSM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  WDKA
  LICENSEE, LLC

  
	
   

  	
  WNYS
  LICENSEE, LLC

  
	
   

  	
  By:

  	
  Sinclair
  Properties, LLC, Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David B. Amy

  
	
   

  	
   

  	
  David
  Amy, in his capacity as Executive Vice President, Secretary or Manager, as
  the case may be

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  as
  Swing Line Lender, as Issuing Lender and as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter B. Thauer

  
	
   

  	
   

  	
  Name:
  Peter B. Thauer

  
	
   

  	
   

  	
  Title:
  Executive Director

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  JP
  MORGAN CHASE BANK, N.A.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter B. Thauer

  
	
   

  	
   

  	
  Name:
  Peter B. Thauer

  
	
   

  	
   

  	
  Title:
  Executive Director

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Syndication Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kyle R. Holtz

  
	
   

  	
   

  	
  Name:
  Kyle R. Holtz

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  CITADEL
  SECURITIES LLC,

  
	
   

  	
  as
  Documentation Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher L. Ramsay

  
	
   

  	
   

  	
  Name:
  Christopher L. Ramsay

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


Signature page to First
Amendment


 
















 


	
   

  	
  Aladdin
  Flexible Investment Fund SPC for Account of Series 2008-01

  
	
   

  	
  By:
  Aladdin Capital Management LLC, as Manager,

  
	
   

  	
  as
  a Lender

  



 


	
   

  	
  By:

  	
  /s/
  Alyse Kelly

  
	
   

  	
   

  	
  Name:
  Alyse Kelly

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
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  Landmark
  IV CDO Limited

  
	
   

  	
  By:
  Aladdin Capital Management LLC, as Manager,

  
	
   

  	
  as
  a Lender

  



 


	
   

  	
  By:

  	
  /s/
  Alyse Kelly

  
	
   

  	
   

  	
  Name:
  Alyse Kelly

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
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  Landmark
  VIII CLO Ltd.

  
	
   

  	
  By:
  Aladdin Capital Management LLC, as Manager,

  
	
   

  	
  as
  a Lender

  



 


	
   

  	
  By:

  	
  /s/
  Alyse Kelly

  
	
   

  	
   

  	
  Name:
  Alyse Kelly

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
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  Allied
  Irish Banks, PLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Augustini

  
	
   

  	
   

  	
  Name:
  Joseph Augustini

  
	
   

  	
   

  	
  Title:
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edwin Holmes

  
	
   

  	
   

  	
  Name:
  Edwin Holmes

  
	
   

  	
   

  	
  Title:
  Assistant Vice President

  



 


Signature page to First
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  Northwoods
  Capital VIII Limited

  
	
   

  	
   

  
	
   

  	
  By:
  Angelo, Gordon & Co., L.P.

  
	
   

  	
   

  
	
   

  	
  as
  Collateral Manager,

  	
   

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Name:
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  Northwoods
  Capital VII Limited

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  Angelo, Gordon & Co., L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Name:
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
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  Northwoods
  Capital VI Limited

  
	
   

  	
   

  
	
   

  	
  By:
  Angelo, Gordon & Co., L.P.

  
	
   

  	
   

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Name:
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature
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  Northwoods
  Capital V Limited

  
	
   

  	
   

  
	
   

  	
  By:
  Angelo, Gordon & Co., L.P.

  
	
   

  	
   

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Name:
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Northwoods
  Capital IV Limited

  
	
   

  	
   

  
	
   

  	
  By:
  Angelo, Gordon & Co., L.P.

  
	
   

  	
   

  
	
   

  	
  as
  Collateral Manager,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Name:
  Joseph R. Wekselblatt

  
	
   

  	
   

  	
  Title:
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  BABSON
  CLO LTD. 2004-I

  
	
   

  	
  BABSON
  CLO LTD. 2004-II

  
	
   

  	
  BABSON
  CLO LTD. 2005-I

  
	
   

  	
  BABSON
  CLO LTD. 2005-III

  
	
   

  	
  BABSON
  CLO LTD. 2006-I

  
	
   

  	
  BABSON
  CLO LTD. 2006-II

  
	
   

  	
  BABSON
  CLO LTD. 2007-I

  
	
   

  	
  BABSON
  MID-MARKET CLO LTD. 2007-II

  
	
   

  	
  BABSON
  LOAN OPPORTUNITY CLO, LTD.

  
	
   

  	
  SAPPHIRE
  VALLEY CDO I, LTD., as Lenders

  
	
   

  	
  By:
  Babson Capital Management LLC as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth M. Gacevich

  
	
   

  	
   

  	
  Name:
  Kenneth M. Gacevich

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BABSON
  CAPITAL LOAN PARTNERS I, L.P.

  
	
   

  	
  HOLLY
  INVESTMENT CORPORATION

  
	
   

  	
  OLYMPIC
  PARK LTD.

  
	
   

  	
  SWISS
  CAPITAL PRO LOAN LIMITED, as Lenders

  
	
   

  	
  By:
  Babson Capital Management LLC as Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth M. Gacevich

  
	
   

  	
   

  	
  Name:
  Kenneth M. Gacevich

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  XELO
  VII LIMITED, as a Lender

  
	
   

  	
  By:
  Babson Capital Management LLC as Sub-Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kenneth M. Gacevich

  
	
   

  	
   

  	
  Name:
  Kenneth M. Gacevich

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


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  Ariel
  Reinsurance Company Ltd.

  
	
   

  	
  BlackRock
  Senior High Income Fund, Inc.

  
	
   

  	
  BlackRock
  Floating Rate Income Trust

  
	
   

  	
  BlackRock
  Defined Opportunity Credit Trust

  
	
   

  	
  BlackRock
  Funds II BlackRock Floating Rate Income Portfolio

  
	
   

  	
  BlackRock
  Senior Income Series

  
	
   

  	
  BlackRock
  Senior Income Series II

  
	
   

  	
  BlackRock
  Senior Income Series IV

  
	
   

  	
  BlackRock
  Senior Income Series V Limited

  
	
   

  	
  BlackRock
  Debt Strategies Fund, Inc.

  
	
   

  	
  BlackRock
  Diversified Income Strategies Fund, Inc.

  
	
   

  	
  BlackRock
  Floating Rate Income Strategies Fund, Inc.

  
	
   

  	
  BlackRock
  Floating Rate Income Strategies Fund II, Inc.

  
	
   

  	
  BlackRock
  Global Investment Series: Income Strategies Portfolio

  
	
   

  	
  Master
  Senior Floating Rate LLC

  
	
   

  	
  Missouri
  State Employees’ Retirement System

  
	
   

  	
  BlackRock
  Senior Floating Rate Portfolio

  
	
   

  	
   

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Adria Marshel

  
	
   

  	
   

  	
  Name:
  Adria Marshel

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


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  BNP Paribas,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yung Wu

  
	
   

  	
   

  	
  Name: Yung Wu

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kandice Gu

  
	
   

  	
   

  	
  Name: Kandice Gu

  
	
   

  	
   

  	
  Title: Vice President

  



 


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  Green Island CBNA Loan
  Funding LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam Kaiser

  
	
   

  	
   

  	
  Name: Adam Kaiser

  
	
   

  	
   

  	
  Title: Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  CHGO Loan Funding Ltd.

  
	
   

  	
   

  
	
   

  	
  By: Chicago Fundamental
  Investment Partner, LLC,

  
	
   

  	
   

  
	
   

  	
  as Collateral Manager,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Levoyd E. Robinson

  
	
   

  	
   

  	
  Name: Levoyd E.
  Robinson

  
	
   

  	
   

  	
  Title: Managing
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  ASF 1 Loan Funding LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynette Skrehot

  
	
   

  	
   

  	
  Name: Lynette Skrehot

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Cent CDO 12 Limited

  
	
   

  	
   

  
	
   

  	
  By: Columbia Management

  
	
   

  	
   

  
	
   

  	
  Investment Advisers,
  LLC, fka

  
	
   

  	
   

  
	
   

  	
  RiverSource
  Investments, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Director of
  Operations

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  RiverSource Strategic
  Allocation

  
	
   

  	
   

  
	
   

  	
  Series, Inc. –
  RiverSource Strategic

  
	
   

  	
   

  
	
   

  	
  Income Allocation Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  RiverSource
  Institutional

  
	
   

  	
   

  
	
   

  	
  Leveraged Loan Fund II,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By: Columbia Management

  
	
   

  	
   

  
	
   

  	
  Investment Advisers,
  LLC,

  
	
   

  	
   

  
	
   

  	
  fka RiverSource
  Investments, LLC as

  
	
   

  	
   

  
	
   

  	
  Investment Manager,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Assistant
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  California Public
  Employees’ Retirement System

  
	
   

  	
   

  
	
   

  	
  By: Columbia Management
  Investment Advisers, LLC, fka RiverSource Investments, LLC,

  
	
   

  	
  as agent,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Cent CDO 14 Limited

  
	
   

  	
   

  
	
   

  	
  By: Columbia Management

  
	
   

  	
   

  
	
   

  	
  Investment Advisers,
  LLC, fka

  
	
   

  	
   

  
	
   

  	
  RiverSource
  Investments, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Director of
  Operations

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Cent CDO 15 Limited

  
	
   

  	
   

  
	
   

  	
  By: Columbia Management

  
	
   

  	
   

  
	
   

  	
  Investment Advisers,
  LLC, fka

  
	
   

  	
   

  
	
   

  	
  RiverSource
  Investments, LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  RiverSource Bond
  Series, Inc. -

  
	
   

  	
   

  
	
   

  	
  RiverSource Floating
  Rate Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robin C. Stancil

  
	
   

  	
   

  	
  Name: Robin C. Stancil

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Madison Park Funding
  II, Ltd.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda R. Karn

  
	
   

  	
   

  	
  Name: Linda R. Karn

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  LVIP Delaware
  Diversified Floating Rate Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Delaware VIP Trust –
  Delaware VIP Diversified Income Series,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Optimum Trust – Optimum
  Fixed Income Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Delaware Group Income
  Funds – Delaware Diversified Floating Rate Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Nextera Energy Point
  Beach LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  KPB Financial Corp.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Palms Insurance Company
  LTD,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Delaware Diversified
  Income Trust,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Delaware Group Advisor
  Delaware Diversified Income Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. David Hillmeyer

  
	
   

  	
   

  	
  Name: J. David
  Hillmeyer

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 






 












 


	
   

  	
  By:

  	
  Deutsche Bank AG

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  New York Branch

  
	
   

  	
   

  
	
   

  	
  By: DB Services New
  Jersey, Inc,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Alice L. Wagner

  
	
   

  	
   

  	
  Name: Alice L. Wagner

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Deirdre D. Cesario

  
	
   

  	
   

  	
  Name: Deirdre D.
  Cesario

  
	
   

  	
   

  	
  Title: Assistant Vice
  President

  
				



 


Signature page to First Amendment


 

















 


	
   

  	
  Deutsche Bank Trust
  Company Americas,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan LeFevre

  
	
   

  	
   

  	
  Name: Susan LeFevre

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Omayra Laucella

  
	
   

  	
   

  	
  Name: Omayra Laucella

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Fidelity Advisor Series
  I: Fidelity Advisor Floating Rate High Income Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary Ryan

  
	
   

  	
   

  	
  Name: Gary Ryan

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Fortress Credit
  Investments I Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine M.
  Dakolias

  
	
   

  	
   

  	
  Name: Constantine M.
  Dakolias

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Fortress Credit
  Investments II Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Constantine M.
  Dakolias

  
	
   

  	
   

  	
  Name: Constantine M.
  Dakolias

  
	
   

  	
   

  	
  Title: Director

  



 


Signature page to First Amendment


 






 












 


	
   

  	
  Franklin Floating Rate
  Master Series,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Franklin Templeton
  Limited Duration Income Trust,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Franklin Floating Rate
  Daily Access Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Franklin Templeton
  Series II Funds Franklin Floating Rate II Fund,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Hsu

  
	
   

  	
   

  	
  Name: Richard Hsu

  
	
   

  	
   

  	
  Title: Vice President

  



 


Signature page to First Amendment


 

















 


	
   

  	
  COA Caerus CLO Ltd., as
  Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: FS COA Management
  LLC, as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Fraser

  
	
   

  	
   

  	
  Name: John W. Fraser

  
	
   

  	
   

  	
  Title: Manager

  



 


Signature page to First Amendment


 

















 


	
   

  	
  COA Tempus CLO Ltd., as
  Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: FS COA Management,
  LLC, as Portfolio Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Fraser

  
	
   

  	
   

  	
  Name: John W. Fraser

  
	
   

  	
   

  	
  Title: Manager

  



 


Signature page to First Amendment


 






 












 


	
   

  	
  Fraser Sullivan CLO I,
  Ltd., as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Fraser Sullivan
  Investment Management, LLC, as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Fraser

  
	
   

  	
   

  	
  Name: John W. Fraser

  
	
   

  	
   

  	
  Title: Manager

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Fraser Sullivan CLO II,
  Ltd., as Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Fraser Sullivan
  Investment Management, LLC, as Collateral Manager

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John W. Fraser

  
	
   

  	
   

  	
  Name: John W. Fraser

  
	
   

  	
   

  	
  Title: Manager

  



 


Signature page to First Amendment


 

















 


	
   

  	
  General Electric
  Pension Trust,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  GE Capital Debt
  Advisors, LLC, as Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John C Campos

  
	
   

  	
   

  	
  Name: John C. Campos

  
	
   

  	
   

  	
  Title: Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  ABS Loans, 2007
  Limited,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Rothwell

  
	
   

  	
   

  	
  Name: Keith Rothwell

  
	
   

  	
   

  	
  Title: Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Simon Firbank

  
	
   

  	
   

  	
  Name: Simon Firbank

  
	
   

  	
   

  	
  Title: Authorised
  Signatory

  



 


Signature page to First Amendment


 






 












 


	
   

  	
  The Hartford Mutual
  Funds, Inc., on behalf of

  
	
   

  	
   

  
	
   

  	
  The Hartford Short
  Duration Fund

  
	
   

  	
   

  
	
   

  	
  By: Hartford Investment
  Management Company,

  
	
   

  	
   

  
	
   

  	
  its Investment Manager,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Serhant II

  
	
   

  	
   

  	
  Name: James A. Serhant
  II

  
	
   

  	
   

  	
  Title: Sr. Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  The Hartford Mutual
  Funds, Inc., on behalf of

  
	
   

  	
   

  
	
   

  	
  The Hartford Floating
  Rate Fund

  
	
   

  	
   

  
	
   

  	
  By: Hartford Investment
  Management Company,

  
	
   

  	
   

  
	
   

  	
  its Sub-advisor,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Serhant II

  
	
   

  	
   

  	
  Name: James A. Serhant
  II

  
	
   

  	
   

  	
  Title: Sr. Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  Signature Block:

  
	
   

  	
   

  
	
   

  	
  Hartford Life Insurance
  Company

  
	
   

  	
   

  
	
   

  	
  By: Hartford Investment
  Management Company,

  
	
   

  	
   

  
	
   

  	
  its Agent and
  Attorney-in-Fact,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James A. Serhant II

  
	
   

  	
   

  	
  Name: James A. Serhant
  II

  
	
   

  	
   

  	
  Title: Sr. Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  ING Capital LLC.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William James

  
	
   

  	
   

  	
  Name: William James

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First Amendment


 

















 


	
   

  	
  ING Prime Rate Trust

  
	
   

  	
  By: 

  	
  ING Investment
  Management Co.,

  
	
   

  	
   

  	
  as its investment
  manager

  
	
   

  	
   

  
	
   

  	
  ING Senior Income Fund

  
	
   

  	
  By:

  	
  ING Investment
  Management Co.,

  
	
   

  	
   

  	
  as its investment
  manager

  
	
   

  	
   

  
	
   

  	
  ING International (II)
  – Senior Loans

  
	
   

  	
  By:

  	
  ING Investment
  Management Co.,

  
	
   

  	
   

  	
  as its investment
  manager

  
	
   

  	
   

  
	
   

  	
  ING Investment Trust
  Co. Plan for Employee Benefit

  
	
   

  	
  Investment Funds –
  Senior Loan Fund

  
	
   

  	
  By:

  	
  ING Investment Trust
  Co., as its trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michel Prince, CFA

  
	
   

  	
   

  	
  Name: Michel Prince,
  CFA

  
	
   

  	
   

  	
  Title: Senior Vice
  President

  
				



 


Signature page to First Amendment


 






 


 












 


	
   

  	
  The
  Boeing Company Employees Retirement Plans Master Trust,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kathy News

  
	
   

  	
   

  	
  Name:
  Kathy News

  
	
   

  	
   

  	
  Title:
  Sr. Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  State
  Retirement and Pension System of Maryland,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kathy News

  
	
   

  	
   

  	
  Name:
  Kathy News

  
	
   

  	
   

  	
  Title:
  Sr. Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Vermont
  Pension Investment Committee,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kathy News

  
	
   

  	
   

  	
  Name:
  Kathy News

  
	
   

  	
   

  	
  Title:
  Sr. Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Golden
  Knight II CLO, Ltd.

  
	
   

  	
   

  
	
   

  	
  By:
  Lord Abbett & Co. LLC as Collateral Manager,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth Mack

  
	
   

  	
   

  	
  Name:
  Elizabeth Mack

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Lord
  Abbett Investment Trust – Lord Abbett Floating Rate Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Elizabeth Mack

  
	
   

  	
   

  	
  Name:
  Elizabeth Mack

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 
















 


	
   

  	
  Mizuho
  Corporate Bank, Ltd.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Bertram H. Tang

  
	
   

  	
   

  	
  Name:
  Bertram H. Tang

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Venture
  V CDO Limited

  
	
   

  	
   

  
	
   

  	
  By
  its investment advisor,

  
	
   

  	
   

  
	
   

  	
  MJX
  Asset Management LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael G. Regan

  
	
   

  	
   

  	
  Name:
  Michael G. Regan

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Venture
  VI CDO Limited

  
	
   

  	
   

  
	
   

  	
  By
  its investment advisor,

  
	
   

  	
   

  
	
   

  	
  MJX
  Asset Management LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael G. Regan

  
	
   

  	
   

  	
  Name:
  Michael G. Regan

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Venture
  VII CDO Limited

  
	
   

  	
   

  
	
   

  	
  By
  its investment advisor,

  
	
   

  	
   

  
	
   

  	
  MJX
  Asset Management LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael G. Regan

  
	
   

  	
   

  	
  Name:
  Michael G. Regan

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Venture
  VIII CDO Limited

  
	
   

  	
   

  
	
   

  	
  By
  its investment advisor,

  
	
   

  	
   

  
	
   

  	
  MJX
  Asset Management LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael G. Regan

  
	
   

  	
   

  	
  Name:
  Michael G. Regan

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 
















 


	
   

  	
  Venture
  IX CDO Limited

  
	
   

  	
   

  
	
   

  	
  By
  its investment advisor,

  
	
   

  	
   

  
	
   

  	
  MJX
  Asset Management LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael G. Regan

  
	
   

  	
   

  	
  Name:
  Michael G. Regan

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  Muzinich &
  Co (Ireland) Limited for the account of Extrayield & Loan Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Ludwig

  
	
   

  	
   

  	
  Name:
  Michael Ludwig

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  NACM
  CLO I,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joanna Willars

  
	
   

  	
   

  	
  Name:
  Joanna Willars

  
	
   

  	
   

  	
  Title:
  VP, Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  N/A

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  NCRAM
  Senior Loan Trust 2005

  
	
   

  	
   

  
	
   

  	
  Nomura
  Corporate Research

  
	
   

  	
  and
  Asset Management Inc.

  
	
   

  	
  as
  Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Hoffman

  
	
   

  	
   

  	
  Name:
  Robert Hoffman

  
	
   

  	
   

  	
  Title:
  Executive Director

  



 


Signature page to First
Amendment


 

















 


	
   

  	
  NCRAM
  Loan Trust

  
	
   

  	
   

  
	
   

  	
  Nomura
  Corporate Research

  
	
   

  	
  and
  Asset Management Inc.

  
	
   

  	
  as
  Investment Adviser

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Hoffman

  
	
   

  	
   

  	
  Name:
  Robert Hoffman

  
	
   

  	
   

  	
  Title:
  Executive Director

  



 


Signature page to First
Amendment


 
















 


	
   

  	
  Nomura
  Bond & Loan Fund

  
	
   

  	
   

  
	
   

  	
  By:
  Mitsubishi UFJ Trust & Banking Corporation as Trustee

  
	
   

  	
   

  
	
   

  	
  By:
  Nomura Corporate Research & Asset Management Inc. Attorney in Fact

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Hoffman

  
	
   

  	
   

  	
  Name:
  Robert Hoffman

  
	
   

  	
   

  	
  Title:
  Executive Director

  



 


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  Octagon
  Investment Partners V, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Octagon
  Investment Partners VII, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Octagon
  Investment Partners VIII, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Octagon
  Investment Partners IX, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Octagon
  Investment Partners X, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Octagon
  Investment Partners XI, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Hamlet
  II, LTD.

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  US
  Bank N.A., solely as trustee of the DOLL Trust

  
	
   

  	
  (for
  Qualified Institutional Investors only),

  
	
   

  	
  (and
  not in its individual capacity)

  
	
   

  	
  By:

  	
  Octagon
  Credit Investors, LLC

  
	
   

  	
   

  	
  as
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  ,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Margaret B. Harvey

  
	
   

  	
   

  	
  Name:
  Margaret B. Harvey

  
	
   

  	
   

  	
  Title:
  Senior Director

  
				



 


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  Consumer
  Program Administrators, Inc,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Onex Credit Partners, LLC – its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Gelblat

  
	
   

  	
   

  	
  Name:
  Michael Gelblat

  
	
   

  	
   

  	
  Title:
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Onex
  Senior Credit II, LP,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Onex Credit Partners, LLC – its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Gelblat

  
	
   

  	
   

  	
  Name:
  Michael Gelblat

  
	
   

  	
   

  	
  Title:
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  CP
  Partners, LP,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Onex Credit Partners, LLC – its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Gelblat

  
	
   

  	
   

  	
  Name:
  Michael Gelblat

  
	
   

  	
   

  	
  Title:
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Onex
  Senior Floating Income Fund, L.P.,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Onex Credit Partners, LLC – its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Gelblat

  
	
   

  	
   

  	
  Name:
  Michael Gelblat

  
	
   

  	
   

  	
  Title:
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Oppenheimer
  Master Loan Fund, LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jason Reuter

  
	
   

  	
   

  	
  Name:
  Jason Reuter

  
	
   

  	
   

  	
  Title:
  AVP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Oppenheimer
  Senior Floating Rate Fund, LLC,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jason Reuter

  
	
   

  	
   

  	
  Name:
  Jason Reuter

  
	
   

  	
   

  	
  Title:
  AVP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Virtus
  Multi-Sector Fixed Income Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel J. Moskey, CFA

  
	
   

  	
   

  	
  Name:
  Daniel J. Moskey, CFA

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Virtus
  Senior Floating Rate Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Daniel J. Moskey, CFA

  
	
   

  	
   

  	
  Name:
  Daniel J. Moskey, CFA

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Putnam
  Floating Rate Income Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  See
  Next page

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Putnam
  Floating Rate Income Fund

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Mazor

  
	
   

  	
   

  	
  Name:
  Beth Mazor

  
	
   

  	
   

  	
  Title:
  V.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  IDEO,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Denton Robinson

  
	
   

  	
   

  	
  Name:
  Denton Robinson

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Turf
  Moor,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Kerr

  
	
   

  	
   

  	
  Name:
  Scott Kerr

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Ridgeworth
  Funds – Seix Floating Rate High

  
	
   

  	
  Income
  Fund

  
	
   

  	
  By:
  Seix Investment Advisors LLC, as Subadvisor

  
	
   

  	
   

  
	
   

  	
  Rochdale
  Fixed Income Opportunities Portfolio

  
	
   

  	
  By:
  Seix Investment Advisors LLC, as Subadvisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  As
  Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  George Goudelias

  
	
   

  	
   

  	
  Name:
  George Goudelias

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


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  Stone
  Harbor Sterling Core Plus Bond Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Stone
  Harbor LIBOR Plus Total Return Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Stone
  Harbor Global Funds PLC -

  
	
   

  	
  Stone
  Harbor Leveraged Loan Portfolio,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Commonwealth
  of Pennsylvania State Employee Retirement System,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  JHF
  II Multi Sector Bond Fund,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  UBS
  UK Pension and Life Assurance Scheme,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  San
  Joaquin County Employees’ Retirement Association,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Beth Semmel

  
	
   

  	
   

  	
  Name:
  Beth Semmel

  
	
   

  	
   

  	
  Title:
  Portfolio Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  Sumitomo
  Mitsui Banking Corporation,

  	
   

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name:
  Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Title:
  General Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


	
   

  	
  Trimaran
  CLO IV Ltd

  
	
   

  	
  By:
  Trimaran Advisors, L.L.C,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
  Name:
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


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  Trimaran
  CLO V Ltd

  
	
   

  	
  By:
  Trimaran Advisors, L.L.C,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
  Name:
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


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  Trimaran
  CLO VII Ltd

  
	
   

  	
  By:
  Trimaran Advisors, L.L.C,

  
	
   

  	
  as
  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
  Name:
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


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  Trimaran
  CLO VI Ltd

  
	
   

  	
   

  	
  By:
  Trimaran Advisors, L.L.C,

  
	
   

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dominick J.
  Mazzitelli                    

  
	
   

  	
   

  	
   

  	
  Name:
  Dominick J. Mazzitelli

  
	
   

  	
   

  	
   

  	
  Title:
  Managing Director

  



 


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  UBS
  AG. Stamford Branch,

  
	
   

  	
   

  	
  as
  a Lender

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Mary E.
  Evans                              

  
	
   

  	
   

  	
   

  	
  Name:
  Mary E. Evans

  
	
   

  	
   

  	
   

  	
  Title:
  Associate Director Banking Products Services. US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Irja R.
  Otsa                                    

  
	
   

  	
   

  	
   

  	
  Name:
  Irja R. Otsa

  
	
   

  	
   

  	
   

  	
  Title:
  Associate Director Banking Products Services. US

  



 


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  Sinclair Television Group, Inc.

  Annex A

   

  Hiscox Insurance Company
  (Bermuda) Ltd

   

   

  Hiscox Syndicate 33

   

   

  Stellar Performer Global
  Series W – Global Credit

   

   

  SunAmerica Senior Floating
  Rate Fund, Inc.

   

  UMC Benefit Board, Inc.

   

   

  United America Indemnity,
  Ltd

   

   

  Wellington Trust Company, National Association Multiple 

  Common Trust Funds Trust — Opportunistic Fixed Income 

  Allocation Portfolio

  



 


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  Each
  of the persons listed on Annex A, Severally but not jointly, as Lender

  
	
   

  	
   

  
	
   

  	
  By:
  Wellington Management Company, LLP, as investment adviser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Donald M.
  Caiazza                            

  
	
   

  	
   

  	
  Name:
  Donald M. Caiazza

  
	
   

  	
   

  	
  Title:
  Vice President and Counsel

  



 


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  Western
  Asset Management acting as Investment Manager and Agent on behalf of the
  below lenders:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Western
  Asset Floating Rate High Income Fund, LLC

  
	
   

  	
   

  
	
   

  	
  VRS
  Bank Loan Portfolio

  
	
   

  	
   

  
	
   

  	
  John
  Hancock Trust Floating Rate Income Trust

  
	
   

  	
   

  
	
   

  	
  John
  Hancock Fund II Floating Rate Income Fund

  
	
   

  	
   

  
	
   

  	
  MT.
  Wilson CLO, LTD.

  
	
   

  	
   

  
	
   

  	
  MT.
  Wilson CLO II, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Won
  Bae                                        

  
	
   

  	
   

  	
  Name:
  Wan Bar

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kim
  Ngugen                                  

  
	
   

  	
   

  	
  Name:
  Kim Nguyen

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  



 


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Schedule I


 


On file with the Administrative Agent.


 






 












 


Exhibit A


 


EXECUTION COPY

(Reflecting First Amendment as of August 19, 2010)




 


 





 


FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT


 


dated as of


 


October 29, 2009


 


between


 


SINCLAIR TELEVISION GROUP, INC.


 


The GUARANTORS Party Hereto


 


The LENDERS Party Hereto


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 






 


J.P. MORGAN SECURITIES INC.,

as Sole Lead Arranger and Sole Bookrunner


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent


 


CITADEL SECURITIES LLC,

as Documentation Agent


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I
  DEFINITIONS

  	
   

  	
  1

  
	
  SECTION 1.01

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  SECTION 1.02

  	
   

  	
  Classification of Loans and
  Borrowings

  	
   

  	
  40

  
	
  SECTION 1.03

  	
   

  	
  Call Letters for Stations

  	
   

  	
  40

  
	
  SECTION 1.04

  	
   

  	
  Terms Generally

  	
   

  	
  40

  
	
  SECTION 1.05

  	
   

  	
  Accounting Terms; GAAP

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II
  THE CREDITS

  	
   

  	
  42

  
	
  SECTION 2.01

  	
   

  	
  The Credits

  	
   

  	
  42

  
	
  SECTION 2.02

  	
   

  	
  Loans and Borrowings

  	
   

  	
  44

  
	
  SECTION 2.03

  	
   

  	
  Requests for Borrowings

  	
   

  	
  45

  
	
  SECTION 2.04

  	
   

  	
  Letters of Credit

  	
   

  	
  45

  
	
  SECTION 2.05

  	
   

  	
  Funding of Borrowings

  	
   

  	
  50

  
	
  SECTION 2.06

  	
   

  	
  Interest Elections

  	
   

  	
  51

  
	
  SECTION 2.07

  	
   

  	
  Termination and Reduction
  of the Commitments

  	
   

  	
  52

  
	
  SECTION 2.08

  	
   

  	
  Repayment of Loans;
  Evidence of Debt

  	
   

  	
  53

  
	
  SECTION 2.09

  	
   

  	
  Prepayment of Loans

  	
   

  	
  56

  
	
  SECTION 2.10

  	
   

  	
  Fees

  	
   

  	
  57

  
	
  SECTION 2.11

  	
   

  	
  Interest

  	
   

  	
  59

  
	
  SECTION 2.12

  	
   

  	
  Alternate Rate of Interest

  	
   

  	
  59

  
	
  SECTION 2.13

  	
   

  	
  Increased Costs

  	
   

  	
  60

  
	
  SECTION 2.14

  	
   

  	
  Break Funding Payments

  	
   

  	
  61

  
	
  SECTION 2.15

  	
   

  	
  Taxes

  	
   

  	
  62

  
	
  SECTION 2.16

  	
   

  	
  Payments Generally; Pro
  Rata Treatment; Sharing of Set-offs

  	
   

  	
  62

  
	
  SECTION 2.17

  	
   

  	
  Mitigation Obligations;
  Replacement of Lenders

  	
   

  	
  64

  
	
  SECTION 2.18

  	
   

  	
  Defaulting Lender

  	
   

  	
  65

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
  GUARANTEE

  	
   

  	
  65

  
	
  SECTION 3.01

  	
   

  	
  The Guarantee

  	
   

  	
  65

  
	
  SECTION 3.02

  	
   

  	
  Obligations Unconditional

  	
   

  	
  66

  
	
  SECTION 3.03

  	
   

  	
  Reinstatement

  	
   

  	
  66

  
	
  SECTION 3.04

  	
   

  	
  Subrogation

  	
   

  	
  67

  
	
  SECTION 3.05

  	
   

  	
  Remedies

  	
   

  	
  67

  
	
  SECTION 3.06

  	
   

  	
  Instrument for the Payment
  of Money

  	
   

  	
  67

  
	
  SECTION 3.07

  	
   

  	
  Continuing Guarantee

  	
   

  	
  67

  
	
  SECTION 3.08

  	
   

  	
  Rights of Contribution

  	
   

  	
  67

  
	
  SECTION 3.09

  	
   

  	
  General Limitation on
  Guarantee Obligations

  	
   

  	
  68

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  REPRESENTATIONS AND WARRANTIES

  	
   

  	
  68

  
	
  SECTION 4.01

  	
   

  	
  Organization; Powers

  	
   

  	
  68

  
	
  SECTION 4.02

  	
   

  	
  Authorization;
  Enforceability

  	
   

  	
  68

  
	
  SECTION 4.03

  	
   

  	
  Governmental Approvals; No
  Conflicts

  	
   

  	
  69

  



 


i

















 


	
  SECTION 4.04

  	
   

  	
  Financial Condition;
  Material Adverse Change

  	
   

  	
  69

  
	
  SECTION 4.05

  	
   

  	
  Properties

  	
   

  	
  69

  
	
  SECTION 4.06

  	
   

  	
  Litigation and
  Environmental Matters

  	
   

  	
  70

  
	
  SECTION 4.07

  	
   

  	
  Compliance with Laws and
  Agreements

  	
   

  	
  72

  
	
  SECTION 4.08

  	
   

  	
  Investment Company Status

  	
   

  	
  72

  
	
  SECTION 4.09

  	
   

  	
  Taxes

  	
   

  	
  72

  
	
  SECTION 4.10

  	
   

  	
  ERISA

  	
   

  	
  73

  
	
  SECTION 4.11

  	
   

  	
  Disclosure

  	
   

  	
  73

  
	
  SECTION 4.12

  	
   

  	
  Use of Credit

  	
   

  	
  73

  
	
  SECTION 4.13

  	
   

  	
  Indebtedness and Liens

  	
   

  	
  73

  
	
  SECTION 4.14

  	
   

  	
  Subsidiaries and
  Investments

  	
   

  	
  73

  
	
  SECTION 4.15

  	
   

  	
  Broadcast Licenses

  	
   

  	
  74

  
	
  SECTION 4.16

  	
   

  	
  Solvency

  	
   

  	
  75

  
	
  SECTION 4.17

  	
   

  	
  Security Documents

  	
   

  	
  75

  
	
  SECTION 4.18

  	
   

  	
  Real Property

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V
  CONDITIONS

  	
   

  	
  76

  
	
  SECTION 5.01

  	
   

  	
  Amendment and Restatement
  Effective Date

  	
   

  	
  76

  
	
  SECTION 5.02

  	
   

  	
  Each Credit Event

  	
   

  	
  79

  
	
  SECTION 5.03

  	
   

  	
  Each Incremental Loan

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  AFFIRMATIVE COVENANTS

  	
   

  	
  80

  
	
  SECTION 6.01

  	
   

  	
  Financial Statements and
  Other Information

  	
   

  	
  80

  
	
  SECTION 6.02

  	
   

  	
  Notices of Material Events

  	
   

  	
  82

  
	
  SECTION 6.03

  	
   

  	
  Existence; Conduct of
  Business

  	
   

  	
  83

  
	
  SECTION 6.04

  	
   

  	
  Payment of Obligations

  	
   

  	
  83

  
	
  SECTION 6.05

  	
   

  	
  Maintenance of Properties;
  Insurance

  	
   

  	
  83

  
	
  SECTION 6.06

  	
   

  	
  Books and Records;
  Inspection Rights

  	
   

  	
  84

  
	
  SECTION 6.07

  	
   

  	
  Compliance with Laws and
  Contractual Obligations

  	
   

  	
  84

  
	
  SECTION 6.08

  	
   

  	
  Use of Proceeds and Letters
  of Credit

  	
   

  	
  84

  
	
  SECTION 6.09

  	
   

  	
  Non-Media Subsidiaries;
  Ownership of Subsidiaries; Unrestricted Subsidiaries

  	
   

  	
  85

  
	
  SECTION 6.10

  	
   

  	
  Designated SBG Subsidiaries

  	
   

  	
  86

  
	
  SECTION 6.11

  	
   

  	
  Collateral and Guarantee
  Requirement; Further Assurances

  	
   

  	
  88

  
	
  SECTION 6.12

  	
   

  	
  Post-Effective Date Matters

  	
   

  	
  89

  
	
  SECTION 6.13

  	
   

  	
  Tender Offer

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  NEGATIVE COVENANTS

  	
   

  	
  90

  
	
  SECTION 7.01

  	
   

  	
  Indebtedness

  	
   

  	
  90

  
	
  SECTION 7.02

  	
   

  	
  Liens

  	
   

  	
  93

  
	
  SECTION 7.03

  	
   

  	
  Mergers,
  Consolidations, Etc.

  	
   

  	
  94

  
	
  SECTION 7.04

  	
   

  	
  Acquisitions

  	
   

  	
  95

  
	
  SECTION 7.05

  	
   

  	
  Dispositions

  	
   

  	
  96

  
	
  SECTION 7.06

  	
   

  	
  Lines of Business

  	
   

  	
  98

  
	
  SECTION 7.07

  	
   

  	
  Investments

  	
   

  	
  98

  
	
  SECTION 7.08

  	
   

  	
  Restricted Payments

  	
   

  	
  99

  
	
  SECTION 7.09

  	
   

  	
  Transactions with
  Affiliates

  	
   

  	
  101

  



 


ii

















 


	
  SECTION 7.10

  	
   

  	
  Restrictive Agreements

  	
   

  	
  102

  
	
  SECTION 7.11

  	
   

  	
  Certain Financial Covenants

  	
   

  	
  102

  
	
  SECTION 7.12

  	
   

  	
  Certain Other Indebtedness

  	
   

  	
  103

  
	
  SECTION 7.13

  	
   

  	
  Modifications of Certain
  Documents

  	
   

  	
  104

  
	
  SECTION 7.14

  	
   

  	
  License Subsidiaries

  	
   

  	
  104

  
	
  SECTION 7.15

  	
   

  	
  Program Services Agreements
  and Outsourcing Agreements

  	
   

  	
  105

  
	
  SECTION 7.16

  	
   

  	
  Limitation on Cure Rights

  	
   

  	
  106

  
	
  SECTION 7.17

  	
   

  	
  Sale and Leaseback
  Transactions

  	
   

  	
  106

  
	
  SECTION 7.18

  	
   

  	
  Covenants Applicable to
  Holding Company

  	
   

  	
  106

  
	
  SECTION 7.19

  	
   

  	
  Hedging Agreements

  	
   

  	
  107

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  EVENTS OF DEFAULT

  	
   

  	
  107

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  THE ADMINISTRATIVE AGENT

  	
   

  	
  111

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X
  MISCELLANEOUS

  	
   

  	
  116

  
	
  SECTION 10.01

  	
   

  	
  Notices

  	
   

  	
  116

  
	
  SECTION 10.02

  	
   

  	
  Waivers; Amendments

  	
   

  	
  117

  
	
  SECTION 10.03

  	
   

  	
  Expenses; Indemnity; Damage
  Waiver

  	
   

  	
  118

  
	
  SECTION 10.04

  	
   

  	
  Successors and Assigns

  	
   

  	
  119

  
	
  SECTION 10.05

  	
   

  	
  Survival

  	
   

  	
  122

  
	
  SECTION 10.06

  	
   

  	
  Counterparts; Integration;
  Effectiveness

  	
   

  	
  122

  
	
  SECTION 10.07

  	
   

  	
  Severability

  	
   

  	
  123

  
	
  SECTION 10.08

  	
   

  	
  Right of Setoff

  	
   

  	
  123

  
	
  SECTION 10.09

  	
   

  	
  Governing Law;
  Jurisdiction; Consent to Service of Process

  	
   

  	
  123

  
	
  SECTION 10.10

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  124

  
	
  SECTION 10.11

  	
   

  	
  Headings

  	
   

  	
  124

  
	
  SECTION 10.12

  	
   

  	
  Confidentiality

  	
   

  	
  124

  
	
  SECTION 10.13

  	
   

  	
  Cure of Defaults by the Administrative
  Agent or the Lenders

  	
   

  	
  125

  
	
  SECTION 10.14

  	
   

  	
  USA PATRIOT Act

  	
   

  	
  125

  
	
  SECTION 10.15

  	
   

  	
  Effect of Amendment and
  Restatement

  	
   

  	
  126

  
	
  SECTION 10.16

  	
   

  	
  Termination of Lehman’s
  Revolving Commitment

  	
   

  	
  126

  



 


iii

















 


	
  SCHEDULE 1.01(a)

  	
  -

  	
  Revolving Commitments

  
	
  SCHEDULE 1.01(b)

  	
  -

  	
  Owned Stations

  
	
  SCHEDULE 1.01(c)

  	
  -

  	
  Contract Stations

  
	
  SCHEDULE 1.01(d)

  	
  -

  	
  Non-Television Entity Notes

  
	
  SCHEDULE 2.04(a)

  	
  -

  	
  Existing Letters of Credit

  
	
  SCHEDULE 4.01

  	
  -

  	
  Organization; Powers

  
	
  SCHEDULE 4.06(a)

  	
  -

  	
  Litigation

  
	
  SCHEDULE 4.06(b)

  	
  -

  	
  Environmental Matters

  
	
  SCHEDULE 4.13(b)

  	
  -

  	
  Existing Liens

  
	
  SCHEDULE 4.14(a)

  	
  -

  	
  Subsidiaries

  
	
  SCHEDULE 4.14(b)

  	
  -

  	
  Existing Investments

  
	
  SCHEDULE 4.15

  	
  -

  	
  Broadcast Licenses

  
	
  SCHEDULE 4.17

  	
  -

  	
  Filing Offices

  
	
  SCHEDULE 4.18(a)

  	
  -

  	
  Real Property — Owned

  
	
  SCHEDULE 4.18(b)

  	
  -

  	
  Real Property — Leased

  
	
  SCHEDULE 6.10(e)

  	
  -

  	
  Excluded Holding Company Subsidiaries

  
	
  SCHEDULE 7.01(b)

  	
  -

  	
  Existing Indebtedness

  
	
  SCHEDULE 7.08(c)

  	
  -

  	
  Certain Holding Company Investments

  
	
  SCHEDULE 7.10

  	
  -

  	
  Restrictive Agreements

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  -

  	
  Form of Security Agreement

  
	
  EXHIBIT B-1

  	
  -

  	
  Form of Borrower Subsidiary Joinder
  Agreement

  
	
  EXHIBIT B-2

  	
  -

  	
  Form of SBG Subsidiary Joinder
  Agreement

  
	
  EXHIBIT C

  	
  -

  	
  Form of Assignment and Assumption

  
	
  EXHIBIT D

  	
  -

  	
  Form of Consent and Agreement

  
	
  EXHIBIT E

  	
  -

  	
  Form of Second Lien Intercreditor
  Agreement

  
	
  EXHIBIT F

  	
  -

  	
  Form of Mortgage

  
	
  EXHIBIT G-1

  	
  -

  	
  Form of Tranche B Term Loan Lender
  Addendum

  
	
  EXHIBIT G-2

  	
  -

  	
  Form of Revolving Lender Addendum

  
	
   

  	
   

  	
   

  
	
  ANNEX I

  	
   

  	
  Specified Second Lien Indebtedness Leverage
  Test

  



 


iv
















 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of October 29, 2009 between SINCLAIR TELEVISION GROUP, INC.,
the GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.


 


The Borrower, the Holding Company and the
Subsidiary Guarantors are parties to the Third Amended and Restated Credit
Agreement dated as of December 21, 2006 (as heretofore modified and
supplemented and in effect on the date hereof, the “Existing Credit
Agreement”) with several banks and other financial institutions or entities
parties as lenders thereto and JPMorgan Chase Bank, N.A., as administrative
agent.  The parties to the Existing
Credit Agreement have agreed to amend the Existing Credit Agreement in certain
respects and to restate the Existing Credit Agreement as so amended as provided
in this Agreement (and, in that connection, certain lenders not currently party
to the Existing Credit Agreement shall become a party as lenders hereunder),
effective upon the satisfaction of certain conditions precedent set forth in Section 5.01.  Accordingly, the parties hereto agree that on
the Fourth Restatement Effective Date (as defined below) the Existing Credit
Agreement shall be amended and restated as follows:


 


ARTICLE I




DEFINITIONS


 


SECTION 1.01     Defined Terms.  As used in this Agreement, the following
terms have the meanings specified below:


 


“8% Senior Subordinated Notes” means
each series of 8% Senior Subordinated Notes due 2012 evidenced or provided by
the 8% Senior Subordinated Note Indenture (including the senior subordinated
notes issued by the Borrower from time to time thereunder and the Guarantees of
such Indebtedness provided by any Subsidiary Guarantor thereunder) in an
aggregate principal amount of $224,663,000 outstanding as of September 30,
2009.


 


“8% Senior Subordinated Note Indenture”
means the Indenture dated as of March 14, 2002 among Sinclair Television
Group, Inc., the guarantors party thereto and U.S. Bank National
Association (as successor to Wachovia Bank, National Association) as trustee,
relating to the 8% Senior Subordinated Notes, as amended or supplemented from
time to time.


 


“ABR”, when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.


 


“Acquisition” means (a) the
acquisition by the Borrower or any of its Subsidiaries in accordance with the
terms hereof of substantially all of the assets (including Broadcast Licenses)
of (i) a television or radio station in the United States in a single
transaction (i.e., not by means of the acquisition of an option for such assets
and the subsequent exercise of such option) or (ii) any business engaged
in an activity permitted under Section 7.06, (b) (i) the
acquisition by the Borrower or any of its Subsidiaries in accordance with the
terms hereof of (x) substantially all of the assets (other than Broadcast
Licenses and other property required pursuant to the rules and regulations
of the FCC to be sold in connection with the transfer of such Broadcast
Licenses) of a television or radio station in the United States and (y) an
option to acquire the Broadcast Licenses and such other assets of such
television or radio station and (ii) the entering into by the Borrower or
any of its 


 

















 


Subsidiaries of an agreement contemplated by
the definition of “Program Services Agreement” in this Section with
respect to such station, (c) the consummation of the acquisition of assets
by the Borrower or any of its Subsidiaries pursuant to the exercise of an
option referred to in the preceding clause (b)(i)(y), together with the
termination of the related Program Services Agreement referred to in the
preceding clause (b)(ii), and (d) the acquisition of assets or
Capital Stock of any Person pursuant to an exchange permitted by Section 7.05(c).  As used in this definition, the acquisition
of assets shall be deemed to include reference to the acquisition of the voting
Capital Stock of the Person that owns such assets and references to the
acquisition and exercise of an option to acquire assets shall be deemed to
include the acquisition and exercise of the option to acquire voting Capital
Stock of the Person that owns such assets.


 


“Additional Second Priority Debt” means
the Permitted Second Priority Refinancing Debt incurred pursuant to Section 7.01(j) (including
the Guarantees of such Indebtedness provided by any Guarantor thereunder).  Additional Second Priority Debt will include
any Registered Equivalent Notes issued in exchange therefor.


 


“Additional Second Priority Debt Documents”
means the agreements and instruments evidencing or providing for the Additional
Second Priority Debt, including the Additional Second Priority Debt Indentures,
and all other documents executed and delivered from time to time with respect
thereto (including all agreements, documents and instruments that create or
purport to create Liens or Guarantees in favor of the holders thereof (or their
Representatives)).


 


“Additional Second Priority Debt Indentures”
means the indenture or indentures under which the Additional Second Priority
Debt shall be issued or incurred.


 


“Adjusted LIBO Rate” means, with
respect to any Eurodollar Borrowing for any Interest Period, an interest rate
per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate.


 


“Administrative Agent” means JPMCB, in
its capacity as administrative agent for the Lenders hereunder.


 


“Administrative Questionnaire” means an
Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate” means, with respect to a
specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control
with the Person specified. 
Notwithstanding the foregoing, no individual shall be deemed to be an
Affiliate solely by reason of his or her being a director, officer or employee
of the Borrower or any of its Subsidiaries and the Borrower and its
Subsidiaries shall not be deemed to be Affiliates of each other.


 


“Aggregate Consideration” means, in
connection with any Acquisition, the aggregate consideration, in whatever form
(including cash payments, the principal amount of promissory notes and
Indebtedness assumed, the aggregate amounts payable to acquire, extend and
exercise any option, the aggregate amount payable under non-competition
agreements and management agreements, and the fair market value of other
property delivered) paid, delivered or assumed by the Borrower and its
Subsidiaries for such Acquisition.


 


2

















 


“Alternate Base Rate” means, for any
day, a rate per annum equal to the greatest of (a) the Prime Rate in
effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 0.50% and (c) the Adjusted LIBO Rate for a one month
Interest Period (but without regard to the proviso in the definition of “Adjusted
LIBO Rate”) (the “Relevant Adjusted LIBO Rate”) on such day (or if such
day is not a Business Day, the immediately preceding Business Day) plus
1.00%; provided that, for the avoidance of doubt, the Relevant Adjusted
LIBO Rate for any day shall be based on the rate appearing on Reuters Screen
LIBOR01 Page (or on any successor or substitute page of such Service,
or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m. London time on such
day; provided, further, that, for purposes of Revolving ABR Loans held by the
Extending Revolving Lenders, Swing Line Loans and the Tranche B-1 Term Loans,
the Alternate Base Rate shall in no event at any time be less than 3.00% per
annum; provided, further, that, for purposes of ABR Loans that are Tranche B Term
Loans, the Alternate Base Rate shall in no event at any time be less than 2.50%
per annum.  Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate
or the Relevant Adjusted LIBO Rate shall be effective from and including the
effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Relevant Adjusted LIBO Rate, respectively.


 


“Applicable Letter of Credit Fee Rate”
means, for any day, (a) with respect to the Non-Extending Revolving
Lenders and their LC Exposure, the Applicable Margin for Revolving Eurodollar
Loans of the Non-Extending Revolving Lenders or (b) with respect to the
Extending Revolving Lenders and their LC Exposure, the Applicable Margin for
Revolving Eurodollar Loans of the Extending Revolving Lenders.


 


“Applicable Margin” means, for any day,
(a) with respect to Revolving Loans, (i) with respect to the
Non-Extending Revolving Lenders, the applicable rate per annum set forth under
the heading “ABR Margin” or “Eurodollar Margin” in the Original Revolving
Facility Pricing Grid based upon the Total Indebtedness Ratio as of the most
recent determination date (or otherwise determined in accordance with the
definition of “Original Revolving Facility Pricing Grid”) or (ii) with
respect to the Revolving Loans held by the Extending Revolving Lenders,
(i) with respect to ABR Loans, 3.00% and (ii) with respect to
Eurodollar Loans, 4.00%; (b) with respect to Tranche B Term Loans,
(i) with respect to ABR Loans, 3.00% and (ii) with respect to
Eurodollar Loans, 4.00%; (c) with respect to the Tranche B-1 Term
Loans (which may only be ABR Loans), 3.50%; (d) with respect to
Incremental Loans of any Series, the rate per annum for such Incremental Loan
(and with respect to each Type of Loan) agreed to by the Borrower and the
respective Incremental Lender in the related Incremental Loan Amendment.


 


“Applicable Percentage” means
(a) with respect to any Revolving Lender for purposes of Section 2.01(d) or 2.04
or in respect of any indemnity claim under Section 10.03(c) arising
out of an action or omission of the Swing Line Lender or the Issuing Lender
under this Agreement, the percentage of the total Revolving Commitments
represented by such Revolving Lender’s Revolving Commitment, and (b) with
respect to any Lender in respect of any indemnity claim under Section 10.03(c) arising
out of an action or omission of the Administrative Agent under this Agreement,
the percentage of the total Commitments or Loans of each of the Classes
hereunder represented by the aggregate amount of such Lender’s Commitments or
Loans of each of the Classes hereunder. 
If the Revolving Commitments have terminated or expired, the Applicable
Percentages 


 


3

















 


shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.


 


“Applicable Revolving Commitment Fee Rate”
means, for any day, (a) with respect to the Non-Extending Revolving
Lenders and their Revolving Commitments, the applicable rate per annum set
forth under the heading “Applicable Commitment Fee Rate” in the Original
Revolving Facility Pricing Grid based upon the Total Indebtedness Ratio as of
the most recent determination date (or otherwise determined in accordance with
the definition of “Original Revolving Facility Pricing Grid”) or (b) with
respect to the Extending Revolving Lenders and their Revolving Commitments, at
any time from and after the Fourth Restatement Effective Date 0.75%, provided
that (i) if the Total Indebtedness Ratio as of the end of any fiscal
quarter of the Borrower’s fiscal year ending after the Fourth Restatement
Effective Date shall be less than 4.00 to 1.00 (and the Borrower shall have
delivered its consolidated financial statements with respect to such fiscal
quarter pursuant to Section 6.01(a) or (b) and the related
certificate of a Financial Officer pursuant to Section 6.01(c)), the
Applicable Revolving Commitment Fee Rate with respect to the Extending
Revolving Lenders and their Revolving Commitments shall be 0.50% effective for
the period from and including the date three Business Days after the receipt by
the Administrative Agent of such financial statements (and such certificate) to
but excluding the third Business Day after receipt by the Administrative Agent
of such financial statements for the next succeeding fiscal quarter or fiscal
year, as applicable; provided that, notwithstanding the foregoing,
Applicable Revolving Commitment Fee Rate shall be 0.75% (i) at any time an
Event of Default shall have occurred and be continuing or (ii) if the
Borrower shall fail to provide such financial statements and/or such
certificate for any fiscal quarter or fiscal year within the time period
required under Section 6.01(a) or (b).


 


“Approved Fund” means any Person (other
than a natural person) that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course
of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.


 


“Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 10.04), and
accepted by the Administrative Agent, in the form of Exhibit C or any
other form approved by the Administrative Agent.


 


“Average Life to Maturity” means, as at
any day with respect to any Indebtedness, the quotient obtained by dividing
(a) the sum of the products of (i) the number of years from such day
to the date or dates of each successive principal or redemption payment of such
Indebtedness multiplied by (ii) the amount of each such principal or
redemption payment by (b) the sum of all such principal or redemption
payments.  The Average Life to Maturity
of commitment reductions shall be determined in like manner as if the relevant
commitments were at all times fully drawn.


 


“Bankruptcy Code” means The Bankruptcy
Reform Act of 1978, as heretofore and hereafter amended, and codified as 11
U.S.C. Section 101 et  seq.


 


“BCF Percentage” means, at any date,
the ratio, expressed as a percentage, obtained by dividing (a) the portion
of Broadcast Cash Flow attributable to Contract Stations for the twelve month
period ending on, or most recently ended prior to such date by
(b) Broadcast Cash Flow for such period.


 


4

















 


“Board” means the Board of Governors of
the Federal Reserve System of the United States of America.


 


“Borrower” means Sinclair Television
Group, Inc., a Maryland corporation.


 


“Borrower Subsidiary Joinder Agreement”
means a Joinder Agreement substantially in the form of Exhibit B-1 (or
other instrument satisfactory to the Administrative Agent) by a Subsidiary of
the Borrower that, pursuant to the Collateral and Guarantee Requirement, is
required to become a “Subsidiary Guarantor” hereunder and an “Obligor” under
the Security Agreement.


 


“Borrowing” means Loans of the same Class and
Type, made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect.


 


“Borrowing Request” means a request by
the Borrower for a Borrowing in accordance with Section 2.03.


 


“Broadcast Cash Flow” means, for any
period, the sum of EBITDA plus Corporate Expense for such period; provided
that, for the purposes of the definition of “Unrestricted Subsidiary”,
Broadcast Cash Flow shall refer to EBITDA and Corporate Expense as if each reference
therein to Borrower and its Subsidiaries included Unrestricted Subsidiaries.


 


“Broadcast Licenses” means (a) the
licenses, permits, authorizations or certificates to construct, own or operate
the Stations granted by the FCC, and all extensions, additions and renewals
thereto or thereof, and (b) the licenses, permits, authorizations or
certificates which are necessary to construct, own or operate the Stations
granted by administrative law courts or any state, county, city, town, village
or other local government authority, and all extensions, additions and renewals
thereto or thereof.


 


“Business Day” means any day that is
not a Saturday, Sunday or other day on which commercial banks in New York City
are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall also
exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.


 


“Capital Expenditures” means, for any
period, expenditures (including the aggregate amount of Capital Lease
Obligations incurred during such period) made by the Borrower or any of its
Subsidiaries to acquire or construct fixed assets, plant and equipment
(including renewals, improvements and replacements, but excluding repairs)
during such period computed in accordance with GAAP, but excluding any such
expenditures made as part of any Acquisition.


 


“Capital Lease Obligations” of any
Person means the obligations of such Person to pay rent or other amounts under
any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.


 


“Capital Stock” means any and all
shares, interests, participations or other equivalents (however designated) of
capital stock of a corporation and any and all equivalent ownership interests
in a Person (other than a corporation).


 


5

















 


“Cash Management Obligations” means,
with respect to any Person, all obligations of such Person in respect of
overdrafts and related liabilities owed to any other Person that arise from
treasury, depositary or cash management services in connection with any
automated clearing house transfers of funds or any similar transactions.


 


“CERCLA” has the meaning assigned to
such term in Section 4.06(b).


 


“CERCLIS” has the meaning assigned to
such term in Section 4.06(b).


 


“Change in Law” means (a) the
adoption of any law, rule or regulation after the date hereof,
(b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender or the Issuing
Lender (or, for purposes of Section 2.13(b), by any lending office of such
Lender or by such Lender’s or the Issuing Lender’s holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority made or issued after the date of this
Agreement.


 


“Class”, when used in reference to any
Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Loans, Swing Line Loans, Tranche B Term Loans,
Tranche B-1 Term Loans or Incremental Loans and, when used in reference to
any Commitment, refers to whether such Commitment is a Revolving Commitment, a
Tranche B Term Loan Commitment or a Tranche B-1 Term Loan Commitment.  For avoidance of doubt, the Revolving
Commitments of the Non-Extending Revolving Lenders and the Revolving
Commitments of the Extending Revolving Lenders shall be considered to be
Revolving Commitments of the same Class.


 


“Code” means the Internal Revenue Code
of 1986, as amended from time to time.


 


“Collateral” means all the “Collateral”
as defined in any Security Document and shall include the Mortgaged Properties.


 


“Collateral Account” has the meaning
assigned to such term in the Security Agreement.


 


“Collateral and Guarantee Requirement”
means the requirement that, to the extent not already accomplished in
connection with the completion of the Fourth Restatement Effective Date
Collateral Requirement:


 


(a)           in
the case of any Person that becomes a Subsidiary of the Borrower (including
each Designated SBG Subsidiary) after the Fourth Restatement Effective Date,
within the time period set forth in Section 6.11(a)(ii), the
Administrative Agent shall have received (i) a Borrower Subsidiary Joinder
Agreement or an SBG Subsidiary Joinder Agreement, as applicable, in the form
specified herein (or otherwise acceptable to the Administrative Agent), duly
executed and delivered on behalf of such Subsidiary, pursuant to which such
Subsidiary shall become a “Subsidiary Guarantor” or an “SBG Subsidiary
Guarantor”, as applicable, hereunder and an “Obligor” under the Security
Agreement, (ii) an instrument in form and substance satisfactory to the
Administrative Agent by which such Subsidiary shall become party to the
Intercreditor Agreements, (iii) all certificates or other instruments (if
any) representing the outstanding Capital Stock of such Subsidiary and (if 


 


6

















 


any) its Subsidiaries, together with stock
powers or other instruments of transfer with respect thereto endorsed in blank
pursuant to the Security Agreement (or the Administrative Agent shall have
otherwise received a valid pledge over such Capital Stock), (iv) each
other Security Document (other than Mortgages) duly executed and delivered on
behalf of such Subsidiary as shall be necessary or appropriate (in the
reasonable judgment of the Administrative Agent) to create a first priority
Lien on the properties of such Subsidiary intended to be covered thereby,
subject to no Liens other than Liens permitted under Section 7.02
applicable to such property, and (v) such proof of corporate action,
incumbency of officers, opinions of counsel and other documents as is
consistent with those delivered by each Obligor pursuant to Section 5.01
on the Fourth Restatement Effective Date or as the Administrative Agent shall
have requested;


 


(b)           without
limiting the foregoing, the Holding Company shall comply with the requirements
of Section 6.10 (subject to any exceptions provided therein);


 


(c)           all
documents and instruments, including UCC financing statements necessary to be
filed, registered or recorded to create the Liens intended to be created by the
Security Documents (in each case, including any supplements thereto) and
perfect such Liens to the extent required by, and with the priority required
by, the Security Documents, shall have been filed, registered or recorded or
delivered to the Administrative Agent for filing, registration or the recording
concurrently with, or promptly following, the execution and delivery of each
such Security Document;


 


(d)           (i) the
Real Estate Collateral Requirement shall have been satisfied with respect to
each parcel of owned or leased Real Property described in Schedule 4.18(a) and
Schedule 4.18(b), respectively, and designated therein as a Mortgaged
Property, within such period following the Fourth Restatement Effective Date as
the Administrative Agent shall agree, and (ii) each other document or
action (if any) required to be delivered or taken under Section 5.01 as to
which the Administrative Agent shall have agreed with the Borrower as of the
Fourth Restatement Effective Date that such document or action may be delivered
or taken after such date shall be delivered or taken, within such period
following the Fourth Restatement Effective Date as the Administrative Agent
shall agree (and, in each case, such agreement (if any) of the Administrative
Agent set forth in a letter agreement between the Administrative Agent and the
Borrower entered into in connection with the Fourth Restatement Effective Date,
which agreement shall constitute a Loan Document for purposes hereof) (but, in
each case, subject to the proviso below, if applicable); and


 


(e)           the
Real Estate Collateral Requirement shall have been satisfied with respect to
each parcel of owned or leased Real Property acquired or leased after the
Fourth Restatement Effective Date as to which a Mortgage is required to be
granted pursuant to Section 6.11, within the time period set forth in Section 6.11(a)(i) (subject
to the proviso below, if applicable);


 


provided
that the Administrative Agent may in its sole discretion (x) extend any
time period required for compliance with any requirement of the Collateral and
Guarantee Requirement (provided that in no event, without the consent of
the Required Lenders, may any such time period be extended by the
Administrative Agent for a period in excess of 120 days), (y) with respect
to any requirement of the Borrower to deliver, or cause to be delivered, a
leasehold mortgage on any leased Real Property (and/or any of the related
documents to be delivered in connection therewith), if the Borrower shall 


 


7

















 


have demonstrated to the Administrative Agent’s
satisfaction that it is unable to comply with such requirement after diligently
using commercially reasonably efforts for a period of not less than 120 days
due to the Borrower’s inability to obtain consents and/or memoranda of leases
from the relevant landlord(s) to such mortgage, waive such requirement for
purposes of this Agreement and (z) otherwise waive any requirement for
providing any Collateral or perfecting the security interest therein hereunder
or under the other Loan Documents if, in the Administrative Agent’s reasonable
judgment, the cost of so providing such Collateral or perfecting such security
interests would outweigh the benefits afforded thereby to the Secured Parties.


 


“Commitment” means a Revolving
Commitment, a Term Loan Commitment or a commitment of any Incremental Lender to
make an Incremental Loan (each an “Incremental Loan Commitment”), or any
combination thereof (as the context requires).


 


“Confidential Information Memorandum”
means the Confidential Information Memorandum dated October 2009 with
respect to the syndication of the Tranche B Term Loan facility provided herein.


 


“Consent and Agreement” means a Consent
and Agreement substantially in the form of Exhibit D (with such changes
thereto as shall be satisfactory to the Administrative Agent).


 


“Contract Station” means (a) each
television or radio station identified as such in Schedule 1.01(c),
(b) each television or radio station that is the subject of an acquisition
referred to in clause (b) of the definition of “Acquisition”
consummated by the Borrower or any Subsidiary on or after the date hereof and
(c) any television or radio station with which the Borrower or any
Subsidiary has entered into any Program Services Agreement, Outsourcing
Agreement or other similar agreement on or after the date hereof, in each case
until such time, if any, as the Borrower or any Subsidiary acquires the
Broadcast License of such television or radio station and such station becomes
an Owned Station.


 


“Contractual Obligations” of any Person
means any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it
or any of its property is bound.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise; provided that, in any event, any
Person which owns directly or indirectly 5% or more of the securities having
ordinary voting power for the election of directors or other governing body of
a corporation or 5% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation, partnership or other Person.  “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Corporate Expense” means, for any
period, all general and administrative expenses of the Borrower and its
Subsidiaries for such period.


 


“Cunningham” means Cunningham
Broadcasting Corporation, a Maryland corporation.


 


8

















 


“Cunningham Acquisition Agreements”
means, collectively, the Cunningham Asset Purchase Agreements and the
Cunningham Merger Agreements.


 


“Cunningham Amendments” means the
amendments to (or amendments and restatements of) the Cunningham Acquisition
Agreements and/or Cunningham Program Services Agreements, in each case on or
about the date hereof and in accordance with the Cunningham MOU.


 


“Cunningham Asset Purchase Agreements”
means the Asset Purchase Agreements, each dated July 3, 2002, by and among
(a) Feddora, Inc. and WRGT Licensee, LLC (as sellers) and the Holding
Company, Sinclair Television of Dayton, Inc., and WRGT Licensee, LLC (as
buyers); (b) Feddora, Inc. and WVAH Licensee, LLC (as sellers) and
the Holding Company, Sinclair Television of Nashville, Inc., and WVAH
Licensee, LLC (as buyers); and (c) Feddora, Inc. and WTAT Licensee,
LLC (as sellers) and the Holding Company, Sinclair Television of Charleston, Inc.,
and WTAT Licensee, LLC (as buyers), in each case as amended and restated as of
the Fourth Restatement Effective Date.


 


“Cunningham Merger Agreements” means
(a) those certain Plans and Agreements of Merger dated July 3, 2002
by and between Columbus (WTTE-TV), Inc. (a subsidiary of Cunningham) and
Baltimore (WNUV-TV), Inc. (a subsidiary of Cunningham) and the Holding
Company and (b) that certain Plan and Agreement of Merger dated November 15,
1999, by and among Glencairn, Ltd. (now Cunningham), Anderson (WFBC-TV), Inc.
and the Holding Company and Sinclair Acquisition XI, Inc., in each case as
amended and restated on the Fourth Restatement Effective Date.


 


“Cunningham MOU” means the Memorandum
of Understanding dated September 8, 2009, by and among Cunningham and its
Subsidiaries, The Carolyn C. Smith Cunningham Trust, the Carolyn Smith’s
Grandchildren’s Trust I, the Carolyn Smith’s Grandchildren’s Trust II, the
Carolyn Smith’s Grandchildren’s Trust III and The Carolyn Smith’s Grandchildren’s
Trust IV and the Holding Company on behalf of itself and certain applicable
subsidiaries as amended by Amendment No. 1 dated October 6, 2009.


 


“Cunningham Option Agreements” means
those certain Common Voting Capital Stock Option Agreements, each of which is
dated May 3, 1995, pursuant to which the Holding Company was granted an
option to acquire certain shares of capital stock of Cunningham from Carolyn
Smith (now the Carolyn C. Smith Cunningham Trust), the Carolyn Smith’s
Grandchildren’s Trust I, the Carolyn Smith’s Grandchildren’s Trust II, the
Carolyn Smith’s Grandchildren’s Trust III, and the Carolyn Smith’s
Grandchildren’s Trust IV, in each case as amended and restated on the Fourth
Restatement Effective Date.


 


“Cunningham Options” means options for
the purchase of all of the issued and outstanding voting and non-voting stock
of Cunningham under the Cunningham Option Agreements.


 


“Cunningham Program Services Agreements”
means the Program Services Agreements between the Borrower and/or any of its
Subsidiaries and Cunningham and/or any of its Subsidiaries with respect to the
Contract Stations subject thereto, in each case as amended and restated on the
Fourth Restatement Effective Date.


 


“Default” means any event or condition
which constitutes an Event of Default or which upon notice, lapse of time or
both would, unless cured or waived, become an Event of Default.


 


9

















 


“Defaulting Lenders” means any Lender,
as determined by the Administrative Agent, that has (a) failed to fund any
portion of its Loans or participations in Letters of Credit or Swing Line Loans
within three Business Days of the date required to be funded by it hereunder,
(b) notified the Borrower, the Administrative Agent, the Issuing Lender,
the Swing Line Lender or any Lender in writing that it does not intend to
comply with any of its funding obligations under this Agreement or has made a
public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement or under other agreements in which it
commits to extend credit, (c) failed, within three Business Days after
request by the Administrative Agent, to confirm that it will comply with the
terms of this Agreement relating to its obligations to fund prospective Loans
and participations in then outstanding Letters of Credit and Swing Line Loans, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other
amount required to be paid by it hereunder within three Business Days of the
date when due, unless the subject of a good faith dispute, or
(e)(i) become or is insolvent or has a parent company that has become or
is insolvent or (ii) become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian, appointed for it,
or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment or has a
parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or custodian appointed for it, or
has taken any action in furtherance of, or indicating its consent to, approval
of or acquiescence in any such proceeding or appointment.


 


“Designated SBG Subsidiary” means
(a) KDSM, LLC and KDSM Licensee, LLC and (b) each other Subsidiary of
the Holding Company that is designated as a “Designated SBG Subsidiary” after
the Fourth Restatement Effective Date pursuant to Section 6.10(a), in each
case so long as such Subsidiary remains a Designated SBG Subsidiary hereunder.


 


“Disposition” means any sale,
assignment, transfer or other disposition of any property (whether now owned or
hereafter acquired) by the Borrower or any of its Subsidiaries to any other
Person other than any sale, assignment, transfer or other disposition of any
property sold or disposed of in the ordinary course of business and on ordinary
business terms.


 


“dollars” or “$” refers to lawful money
of the United States of America.


 


“EBITDA” means, for any period, the
sum, for the Borrower and its Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), of the following for such period
(subject to Section 1.05(d)): 
(a) net income for such period; plus (b) the sum
of, to the extent deducted in determining net income for such period,
(i) provision for taxes, (ii) depreciation and amortization
(including film amortization), (iii) Interest Expense, (iv) Permitted
Termination Payments (or to the extent the same shall be included in
determining Corporate Expense pursuant to clause (c)(ii) below for
such period), (v) extraordinary losses (including non-cash losses on sales
of property outside the ordinary course of business of the Borrower and its
Subsidiaries), (vi) all other non-cash charges (including non-cash losses
on derivative transactions and non-cash interest expenses), (vii) all
transaction costs paid or incurred by the Borrower in connection with the
Fourth Restatement Effective Date Transactions and the Tender Offer
Transactions and (viii) all amounts paid in cash by the Borrower and its
Subsidiaries to Cunningham and its Subsidiaries pursuant to the transactions
contemplated by the Cunningham MOU that are in respect of, or credited toward,
the purchase price of any Stations to be acquired by the Borrower or any of its
Subsidiaries


 


10
















 


from Cunningham or are in respect of local
marketing agreement fees, but not exceeding $11,000,000 in the aggregate for
any twelve month period; minus (c) the sum of, to the extent
included in net income for such period, (i) non-cash revenues,
(ii) Corporate Expense (but only to the extent already not deducted in
determining net income for such period), (iii) interest and other income,
(iv) extraordinary gains (including non-cash gains on sales of assets
outside the ordinary course of business), (v) benefit from taxes,
(vi) non-cash gains on derivative transactions and (vii) cash
payments made during such period in respect of items under clause (b)(vi) above
subsequent to the fiscal quarter in which the relevant non-cash charge was
reflected as a charge in the statement of net income; minus
(d) Film Cash Payments made or scheduled to be made during such period.


 


“EBITDA Percentage” means, as of the
date of the consummation of any sale, disposition or exchange of assets (or
Capital Stock) contemplated by Section 7.05(c), the ratio, expressed as a
percentage, obtained by dividing (a) the portion of EBITDA attributable to
such assets (or Capital Stock) for the twelve month period ending on, or most
recently ended prior to, such date by (b) EBITDA for such period.


 


“Environmental Affiliates” means, as to
any Person (the “successor”), any other Person whose liability
(contingent or otherwise) for an Environmental Claim the successor may have
retained, assumed or otherwise become or remained liable for (contingently or
otherwise), whether by contract, operation of law or otherwise; provided
that each Subsidiary of the successor, and each former Subsidiary or division
of the successor transferred to another Person, shall in any event be an “Environmental
Affiliate” of the successor.


 


“Environmental Laws” means all laws,
rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, Release or threatened Release
of any Hazardous Material or to health and safety matters.


 


“Environmental Liability” means any
liability, contingent or otherwise (including any liability for damages, costs
of environmental remediation, fines, penalties or indemnities), of the Borrower
or any Subsidiary directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.


 


“Equity Rights” means, with respect to
any Person, any subscriptions, options, warrants, commitments, preemptive
rights or agreements of any kind (including any shareholders’ or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of Capital Stock of any class of, or of
any type in, such Person.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate” means any trade or
business (including Unrestricted Subsidiaries and whether or not incorporated)
that, together with the Borrower, is treated as a single employer 


 


11

















 


under Section 414(b) or (c) of
the Code, or, solely for purposes of Section 302 of ERISA and
Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.


 


“ERISA Event” means (a) any “reportable
event”, as defined in Section 4043 of ERISA or the regulations issued
thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant
to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(f) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.


 


“Eurodollar”, when used in reference to
any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the
Adjusted LIBO Rate.


 


“Event of Default” has the meaning
assigned to such term in Article VIII.


 


“Excess Disposition Proceeds” has the
meaning assigned to such term in Section 2.09(b)(i).


 


“Excluded Holding Company Subsidiary”
means, at any time, any directly owned Subsidiary of the Holding Company (other
than the Borrower and the Designated SBG Subsidiaries) that (a) has both (i) assets
of less than $500,000 (on a consolidated basis for such Subsidiary and its
Subsidiaries) as of the end of the most recently completed fiscal quarter for
which financial statements of the Holding Company are available and (ii) revenues
of less than $2,000,000 (on a consolidated basis for such Subsidiaries and its
Subsidiaries) for the most recently completed four fiscal quarter period for
which such financial statements are available or (b) as of the Fourth
Restatement Effective Date, is in the process of being liquidated, dissolved or
otherwise wound down or is subject to a bankruptcy or similar proceeding (or is
expected to be liquidated, dissolved or wound down or to become subject to such
a proceeding within three months thereafter) (and, in each case (other than any
such Subsidiaries existing as of the Fourth Restatement Effective Date), as to
which the Borrower has notified the Administrative Agent in writing,
designating such Subsidiary as an Excluded Holding Company Subsidiary
hereunder); provided  that
at no time shall the total assets or total revenues (calculated as provided
above) of all such Subsidiaries that are Excluded Holding Company Subsidiaries
exceed $3,000,000.  As of the Fourth Restatement Effective Date,
the Excluded Holding Company Subsidiaries are identified in Schedule 6.10(e).


 


“Excluded Non-Media Subsidiary” means,
at any time, a Non-Media Subsidiary which at such time is not required to be a
Subsidiary Guarantor or an Obligor pursuant to Section 6.09(a) or the
last paragraph of Section 6.10(b).


 


12

















 


“Excluded Real Property” has the
meaning assigned to such term in Section 6.11(a).


 


“Excluded Taxes” means, with respect to
the Administrative Agent, any Lender, the Issuing Lender or any other recipient
of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its
net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.17(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party to this Agreement or is
attributable to such Foreign Lender’s failure or inability to comply with Section 2.15(e),
except to the extent that such Foreign Lender’s assignor (if any) was entitled,
at the time of assignment, to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.15(a).


 


“Existing Credit Agreement” has the
meaning assigned to such term in the second paragraph of this Agreement.


 


“Existing Letters of Credit” has the
meaning assigned to such term in Section 2.04(a).


 


“Extended Revolving Maturity Date”
means, with respect to the Extending Revolving Lenders and their Revolving
Commitments, December 31, 2013 (or if such date is not a Business Day, the
immediately preceding Business Day).


 


“Extending Revolving Lenders” means
(a) each Revolving Lender holding a Revolving Commitments that has agreed
to be an “Extending Revolving Lender” hereunder as evidenced by the Revolving
Lender Addendum executed and delivered by such Revolving Lender in connection
herewith (or, in the case of any Revolving Lender which executes and delivers a
signature page of this Agreement under Section 5.01(a), any such
Revolving Lender with a Revolving Commitment under the column “Extending
Revolving Lenders Revolving Commitments” on Schedule 1.01(a)) and
(b) the Swing Line Lender.


 


“FCC” means the Federal Communications
Commission or any Governmental Authority substituted therefor.


 


“Federal Funds Effective Rate” means,
for any day, the weighted average (rounded upwards, if necessary, to the next
1/100 of 1%) of the rates on overnight Federal funds transactions with members
of the Federal Reserve System arranged by Federal funds brokers, as published
on the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day that is a Business Day, the
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.


 


“Film Cash Payments” means, for any
period, the sum (determined on a consolidated basis and without duplication) of
all payments by the Borrower and its Subsidiaries made or scheduled to be made
during such period in respect of Film Obligations; provided that amounts
applied to the prepayment of Film Obligations owing under any contract
evidencing a Film Obligation under which the amount owed by the Borrower or any
of its Subsidiaries exceeds the 


 


13

















 


remaining value of such contract to the
Borrower or such Subsidiary, as reasonably determined by the Borrower, shall
not be deemed to be Film Cash Payments.


 


“Film Obligations” means obligations in
respect of the purchase, use, license or acquisition of programs, programming
materials, films, and similar assets used in connection with the business and
operations of the Borrower and its Subsidiaries.


 


“FIN 46” means Interpretation
No. 46, “Consolidation of Variable Interest Entities”, issued by FASB, as
amended from time to time.


 


“Final FCC Order” means an order of the
FCC that is no longer subject to reconsideration or review by the FCC or by any
court or administrative body.


 


“Financial Officer” means the chief financial
officer, chief accounting officer or treasurer of the Borrower or the Holding
Company, as applicable.


 


“First Amendment” means the First
Amendment to this Agreement, dated as of August 19, 2010, among the
Borrower, the Holding Company, the Guarantors, the Lenders party thereto and
the Administrative Agent.


 


“First Amendment Effective Date” means
the date on which all the conditions set forth in Section 5 of the First
Amendment are satisfied.


 


“First Lien Indebtedness” means, as at
any date, all Indebtedness on such date that is secured by a Lien on property
of the Borrower and its Subsidiaries (other than a Lien expressly ranking
junior in priority to any other Lien) minus all Qualifying Balances on
such date.


 


“First Lien Indebtedness Ratio” means,
as at any date, the ratio of (a) First Lien Indebtedness outstanding on
such date to (b) EBITDA for the period of the four fiscal quarters ending
on or most recently ended prior to such date.


 


“Foreign Lender” means any Lender that
is organized under the laws of a jurisdiction other than that in which the
Borrower is located.  For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.


 


“Fourth Restatement Effective Date”
means the date on which the conditions specified in Section 5.01 are
satisfied (or waived in accordance with Section 10.02).


 


“Fourth Restatement Effective Date
Collateral Requirement” means the requirement that:


 


(a)           the
Administrative Agent shall have received from each of the Obligors party
thereto a counterpart of the Security Agreement duly executed and delivered on
behalf of each such Person, together with (i) the certificates
representing the Capital Stock pledged pursuant to the Security Agreement,
together with an undated stock power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof and (ii) each
promissory note (if any) pledged to the Administrative Agent pursuant to the
Security Agreement endorsed (without recourse) in blank (or accompanied by an
executed transfer form in blank) by the pledgor thereof (or confirmation by the
Administrative Agent as to 


 


14

















 


receipt thereof under the Security Agreement
as in effect immediately prior to the Fourth Restatement Effective Date);


 


(b)           the
Administrative Agent shall have received from each of the Obligors party
thereto and each of the Representative or Representatives of the holders of the
Initial Second Priority Debt a counterpart of the Second Lien Intercreditor
Agreement duly executed and delivered on behalf of each such Person;


 


(c)           the
Administrative Agent shall have received from each of the Obligors party
thereto and (if any) each other party thereto a counterpart of each other
Security Document (other than the Mortgages) duly executed and delivered on
behalf of each such Person as shall be necessary or appropriate (in the
reasonable judgment of the Administrative Agent) to create a first priority
Lien on the properties of the Obligors intended to be covered thereby, subject
to no Liens other than Liens permitted under Section 7.02 applicable to
such property, including (i) control agreements with respect to each of
the deposit and securities accounts of the Borrower and the Subsidiary
Guarantors listed on Annex 8 to the Security Agreement but only to the
extent such control agreement is required to be entered into pursuant to the
Security Agreement, in each case duly executed and delivered by the relevant
Obligor, the Administrative Agent and the respective depositary bank or
securities intermediary, as applicable (provided that the Administrative
Agent may agree in its sole discretion that such control agreements (or any of
them) shall be delivered within 30 days after the Fourth Restatement Effective
Date (or such longer period as the Administrative Agent may agree in its sole
discretion)), (ii) short-form intellectual property security agreements
entered into pursuant to the Security Agreement on behalf of each Obligor party
thereto, and evidence as to the completion of filing (or arrangements
satisfactory to the Administrative Agent for filing) with the United Stated
Patent and Trademark Office against the relevant intellectual property covered
by such security agreements and (iii) the results of recent lien searches
in the jurisdiction of organization of each of the Obligors, which search shall
reveal no Liens on any of the assets of the Obligors except for Liens permitted
under Section 7.02 or discharged on or prior to the Fourth Restatement
Effective Date pursuant to documentation satisfactory to the Administrative
Agent;


 


(d)           the
UCC financing statements necessary to be filed, registered or recorded to
create the Liens intended to be created by the Security Documents (in each
case, including any supplements thereto) and perfect such Liens to the extent
required by, and with the priority required by, the Security Documents, shall
have been filed, registered or recorded or delivered to the Administrative
Agent for filing, registration or the recording concurrently with, or promptly
following, the execution and delivery of each such Security Document; and


 


(e)           the
Real Estate Collateral Requirement shall have been satisfied with respect to
each owned or leased property identified in Schedule 4.18(a) and Schedule
4.18(b), respectively, and designated therein as a Mortgaged Property
(other than any Real Estate Collateral Requirement subject to clause (d) of
the definition of “Collateral and Guarantee Requirement”).


 


“Fourth Restatement Effective Date
Transactions” means (a) the Transactions, (b) the Initial Second
Priority Debt Transactions, (c) the execution and delivery of Cunningham
Amendments by the parties thereto (and the effectiveness thereof), (d) the
commencement of the Tender Offer (which shall not have been withdrawn,
terminated or materially amended prior to such 


 


15

















 


date) and (e) the other transactions
relating to the foregoing that will occur concurrently (or substantially
concurrently) with the Fourth Restatement Effective Date.


 


“GAAP” means generally accepted
accounting principles in the United States of America.


 


“Governmental Authority” means the
government of the United States of America, any other nation or any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government.


 


“Guarantee” of or by any Person (the “guarantor”)
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct
or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase
(or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation
of the payment thereof, (c) to maintain working capital, equity capital or
any other financial statement condition or liquidity of the primary obligor so
as to enable the primary obligor to pay such Indebtedness or other obligation
or (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation; provided
that the term “Guarantee” shall not include (i) endorsements for
collection or deposit in the ordinary course of business or (ii) any
Program Services Agreement or any obligations thereunder.


 


“Guaranteed Obligations” has the
meaning assigned to such term in Section 3.01.


 


“Guarantors” means, collectively,
(a) the Holding Company, (b) the Subsidiary Guarantors and (c) each
other Subsidiary of the Holding Company that becomes a “Guarantor” after the
date hereof pursuant to Section 6.09 or Section 6.10.


 


“Hazardous Materials” means all
explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.


 


“Hedging Agreement” means any swap
agreement, cap agreement, collar agreement, put or call, futures contract,
forward contract or similar agreement or arrangement entered into to protect
against or mitigate the effect of fluctuations in the price of the Borrower’s
common stock or in interest rates, foreign exchange rates or prices of
commodities used in the business of the Borrower and its Subsidiaries and any
master agreement relating to any of the foregoing.


 


“Hedge Party” means each Person that is
a Lender or an Affiliate of a Lender at the time it enters into a Secured
Hedging Agreement, in its capacity as a party thereto.


 


“Holding Company” means Sinclair
Broadcast Group, Inc., a Maryland corporation.


 


16

















 


“Holding Company 3.00% Convertible Notes”
means the Holding Company’s 3.00% Convertible Senior Notes due 2027 in an
aggregate principal amount of $294,277,000 outstanding as of September 30,
2009.


 


“Holding Company 4.875% Convertible Notes”
means the Holding Company’s 4.875% Convertible Senior Notes due 2018 in an
aggregate principal amount of $143,519,000 outstanding as of September 30,
2009.


 


“Holding Company Convertible Debentures”
means the Holding Company’s 6% Convertible Subordinated Debentures due 2012 in
an aggregate principal amount of $134,121,150 outstanding as of as of September 30,
2009.


 


“Holding Company Convertible Notes”
means, collectively, the Holding Company 3.00% Convertible Notes and the
Holding Company 4.875% Convertible Notes.


 


“Immaterial Broadcast Licenses” means
(a) Broadcast Licenses (other than main transmitter licenses, auxiliary
transmitter licenses (to the extent in existence on the date hereof and
necessary for the continued operation of the Stations) and studio transmitter
links (to the extent necessary for the continued operation of the Stations), in
each case granted by the FCC, and extensions and renewals thereto or thereof)
the absence of which individually or together could not have a Material Adverse
Effect and (b) either a paired digital channel or a paired analog channel
(but not both) which is returned to the FCC pursuant to the FCC’s plan for
transition to digital television broadcasting.


 


“Incremental Lender”
means a Lender with an outstanding Incremental Loan.


 


“Incremental Loan” has the meaning
assigned to such term in Section 2.01(c).


 


“Incremental Loan Amendment” means any
amendment to this Agreement pursuant to which Incremental Loans of any Series are
established pursuant to Section 2.01(c).


 


“Incremental Loan Commitment” has the
meaning assigned to such term in the definition of “Commitment”.


 


“Incremental Loan Maturity Date” means,
with respect to the Incremental Loans of any Series, the maturity date for such
Incremental Loans of such Series as specified in the Incremental Loan
Amendment for such Series.


 


“Incremental Loan Principal Payment Date”
means, for each Series of Incremental Loans, the date or dates for
repayment of such Incremental Loans as specified in the Incremental Loan Amendment
for such Series.


 


“Indebtedness” means of any Person
(without duplication): (a) indebtedness created, issued or incurred by
such Person for borrowed money (whether by loan or the issuance and sale of
debt securities or the sale of property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such
property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of property or services, other than
trade accounts payable (other than for borrowed money) arising, and accrued
expenses incurred, in the ordinary course of business so long as such trade
accounts payable are payable within 90 days of the date the respective goods
are delivered or the respective services are rendered; (c) Indebtedness of



 


17

















 


others secured by a Lien on the property of
such Person, whether or not the respective Indebtedness so secured has been
assumed by such Person; (d) obligations of such Person in respect of
letters of credit or similar instruments issued or accepted by banks and other
financial institutions for account of such Person; (e) Capital Lease
Obligations of such Person; (f) Indebtedness of others guaranteed by such
Person; (g) if the Aggregate Consideration payable by such Person to
extend and exercise any option acquired in connection with any Acquisition (an “Extension
and Exercise Price”) exceeds 20% of the Aggregate Consideration payable in
connection with such Acquisition, such Extension and Exercise Price;
(h) any Put Obligations, but only to the extent that such Put Obligations
(other than the Put Obligations in existence on the Fourth Restatement
Effective Date relating to WNAB-TV (Nashville, Tennessee)), whether arising under
the same or different agreements, exceeding $25,000,000 in the aggregate shall
not have been approved by the Administrative Agent (such approval not to be
unreasonably withheld) prior to the incurrence thereof; and
(i) obligations of such Person in respect of surety and appeals bonds or
performance bonds or other similar obligations; provided that the term “Indebtedness”
shall not include (i) Film Obligations of such Person,
(ii) obligations of such Person under any Program Services Agreement,
Outsourcing Agreement or other similar agreement, (iii) any liability
shown on such Person’s balance sheet in respect of the fair value of Interest
Rate Protection Agreements, (iv) any Put Obligations (other than those Put
Obligations included as “Indebtedness” under clause (h) of this
definition) and (v) any liability shown on the balance sheet of such
Person solely as a result of the application of FIN 46 and for which such
Person is not primarily or contingently liable for payment.


 


“Indemnified Taxes” means Taxes other
than Excluded Taxes.


 


“Initial FCC Order” means an order of
the FCC that is not a Final FCC Order.


 


“Initial Second Priority Debt” means
the Indebtedness of the Borrower issued pursuant to Section 7.01(i) (including
the Guarantees of such Indebtedness provided by any Guarantor thereunder).  Initial Second Priority Debt will include any
Registered Equivalent Notes issued in exchange therefor.


 


“Initial Second Priority Debt Documents”
means the agreements and instruments evidencing or providing for the Initial
Second Priority Debt, including the Initial Second Priority Debt Indentures,
and all other documents executed and delivered from time to time with respect
thereto (including all agreements, documents and instruments that create or
purport to create Liens or Guarantees in favor of the holders thereof (or their
Representatives)).


 


“Initial Second Priority Debt Indenture”
means the Indenture dated as of October 29, 2009 among Sinclair Television
Group, Inc., the guarantors party thereto and U.S. Bank National
Association as trustee, relating to the Initial Second Priority Debt.


 


“Initial Second Priority Debt Proceeds”
means the aggregate net cash proceeds of the Initial Second Priority Debt.


 


“Initial Second Priority Debt Proceeds
Collateral Account” means a Collateral Account established by the
Administrative Agent pursuant to the Security Agreement or an existing or new
deposit or securities account of the Borrower satisfactory to the
Administrative Agent, which shall be used solely for purposes specified in Section 6.13(b).


 


18

















 


“Initial Second Priority Debt Transactions”
means (a) the issuance by the Borrower of the Initial Second Priority Debt
in accordance with Section 7.01(i), (b) the deposit by the Borrower
of the Initial Second Priority Debt Proceeds into the Initial Second Priority
Debt Proceeds Collateral Account to the extent required under Section 6.13(b) and
(c) the negotiation and execution of the Cunningham MOU and all
transactions contemplated thereby, including the execution and delivery of the
Cunningham Amendments.


 


“Intercreditor Agreements” means,
collectively, the Second Lien Intercreditor Agreement and any other
intercreditor agreement entered into pursuant to this Agreement.


 


“Interest Election Request” means a
request by the Borrower to convert or continue a Borrowing in accordance with Section 2.06.


 


“Interest Coverage Ratio” means, as at
any date, the ratio of (a) EBITDA for the period of the four fiscal
quarters ending on or most recently ended prior to such date to
(b) Interest Expense for such period.


 


“Interest Expense” means, for any
period, the sum, for the Borrower and its Subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of (a) all
cash interest expense in respect of Indebtedness during such period,
(b) the net amounts payable (or minus the net amounts
receivable) under Interest Rate Protection Agreements accrued during such
period (whether or not actually paid or received during such period) and
(c) Restricted Payments made during such period pursuant to Section 7.08(a) in
respect of interest payments on the Holding Company Convertible Debentures
(including any such interest payments thereon made pursuant to Section 7.08
of the Existing Credit Agreement prior to the Fourth Restatement Effective Date
during any fiscal quarter that is included in such period).  Any reference herein to calculating Interest
Expense for any period on a “pro forma” basis means that, for purposes of the
clause (a) above, (i) the Indebtedness on the basis of which
Interest Expense is so calculated shall mean Indebtedness outstanding as of the
relevant date of calculation after giving effect to any repayments and any
incurrence of Indebtedness on such date and (ii) such calculation shall be
made applying the respective rates of interest in effect for such Indebtedness
on such date.


 


“Interest Payment Date” means
(a) with respect to any ABR Loan (other than Swing Line Loans), each
Quarterly Date, (b) with respect to any Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period
that occurs at intervals of three months’ duration after the first day of such
Interest Period and (c) with respect to any Swing Line Loan, the day that
such Loan is required to be repaid.


 


“Interest Period” means, with respect
to any Eurodollar Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months (or, with the consent of each Lender,
nine months) thereafter, as the Borrower may elect; provided that
(i) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day
and (ii) any Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the 


 


19

















 


last Business Day of the last calendar month
of such Interest Period.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.


 


“Interest Rate Protection Agreement”
means a Hedging Agreement providing for the transfer or mitigation of interest
risks either generally or under specific contingencies.


 


“Investment” means, for any Person,
(a) the acquisition (whether for cash, property, services or securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities of any other Person or any agreement to
make any such acquisition (including any “short sale” or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale), (b) the making of any deposit with, or advance, loan or
other extension of credit to, any other Person (including the purchase of
property from another Person subject to an understanding or agreement,
contingent or otherwise, to resell such property to such Person), but excluding
any such advance, loan or extension of credit having a term not exceeding 90
days arising in connection with the sale of programming or advertising time by
such Person in the ordinary course of business or (c) the entering into of
any Guarantee of, or other contingent obligation with respect to, Indebtedness
or other liability of any other Person and (without duplication) any amount
committed to be advanced, lent or extended to such Person.


 


“Issuing Lender” means JPMCB, in its
capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in Section 2.04(j).  The Issuing Lender may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Lender, in which case the term “Issuing Lender” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.


 


“Joinder Agreement” means a Borrower
Subsidiary Joinder Agreement or a SBG Subsidiary Joinder Agreement, as
applicable.


 


“JPMCB” means JPMorgan Chase Bank, N.A.


 


“LC Disbursement” means a payment made
by the Issuing Lender pursuant to a Letter of Credit.


 


“LC Exposure” means, at any time,
the sum of (a) the aggregate undrawn amount of all outstanding Letters of
Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of
any Lender at any time shall be its Applicable Percentage of the total LC Exposure
at such time.


 


“Lender Addendum” means the Tranche B
Term Loan Lender Addendum or a Revolving Lender Addendum.


 


“Lenders” means each Revolving Lender,
each Person that shall have become a party hereto pursuant to a Tranche B Term
Loan Lender Addendum as of the Fourth Restatement Effective, the Tranche B-1
Term Loan Lender, each Incremental Lender and any other Person that shall have
become a party hereto pursuant to an Assignment and Assumption, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption; provided that from and after the Original Revolving Maturity
Date, upon the Non-Extending Revolving Lenders being paid all amounts owing to
them under this Agreement, the Non-Extending Revolving Lenders


 


20
















 


shall no longer be Lenders hereunder (without
prejudice to the matters set forth in Section 10.05).  Unless the context otherwise requires, the
term “Lenders” includes the Swing Line Lender.


 


“Letter of Credit” means any letter of
credit issued pursuant to this Agreement and shall include the Existing Letters
of Credit.


 


“Letter of Credit Documents” means,
with respect to any Letter of Credit, collectively, any application therefor
and any other agreements, instruments, guarantees or other documents (whether
general in application or applicable only to such Letter of Credit) governing
or providing for (a) the rights and obligations of the parties concerned
or at risk with respect to such Letter of Credit or (b) any collateral
security for any of such obligations, each as the same may be modified and
supplemented and in effect from time to time.


 


“LIBO Rate” means, with respect to any
Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters
Screen LIBOR01 Page (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such
Service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period; provided that, for
purposes of Revolving Loans held by the Extending Revolving Lenders, the LIBO
Rate shall in no event at any time be less than 2.00% per annum; provided,
further, that, for purposes of Tranche B Term Loans, the LIBO Rate
shall in no event at any time be less than 1.50% per annum In the event that
such rate is not available at such time for any reason, then the LIBO Rate with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period. 
The Administrative Agent will furnish a copy of such Page or other
documentation evidencing the contents thereof to the Borrower upon its request.


 


“License Subsidiaries” means
(a) with respect to each Station that is an Owned Station on the date
hereof, the Subsidiary of the Borrower listed on Schedule 1.01(b) as
the holder of the Broadcast Licenses for such Owned Station and (b) with
respect to any Owned Station hereafter acquired by the Borrower or any of its
Subsidiaries, the Subsidiary of the Borrower formed, created, or acquired after
the date hereof that holds the Broadcast Licenses for such Owned Station, and
in each case any other Subsidiary into which any such License Subsidiary may be
merged pursuant to Section 7.03.


 


“Lien” means, with respect to any
asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such asset and
(c) in the case of securities, any purchase option, call or similar right
of a third party with respect to such securities.


 


21

















 


“Loan Documents” means, collectively,
this Agreement, the promissory notes (if any) issued pursuant to Section 2.08(g),
the Letter of Credit Documents, the Joinder Agreements and the Security
Documents.


 


“Loans” means the loans made by the
Lenders to the Borrower pursuant to Section 2.01, and shall include
Incremental Loans unless the context otherwise requires.


 


“Margin Stock” means “margin stock”
within the meaning of Regulations T, U and X of the Board.


 


“Material Adverse Effect” means a
material adverse effect on (a) the business, assets, operations, prospects
or condition, financial or otherwise, of the Borrower and its Subsidiaries
taken as a whole, (b) the ability of any Obligor to perform any of its
obligations under this Agreement or any of the other Loan Documents to which it
is a party or (c) the rights of or benefits available to the Lenders under
this Agreement or any of the other Loan Documents.


 


“Material Third-Party Licensee” means
any Person holding a Broadcast License for one or more Contract Stations for
which the Broadcast Cash Flow attributable to such Stations, either
individually or in the aggregate, for the most recent twelve month period is
equal to or greater than 5% of the Broadcast Cash Flow for such period.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Mortgages” means the mortgages, deeds of trust, assignments of leases and
rents and other security documents (if any) delivered on or after the Fourth Restatement
Effective Date pursuant to this Agreement with respect to Mortgaged Properties,
each substantially in the form of
Exhibit F (with such changes thereto, including
such changes as may be required or desirable to account for local law matters, as shall be satisfactory to the Administrative Agent).


 


“Mortgaged Properties” means all Real Property that shall be subject to a Mortgage
entered into pursuant to the terms of this Agreement.


 


“Multiemployer Plan” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Cash Proceeds” means, with respect
to any Prepayment Event, the aggregate amount of all cash payments (including
all cash payments received by way of deferred payment of principal pursuant to
a note or installment receivable or otherwise, but only as and when received)
received by the Borrower and its Subsidiaries directly or indirectly in
connection with such Prepayment Event, in each case, net of (a) the amount
of any legal, title and recording tax expenses, commissions and other fees and
expenses paid by the Borrower and its Subsidiaries in connection therewith and
(b) in the case of any Prepayment Asset Sale or Recovery Event,
(i) any Federal, state and local income or other taxes estimated to be
payable by the Borrower and its Subsidiaries as a result thereof (but only to
the extent that such estimated taxes are in fact paid to the relevant
Governmental Authority not later than twelve months after the date thereof) and
(ii) any repayments by the Borrower or any of its Subsidiaries of
Indebtedness to the extent that (x) such Indebtedness is secured by a Lien
on the property that is the subject of such Prepayment Asset Sale and
(y) the transferee of (or holder of a Lien on) such property requires that
such Indebtedness be repaid as a 


 


22

















 


condition to such Prepayment Asset Sale or, in
case of any Recovery Event, such repayment is contractually required from the
proceeds thereof by the terms of such Indebtedness.


 


“Non-Extending Revolving Lenders” means
the Revolving Lenders that are not Extending Revolving Lenders.


 


“Non-Media Subsidiary” means any direct
or indirect Subsidiary of the Borrower (including, for this purpose, any
Designated SBG Subsidiary) that is not engaged in, and does derive any income
from, any of the businesses or activities described in clauses (a), (b) and/or
(c) of Section 7.06.


 


“Non-Recourse Indebtedness” means
Indebtedness (a) as to which neither the Borrower nor any Subsidiary
(other than any Unrestricted Subsidiary) is directly or indirectly liable (by
virtue of the Borrower or any such Subsidiary being the primary obligor on,
guarantor of, or otherwise liable in any respect to, such Indebtedness) and
(b) which, upon the occurrence of a default with respect thereto, does not
result in, or permit any holder of any other Indebtedness of the Borrower or
any Subsidiary (other than any Unrestricted Subsidiary) to declare, a default
on such Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity.


 


“Non-Television Entities” means,
collectively, Keyser Capital LLC and Sinclair Investment Group LLC.


 


“Non-Television Entity Notes” means the
promissory notes made by the Non-Television Entities in favor of the Borrower,
as described on Schedule 1.01(d).


 


“Note Indentures” means, collectively,
the Senior Subordinated Debt Indentures, the Senior Unsecured Debt Indentures
and the Second Priority Debt Indentures.


 


“Notes Transfer” means the disposition
or transfer of the Non-Television Entity Notes in connection with the
Separation Transaction.


 


“Obligations” means, collectively,
(a) all advances to and debts, liabilities, obligations, covenants and
duties of, the Borrower or any other Obligor arising under the Loan Documents
or otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due
or to become due, now existing or hereafter arising, and including in the case
of each Guarantor all obligations of such Guarantor in respect of its Guarantee
under Article III, (b) all Cash Management Obligations owing by the
Borrower or any other Obligor to any Lender (or any Affiliate thereof) and (c) all
obligations of the Borrower and its Subsidiaries arising under any Secured
Hedge Agreement, and, in the case of each of the foregoing, including all
interest thereon and expenses related thereto, including any interest or
expenses accruing or arising after the commencement of any case with respect to
the Borrower or any other Obligor under the Bankruptcy Code or any other
bankruptcy or insolvency law (whether or not such interest or expenses are
allowed or allowable as a claim in whole or in part in such case).  Without limiting the generality of the
foregoing, the Obligations of the Obligors under the Loan Documents (and of
their respective Subsidiaries to the extent they have obligations under the
Loan Documents) include (i) the obligation (including guarantee
obligations) to pay principal, interest, Letter of Credit commissions,
reimbursement obligations, charges, expenses, fees, indemnities and other
amounts (including fees, expenses and disbursements of counsel) payable by any
Obligor under any Loan Document and (ii) the obligation of any Obligor to
reimburse any amount in respect of any 


 


23

















 


of the foregoing that the Administrative Agent
or any other Secured Party, in each case in its sole discretion, may elect to
pay or advance on behalf of such Obligor.


 


“Obligors” means, collectively,
(a) the Borrower, (b) the Holding Company and (c) each other
Guarantor.


 


“Operating Subsidiary” has the meaning
assigned to such term in Section 7.14(a).


 


“Original Revolving Facility Pricing Grid”
means the following pricing grid:


 


	
  Total Indebtedness Ratio:

  	
   

  	
  ABR Margin

  (%)

  	
   

  	
  Eurodollar

  Margin

  (%)

  	
   

  	
  Applicable

  Commitment

  Fee Rate

  (%)

  
	
  Level I:

  Greater than or equal to 6.00 to 1

  	
   

  	
  0.25

  	
   

  	
  1.25

  	
   

  	
  0.375

  
	
  Level II:

  Less than 6.00 to 1 and greater than or equal to 5.50 to 1

  	
   

  	
  0

  	
   

  	
  1.00

  	
   

  	
  0.375

  
	
  Level III:

  Less than 5.50 to 1 and greater than or equal to 5.00 to 1

  	
   

  	
  0

  	
   

  	
  0.875

  	
   

  	
  0.25

  
	
  Level IV:

  Less than 5.00 to 1

  	
   

  	
  0

  	
   

  	
  0.75

  	
   

  	
  0.25

  



 


For purposes of the foregoing (but subject to
the last sentence of this definition), (A) the Total Indebtedness Ratio
shall be determined as of the end of each fiscal quarter of the Borrower’s
fiscal year based upon the Borrower’s consolidated financial statements
delivered pursuant to Section 6.01(a) or (b) (and as set
forth in the related certificate of a Financial Officer delivered pursuant to Section 6.01(c))
and (B) each change in the Applicable Margin, Applicable Revolving
Commitment Fee Rate or Applicable Letter of Credit Fee Rate with respect to the
Non-Extending Revolving Lenders (and their respective Revolving Loans,
Revolving Commitment and LC Exposure, as applicable) resulting from a change in
the Total Indebtedness Ratio shall be effective on the date three Business Days
after the receipt by the Administrative Agent of such certificate and shall
remain effective until the effective date of the next such change; provided
that, notwithstanding the foregoing, none of the Applicable Margin, Applicable
Revolving Commitment Fee Rate or Applicable Letter of Credit Fee Rate shall as
a consequence of this definition be reduced for any period during which an
Event of Default shall have occurred and be continuing.  As of the Fourth Restatement Effective Date,
Level I is the applicable pricing level under the Original Revolving Facility
Pricing Grid.  Notwithstanding anything
herein to the contrary, during any period that a Post-Default Condition shall
have occurred and be continuing, the Applicable Margin, Applicable Revolving Commitment
Fee Rate and Applicable Letter of Credit Fee Rate for purposes of this
definition shall be the highest rate set forth in the table above applicable
thereto.


 


24

















 


“Original Revolving Maturity Date”
means, with respect to the Non-Extending Revolving Lenders and their Revolving
Commitments, the Business Day falling on or nearest to June 30, 2011.


 


“Other Debt” means the Subordinated
Debt, the Senior Unsecured Debt and the Second Priority Debt.


 


“Other Debt Documents” means the
Subordinated Debt Documents, the Senior Unsecured Debt Documents and the Second
Priority Debt Documents.


 


“Other Taxes” means any and all present
or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made under any Loan Document
or from the execution, delivery or enforcement of, or otherwise with respect
to, any Loan Document.


 


“Outsourcing Agreements” means
(a) any agreement to which the Borrower or any of its Subsidiaries is a
party which provides for the Borrower or any of its Subsidiaries to deliver or
receive non-programming related management and/or consulting services of any
television station, and (b) any put or option agreement entered into in
connection with any agreement referred to in clause (a) above that
provides for the Borrower or any of its Subsidiaries to acquire or sell the
license or non-license assets of the related television station.


 


“Owned Station” means (a) each
television or radio station identified as such in Schedule 1.01(b) and
(b) any television or radio station the Broadcast Licenses of which are
owned or held by the Borrower or any of its Subsidiaries on or after the date
hereof.


 


“Passive BCF Percentage” means, as at
any date, the ratio, expressed as a percentage, obtained by dividing
(a) the portion of Broadcast Cash Flow attributable to all Passive
Stations for the twelve month period ending on, or most recently ended prior
to, such date by (b) Broadcast Cash Flow for such period.


 


“Passive LMA” means a local marketing
agreement, time brokerage agreement, program services agreement or similar
agreement (but excluding any Outsourcing Agreement or other similar agreement)
providing for any Person other than the Borrower or any of its Subsidiaries to
program or sell advertising time on all or any portion of the broadcast time of
any Station.


 


“Passive Station” means a Station that
is the subject of a Passive LMA.


 


“PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA and any successor entity
performing similar functions.


 


“Permitted Investments” means, for any
Person: (a) direct obligations of the United States of America, or of any
agency (which shall include, but not be limited to, Export-Import Bank of the
United States, Farmers Home Administration, Federal Housing Administration,
General Services Administration, and Government National Mortgage Association)
or instrumentality (which shall include, but not be limited to, The Federal
National Mortgage Association, Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation, Federal Land Banks, Federal Intermediate Credit Banks,
Banks for Cooperative and the Farm Credit System, and The Student Loan
Marketing Association) thereof, or obligations guaranteed or insured as to
principal and interest by the United 


 


25

















 


States of America, or any agency or
instrumentality thereof, in either case maturing not more than 90 days from the
date of acquisition thereof by such Person; (b) domestic and Eurodollar
time deposits, overnight deposits, certificates of deposit and bankers
acceptances issued or guaranteed by entities rated A-2 or better by S&P or
P-2 or better by Moody’s, maintained at or issued by any office or branch of
any bank or trust company organized or licensed under the laws of the United
States of America or any State thereof which bank or trust company has capital,
surplus and undivided profits of at least $500,000,000, maturing not more than
90 days from the date of acquisition thereof by such Person;
(c) commercial paper, auction rate notes and commercial paper master notes
issued or guaranteed by entities rated A-2 or better by S&P or P-2 or
better by Moody’s, maturing not more than 90 days from the acquisition thereof
by such Person (provided that a security without its own rating will be
considered to be rated and to have the same rating as any debt obligation that
is issued by the same issuer which is comparable in priority, maturity and
security to the subject security or, if it is guaranteed by another issuer, to
be rated and to have the same rating as any debt obligation that is issued by
the guarantor which is comparable in priority, security, and maturity to the
subject security); (d) tax-exempt commercial paper or variable rate tax
exempt demand notes, rated A-1 or better by S&P or MIG1/VMIG1 or better by
Moody’s, maturing not more than 90 days from the acquisition thereof by such
Person; (e) fully collateralized repurchase agreements with a term of not
more than 30 days entered into with any bank qualifying under clause (b) above,
any broker-dealer subsidiary or affiliate of any such bank or any Primary
Dealer of United States Government securities and relating to:
(i) marketable direct obligations issued or unconditionally guaranteed or
insured by the United States of America or any agency or instrumentality
thereof listed in clause (a) above; (ii) securities issued by
The Federal National Mortgage Association, Federal Farm Credit Banks, Federal
Home Loan Banks or The Student Loan Marketing Association or other entities
listed in clause (a) above; or (iii) mortgage-backed securities
issued by The Federal National Mortgage Association or The Federal Home Loan
Mortgage Corporation or issued or guaranteed by the Government National Mortgage
Association or other entities listed in clause (a) above; and
(f) money market mutual funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act of 1940,
(ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have
portfolio assets of at least $5,000,000,000.


 


“Permitted Reinvestment” means
(a) an acquisition permitted under Section 7.04(e), (b) Capital
Expenditures or (c) with respect to any Recovery Event, the repair,
restoration or replacement of the affected property.


 


“Permitted Second Priority Refinancing Debt”  means any Indebtedness incurred by the Borrower in the form
of second lien secured notes or loans; provided that (a) until December 31,
2013, the Indebtedness being refinanced shall be pari passu
or more senior in right of repayment and/or lien priority than the Indebtedness
incurred, (b) such Indebtedness is secured by the Collateral on a second
lien basis (and subject to the terms of the Second Lien Intercreditor
Agreement) to Liens securing the Obligations and is not secured by any property
of the Borrower, the Holding Company or any of their respective Subsidiaries or
any other Person other than the Collateral, (c) such Indebtedness does not
mature or have scheduled amortization or payments of principal (including
prepayments, redemptions or sinking fund or like payments) prior to the 91st day after the stated maturity
date of any Loans hereunder at the time such Indebtedness is incurred (other
than prepayment or redemption requirements as a result of asset sales or change
of control provisions (provided that any such prepayment or redemption
(or offer to prepay or redeem) may be made only to the extent permitted under Section 7.12)),
(d) the terms and conditions of such Indebtedness (other than interest
rate and redemption premium) shall not be more restrictive on the Borrower and
its Subsidiaries than the terms and conditions of the Initial Second Priority
Debt Indenture, (e) the 


 


26

















 


security agreements relating to such
Indebtedness are substantially the same as the collateral documents governing
the Initial Second Priority Debt (with such differences as are reasonably
satisfactory to the Administrative Agent), (f) such Indebtedness is not
guaranteed by any Person other than the Guarantors and (g) a
Representative acting on behalf of the holders of such Indebtedness shall have
become party to the Second Lien Intercreditor Agreement.  Permitted Second Priority Refinancing Debt
will include any Registered Equivalent Notes issued in exchange therefor.


 


“Permitted Senior Unsecured Refinancing
Debt”  means any Indebtedness incurred by the
Borrower in the form of senior unsecured notes or loans; provided that (a) except
with respect to any Specified 8% Notes Refinancing or any refinancing of the
Holding Company Convertible Debentures, until December 31, 2013, the
Indebtedness being refinanced shall be pari passu or
more senior in right of repayment and/or lien priority than the Indebtedness
incurred, (b) such Indebtedness does not mature or have scheduled
amortization or payments of principal (including prepayments, redemptions or
sinking fund or like payments) prior to the 91st day after the stated maturity
date of any Loans hereunder at the time such Indebtedness is incurred (other
than prepayment or redemption requirements as a result of asset sales or change
of control provisions (provided that any such prepayment or redemption
(or offer to prepay or redeem) may be made only to the extent permitted under Section 7.12)),
(c) the other terms and conditions of such Indebtedness (other than
interest rate and redemption premium) shall not be more restrictive on the
Borrower and its Subsidiaries than the terms and conditions found in senior
unsecured debt of a similar type issued by similar issuers under Rule 144A
or in a public offering (provided that in no event shall such other
terms or conditions be more restrictive on the Borrower and its Subsidiaries
than the Initial Second Priority Debt Indenture), (d) such Indebtedness is
not guaranteed by any Person other than the Guarantors and (e) such
Indebtedness is not secured by any Lien or any property or assets of the
Borrower, the Holding Company or any of their respective Subsidiaries.  Permitted Senior Unsecured Refinancing Debt
will include any Registered Equivalent Notes issued in exchange therefor.


 


“Permitted Subordinated Refinancing Debt”  means any Indebtedness incurred by the Borrower in the form
of unsecured subordinated notes or loans; provided that (a) except
with respect to any refinancing of the Holding Company Convertible Debentures,
until December 31, 2013, the Indebtedness being refinanced shall be pari passu or more senior in right of repayment and/or lien
priority than the Indebtedness incurred, (b) such Indebtedness does not
mature or have scheduled amortization or payments of principal (including
prepayments, redemptions or sinking fund or like payments) prior to the 91st day after the stated maturity
date of any Loans hereunder at the time such Indebtedness is incurred (other
than prepayment or redemption requirements as a result of asset sales or change
of control provisions (provided that any such prepayment or redemption
(or offer to prepay or redeem) may be made only to the extent permitted under Section 7.12)),
(c) the other terms and conditions (including subordination provisions) of
such Indebtedness (other than interest rate and redemption premium) shall not
be more restrictive on the Borrower and its Subsidiaries than the terms and
conditions found in subordinated debt of a similar type issued by similar
issuers under Rule 144A or in a public offering (provided that in
no event shall such other terms or conditions (other than subordination
provisions) be more restrictive on the Borrower and its Subsidiaries than the
Initial Second Priority Debt Indenture), and such subordination terms shall
extend to cover the Obligations, among other obligations, (d) such
Indebtedness is not guaranteed by any Person other than the Guarantors and (e) such
Indebtedness is not secured by any Lien or any property of the Borrower, the
Holding Company or any of their respective Subsidiaries.  Permitted Subordinated Refinancing Debt will
include any Registered Equivalent Notes issued in exchange therefor.


 


27

















 


“Permitted Termination Payments” has
the meaning assigned to such term in Section 7.15.


 


“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.


 


“Plan” means any employee pension
benefit plan (other than a Multiemployer Plan) subject to the provisions of
Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to
be) an “employer” as defined in Section 3(5) of ERISA.


 


“Post-Default Condition” means
(a) the failure by the Borrower to pay when due (whether at stated
maturity, by acceleration, by mandatory prepayment or otherwise) any principal
amount of any Loan or in respect of any LC Exposure, (b) the failure by
the Borrower to pay when due (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise) any other amount payable by the Borrower
hereunder for more than three Business Days or (c) the existence of any
Event of Default under clauses (d), (e), (g) or (h) of
Article VIII.


 


“Post-Default Rate” means, with respect
to any Lender, a rate per annum equal to the Alternate Base Rate as in effect
from time to time plus the Applicable Margin applicable to ABR
Loans made by such Lender plus 2%; provided that, as applied
to principal of a Eurodollar Loan held by any Lender, the “Post-Default Rate”
shall be the interest rate for such Eurodollar Loan held by such Lender as
provided in Section 2.11(b) plus 2%.


 


“Prepayment Asset Sale” has the meaning
assigned to such term in clause (a) of the definition of “Prepayment Event”.


 


“Prepayment Event” means (a) any
Disposition of any property of the Borrower or any Subsidiary (other than any
Disposition permitted under Sections 7.05(a), (b), and (only with respect to
any exchange of assets) (c)) (each a “Prepayment Asset Sale”),
(b) any Recovery Event and (c) the issuance or incurrence of any
Indebtedness under Section 7.01(f).


 


“Prime Rate” means the rate of interest
per annum publicly announced from time to time by JPMCB as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly
announced as being effective.


 


“Program Services Agreements” means any
agreement having a term of not less than three years with an option to extend
such term for an additional three years or more entered into by the Borrower or
any of its Subsidiaries (other than License Subsidiaries) in accordance with Section 7.15
relating to a Contract Station, pursuant to which agreement the Borrower or any
of its Subsidiaries (other than License Subsidiaries) will obtain the right to
program and sell advertising on a substantial portion of such Contract Station’s
inventory of broadcast time.


 


“Put Obligations” means the obligations
of the Borrower or any of its Subsidiaries to purchase certain assets of any
Station with respect to which the Borrower or such Subsidiary shall have
entered into an Outsourcing Agreement.


 


28

















 


“Qualifying Balances” means, as at any
date, the aggregate amount of cash on hand of the Borrower and its Subsidiaries
on such date (excluding amounts held in the Initial Second Priority Debt
Proceeds Collateral Account); provided that (a) Qualifying Balances
shall in no event at any time exceed $50,000,000 in the aggregate for purposes
of this definition and (b) the Qualifying Balances shall be deemed to be
zero for any day on which (i) an Event of Default shall have occurred and
be continuing or (ii) the total Revolving Exposure has been in excess of
$10,000,000 for more than ten consecutive days.


 


“Quarterly Dates” means the last
Business Day of March, June, September and December in each year, the
first of which shall be the first such day after the date hereof.


 


“Receivables” means, as at any date,
the unpaid portion of the obligation, as stated on the respective billing
statement, of a customer of the Borrower or any Subsidiary Guarantor in respect
of the sale of advertising time or other services provided or goods sold by the
Borrower or any Subsidiary Guarantor, as the case may be, to such customer.


 


“Real Estate Collateral Requirement”
means the requirement that, with respect to each owned or leased Real Property
required to be subject to a Mortgage under the Fourth Restatement Effective
Date Collateral Requirement or the Collateral and Guarantee Requirement, as
applicable, the Administrative Agent shall have received (each in form and
substance satisfactory to the Administrative Agent):


 


(a)           a
Mortgage duly executed and delivered by the relevant Obligor that is the record
owner of such property or lessee of leased property, in form for recording in
the recording office of the jurisdiction where such property to be encumbered
thereby is situated, in favor of the Administrative Agent for the benefit of
the Secured Parties (in such number of copies as the Administrative Agent shall
have requested), together with such other instruments as shall be necessary or
appropriate (in the reasonable judgment of the Administrative Agent) to create
a Lien under applicable law, all of which shall be in form and substance
reasonably satisfactory to Administrative Agent, which Mortgage and other
instruments shall be effective to create and/or maintain a first priority Lien
on such property, subject to no Liens other than Liens permitted under Section 7.02
applicable to such property;


 


(b)           a
flood hazard determination for such property;


 


(c)           with
respect to each such leased property under which any Obligor is lessee, (i) executed
consent and estoppel agreements from the relevant landlord(s) and (ii) executed
memoranda of leases or other documents evidencing the existence of the leases,
in each case, in recordable form reasonably satisfactory to the Administrative
Agent to ensure the leases are “mortgageable” as determined by the Administrative
Agent;


 


(d)           a
fully paid policy of title insurance (or marked binding pro forma having the
same effect of a title insurance policy) in the form reasonably approved by the
Administrative Agent insuring the Lien of the Mortgage encumbering such
property as a valid first priority Lien (subject to this clause (d)) on
such property and fixtures described therein, which policy of title insurance
(or marked binding pro forma having the same effect of a title insurance
policy) shall be in an amount reasonably satisfactory to the Administrative
Agent and shall (i) be issued by the Title Company, (ii) include such
coinsurance and reinsurance 


 


29

















 


arrangements (with provisions for direct
access) as shall be reasonably acceptable to the Administrative Agent,
(iii) have been supplemented by such endorsements or affirmative insurance
(or, where such endorsements are not available, opinions of special counsel or
other professionals reasonably acceptable to the Administrative Agent) as shall
be reasonably requested by the Administrative Agent, (iv) contain no
exceptions to title other than exceptions for Liens permitted under Section 7.02
and other exceptions reasonably acceptable to the Administrative Agent; provided
that, with respect to the legal descriptions attached to the Mortgages
encumbering the Mortgaged Properties insured by the policies of title insurance
described by this clause (d), in the event the Administrative Agent
determines at any time that any Mortgage does not include all of the Real
Property which is owned by the Borrower or any Subsidiary at that particular
site, then upon written notice of the Administrative Agent, the Borrower or
such Subsidiary, as applicable, shall execute and deliver (at the sole cost and
expense of the Borrower) all necessary documentation, including without
limitation an amendment to the applicable Mortgage, to cause the unencumbered
portion of such Real Property to be included in such Mortgage;


 


(e)           evidence
reasonably acceptable to the Administrative Agent of payment by the Borrower of
all title insurance premiums, search and examination charges, mortgage, filing
and recording taxes, fees and related charges required for the recording of
such Mortgage;


 


(f)            if
the Administrative Agent or the Required Lenders reasonably determine that they
are required by law or regulation to have appraisals prepared in respect of any
Mortgaged Property, the Borrower will cooperate with the Administrative Agent
in obtaining appraisals which satisfy the applicable requirements of the Real
Estate Appraisal Reform Amendments of the Financial Institution Reform,
Recovery and Enforcement Act of 1989, as amended, or any other law or
regulation and which shall otherwise be in form and substance reasonably
satisfactory to the Administrative Agent, and the Borrower shall pay all
reasonable fees and expenses incurred by the Administrative Agent in connection
therewith (it being understood that no such appraisals shall be required in
connection with the Fourth Restatement Effective Date Collateral Requirement);


 


(g)           all
such other documents, instruments or items (including UCC fixture filings) as
shall be reasonably necessary in the opinion of the Administrative Agent (or
its counsel) to create a valid and perfected first priority mortgage Lien on
such property subject only to Liens permitted under Section 7.02,
including such affidavits and instruments of indemnifications by the Borrower
and the relevant Subsidiary as shall be reasonably required to induce the Title
Company to issue the policy or policies (or commitment) and endorsements
contemplated in clause (d) above; and


 


(h)           customary
opinions (addressed to the Administrative Agent and the Lenders) of local
counsel for the relevant Obligor (i) in the state in which the relevant
Mortgaged Properties are located, with respect to the enforceability and
perfection of such Mortgage covering such Mortgaged Properties and any related
fixture filings in form and substance reasonably satisfactory to the Administrative
Agent and (ii) if requested by the Administrative Agent, in the state in
which such Obligor is organized and formed, with respect to, among other
matters, the valid existence, corporate power and authority of such Obligor in
the granting of such Mortgage.


 


30
















 


“Real Property” means, collectively,
all right, title and interest of the Borrower or any Subsidiary in and to any
and all parcels of real property owned, leased or otherwise operated by the
Borrower or any Subsidiary together with all Improvements and appurtenant
fixtures, easements and other property and rights incidental to the ownership,
lease or operation thereof.


 


“Receivables and Related Assets” means
Receivables and any instruments, documents, chattel paper, obligations, general
intangibles and other similar assets, in each case, relating to such
Receivables.


 


“Receivables Financing” means the sale
of Receivables and Related Assets on terms and pursuant to documentation
satisfactory in form and substance to the Administrative Agent.


 


“Receivables Subsidiary” means a Wholly
Owned Subsidiary of the Borrower established for the limited purpose of
acquiring and financing Receivables and Related Assets pursuant to any
Receivables Financing.


 


“Recovery Event” means any settlement
of or payment in respect of any property or casualty insurance claim (but not
to the extent such claim compensates for any loss of revenues or interruption
of business or operations caused thereby) or any condemnation or similar
proceeding or taking under power of eminent domain relating to any asset of the
Borrower or any of its Subsidiaries with a value in excess of $500,000.


 


“Refinanced Term
Loans” has the meaning assigned to such term in Section 2.09(d).


 


“Register” has the meaning assigned to
such term in Section 10.04(b).


 


“Registered Equivalent Notes” means,
with respect to any notes originally issued in a Rule 144A or other
private placement transaction under the Securities Act of 1933, as amended,
substantially identical notes (having the same Guarantees) issued in a dollar
for dollar exchange therefor pursuant to an exchange offer registered with the
SEC.


 


“Reinvestment Deferred Amount” means,
with respect to any Reinvestment Event, the aggregate Net Cash Proceeds
received by the Borrower or any of its Subsidiaries in connection therewith
that are not applied to prepay the Loans pursuant to Section 2.09(b) as
a result of the delivery of a Reinvestment Notice.


 


“Reinvestment Event” means any
Disposition or Recovery Event constituting a Prepayment Event in respect of
which the Borrower has delivered a Reinvestment Notice.


 


“Reinvestment Notice” means a written
notice executed by a Financial Officer stating that no Event of Default has
occurred and is continuing and that the Borrower (directly or indirectly
through a Subsidiary) intends and expects to use all or a specified portion of
the Net Cash Proceeds of a Disposition or Recovery Event constituting a
Prepayment Event to make a Permitted Reinvestment (and specifying such expected
use).


 


“Reinvestment Prepayment Amount” means,
with respect to any Reinvestment Event, the Reinvestment Deferred Amount
relating thereto less any amount expended prior to the relevant Reinvestment
Prepayment Date to make a Permitted Reinvestment.


 


31

















 


“Reinvestment Prepayment Date” means,
with respect to any Reinvestment Event, the earlier of (a) the date
occurring one year after such Reinvestment Event and (b) the date on which
the Borrower shall have determined not to, or shall have otherwise ceased to,
use all or any portion of the relevant Reinvestment Deferred Amount with
respect to such Reinvestment Event for the expected use pursuant to the
relevant Reinvestment Notice.


 


“Related Parties” means, with respect
to any specified Person, such Person’s Affiliates and the respective directors,
trustees, officers, employees, agents and advisors of such Person and such
Person’s Affiliates.


 


“Release” means any release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration into the indoor or outdoor environment, including,
without limitation, the movement of Hazardous Materials through ambient air,
soil, surface water, ground water, wetlands, land or subsurface strata.


 


“Relevant Application Date” means
(a) with respect to any Prepayment Asset Sale or Recovery Event,
(i) on or prior to the fifth Business Day after receipt of the Net Cash
Proceeds thereof (unless, prior thereto, a Reinvestment Notice shall have been
delivered to the Administrative Agent in respect thereof) and (ii) each
Reinvestment Prepayment Date with respect thereto; and (b) with respect to
any issuance or incurrence of any Indebtedness under Section 7.01(f), on
or prior to the fifth Business Day after receipt of the Net Cash Proceeds thereof.


 


“Relevant Percentage” means, with
respect to any Prepayment Event, 100%.


 


“Representative” means, with respect to
any Indebtedness and the holders thereof, the trustee, administrative agent,
collateral agent, security agent or similar agent under the indenture or
agreement pursuant to which such Indebtedness is issued, incurred or otherwise
obtained, as the case may be, and in each case its successors in such capacity.


 


“Required Lenders” means, at any time,
subject to the last paragraph of Section 10.02(b), Lenders having
Revolving Exposures, outstanding Term Loans, outstanding Incremental Loans and
unused Commitments representing more than 50% of the sum of the total Revolving
Exposures, outstanding Term Loans, outstanding Incremental Loans and unused
Commitments at such time.  The “Required
Lenders” of a particular Class of Loans means Lenders having Revolving
Exposures, outstanding Term Loans, outstanding Incremental Loans and unused
Commitments of such Class representing more than 50% of the total
Revolving Exposures, outstanding Term Loans, outstanding Incremental Loans and
unused Commitments of such Class at such time (e.g., “Required Revolving
Lenders” means, at any time, the Revolving Lenders having Revolving Exposures
and unused Revolving Commitments representing more than 50% of the total
Revolving Exposures and total unused Revolving Commitments at such time).


 


“Restricted Payment” means (a) any
dividend or other distribution (whether in cash, securities or other property
but excluding dividends payable solely in additional shares of common stock of
the Borrower) with respect to any shares of any class of Capital Stock of the
Borrower or any of its Subsidiaries, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such shares of Capital Stock of the Borrower or any
option, warrant or other right to acquire any such shares of Capital Stock of
the Borrower and (b) any management fee or royalty fee payable by the
Borrower or any Subsidiary to the Holding Company.


 


32

















 


“Revolving Availability Period” means
(a) with respect to the Non-Extending Revolving Lenders and their
Revolving Commitments, the period from and including the Fourth Restatement
Effective Date to but excluding the earlier of (i) the Original Revolving
Maturity Date and (ii) the date of termination of the Revolving Commitments
of such Lenders or (b) with respect to the Extending Revolving Lenders and
their Revolving Commitments, the period from and including the Fourth
Restatement Effective Date to but excluding the earlier of (i) the
Extended Revolving Maturity Date and (ii) the date of termination of the
Revolving Commitments of such Lenders.


 


“Revolving Commitment” means, with
respect to each Lender, the commitment, if any, of such Lender to make
Revolving Loans and to acquire participations in Swing Line Loans and Letters
of Credit hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Exposure hereunder, as such commitment may be
(a) reduced from time to time pursuant to Section 2.07
and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04.  As of the Fourth Restatement Effective Date,
the amount of each Revolving Lender’s Revolving Commitment is set forth in Schedule
1.01(a).


 


“Revolving Exposure” means, with
respect to any Lender at any time, the sum of the outstanding principal amount
of such Lender’s Revolving Loans and its LC Exposure and Swing Line
Exposure at such time.


 


“Revolving Lender” means a Lender with
a Revolving Commitment or, if the Revolving Commitments have (or the Revolving
Commitment of the relevant Revolving Lender has) terminated or expired, a
Lender with Revolving Exposure, and (unless the context otherwise requires,
means a Non-Extending Revolving Lender or an Extending Revolving Lender.


 


“Revolving Lender Addendum” means, with
respect to any Revolving Lender, a Lender Addendum substantially in the form of
Exhibit G-2, executed by such Revolving Lender and delivered pursuant to Section 5.01(a).


 


“Revolving Loan” means a Loan made
pursuant to Section 2.01(a).


 


“Revolving Maturity Date” means the
Original Revolving Maturity Date or the Extended Revolving Maturity Date, as
applicable.


 


“Rule 144A” means Rule 144A
of the Securities Act of 1933, as amended from time to time.


 


“S&P” means Standard &
Poor’s Ratings Services.


 


“SBG Subsidiary Guarantor” means
(a) each Designated SBG Subsidiary and (b) each other Subsidiary of
the Holding Company that becomes a “Subsidiary Guarantor” after the Fourth
Restatement Effective Date pursuant to Section 6.10(b), in each case, so
long as such Subsidiary remains an SBG Subsidiary Guarantor hereunder.


 


“SBG Subsidiary Joinder Agreement”
means a Joinder Agreement substantially in the form of Exhibit B-2 (or
other instrument satisfactory to the Administrative Agent) by a Subsidiary of
the Holding Company that, pursuant to the Collateral and Guarantee Requirement,
becomes, a “SBG Subsidiary Guarantor” hereunder and an “Obligor” under the
Security Agreement.


 


33

















 


“SEC” means the Securities and Exchange
Commission, or any regulatory body that succeeds to the functions thereof.


 


“Second Lien Intercreditor Agreement”
means that certain Second Lien Intercreditor Agreement among the Obligors, the
Administrative Agent, the Representative or Representatives for holders of the
Initial Second Priority Lien Debt and certain other parties thereto,
substantially in the form of Exhibit E.


 


“Second Priority Debt” means
(a) the Initial Second Priority Debt and (b) any Additional Second
Priority Debt.


 


“Second Priority Debt Documents” means,
collectively, (a) the Initial Second Priority Debt Documents and (b) the
Additional Second Priority Debt Documents.


 


“Second Priority Debt Indentures” means
(a) the Initial Second Priority Debt Indentures, and (b) the
Additional Second Priority Debt Indentures.


 


“Secured Hedging Agreements” means any
Hedging Agreement permitted under Section 7.19 that is entered into
between the Borrower or any Subsidiary and any Hedge Party.


 


“Secured Indebtedness Ratio” means the “Secured
Debt to Operating Cash Flow Ratio” (as such term, together with any related
definitions or other provisions used or referred to therein, are defined in the
Initial Second Priority Debt Indenture as in effect on the Fourth Restatement
Effective Date, which term, definitions and other provisions are hereby
incorporated herein by reference) (it being the intent hereof that the
calculation of “Senior Indebtedness Ratio” for purposes of Section 7.01(j)(iii)(B) as
at any date shall be made on the same basis as if such ratio were calculated on
such date under Section 1008(a)(ii) of the Initial Second Priority
Debt Indenture as in effect on the Fourth Restatement Effective Date).


 


“Secured Parties” means, collectively,
the Administrative Agent, the Lenders, the Swing Line Lender, the Issuing
Lender, the Hedge Parties, each Supplemental Administrative Agent and each
co-agent or sub-agent appointed by the Administrative Agent from time to time
pursuant to Article IX.


 


“Security Agreement” means the Third Amended
and Restated Security Agreement between the Borrower, the Guarantors and the
Administrative Agent, substantially in the form of Exhibit A.


 


“Security Documents” means,
collectively, the Security Agreement, the Mortgages, the Intercreditor
Agreements, each Consent and Agreement, all other pledge, security and similar
agreements entered into by any Obligor in connection with this Agreement, all
related intercreditor agreements, and all Uniform Commercial Code financing
statements required hereby or thereby to be filed with respect to the security
interests in personal property created pursuant thereto.


 


“Senior Subordinated Debt Indentures”
means the 8% Senior Subordinated Note Indenture and, after the respective
issuances of any Permitted Subordinated Refinancing Debt, the respective
indentures under which the same are issued.


 


34

















 


“Senior Unsecured Debt” means the
Permitted Senior Unsecured Refinancing Debt (including the senior unsecured
Guarantees of such Indebtedness provided by any Guarantor thereunder).


 


“Senior Unsecured Debt Documents” means
the agreements and instruments evidencing or providing for the Senior Unsecured
Debt.


 


“Senior Unsecured Debt Indentures”
means the indenture or indentures under which the Senior Unsecured Debt shall
be issued.


 


“Separation Transaction” means the sale
or separation of the non-television business of the Holding Company in whole or
in part, whether by asset sale or otherwise.


 


“Series” has the meaning assigned to such
term in Section 2.01(c).


 


“Smith Brothers” means Frederick G.
Smith, David D. Smith, J. Duncan Smith and Robert E. Smith.


 


“Specified Conditions” means,
collectively, the Specified 8% Notes Refinancing Condition and the Specified
Leverage and Liquidity Conditions.


 


“Specified 8% Notes Refinancing” means,
(i) the refinancing of at least 90% of the 8% Senior Subordinated Notes
with the proceeds of unsecured Indebtedness of the Borrower and (ii) solely
to the extent that not more than 10% of the 8% Senior Subordinated Notes remain
outstanding after giving effect to any refinancing described in clause (i) above,
the purchase, repurchase, or redemption thereof for cash in an amount not to
exceed $25,000,000.


 


“Specified 8% Notes Refinancing Condition”
means at least 90% of the 8% Senior Subordinated Notes outstanding on the First
Amendment Effective Date shall have been refinanced in connection with a
Specified 8% Notes Refinancing of the type described in clause (i) of the
definition thereof.


 


“Specified Leverage and Liquidity
Conditions” means, in respect of a contemplated transaction or Restricted
Payment, the requirement that:


 


(a)           before and after giving effect to such transaction or
Restricted Payment, no Default shall have occurred and be continuing or would
result therefrom;


 


(b)           at the time of such transaction or Restricted Payment, the
Borrower shall be in compliance with the Total Indebtedness Ratio required
under Section 7.11(c), calculated on a pro forma basis as if such
transaction or Restricted Payment had been consummated on the last day of the
most recent period of four consecutive fiscal quarters of the Borrower;


 


(c)           at the time of such transaction or Restricted Payment, the
Borrower is in compliance with the Specified Second Lien Indebtedness Leverage
Test, calculated on a pro forma basis as if the Separation Transaction had been
consummated on the last day of the most recent period of four consecutive
fiscal quarters of the Borrower;


 


35

















 


(d)           at the time of such transaction or Restricted Payment, the
First Lien Indebtedness Ratio shall not be greater than 2.00 to 1.00,
calculated on a pro forma basis as if such transaction or restricted payment
had been consummated on the last day of the most recent period of four
consecutive fiscal quarters of the Borrower; and


 


(e)           after giving effect to such
transaction or Restricted Payment, the sum of (x) the then unused
Revolving Commitments plus (y) the aggregate cash included in the cash
accounts listed on the consolidated balance sheet of the Borrower and its
Subsidiaries as at such date (to the extent the use thereof for application to
payment of Indebtedness is not prohibited by law or any contract to which the
Borrower or any of its Subsidiaries is a party) shall total at least
$35,000,000.


 


“Specified Second Lien Indebtedness
Leverage Test” has the meaning set forth on Annex I.


 


“Stations” means the Owned Stations and
the Contract Stations.


 


“Statutory Reserve Rate” means a
fraction (expressed as a decimal), the numerator of which is the number one and
the denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or
supplemental reserves) expressed as a decimal established by the Board to which
the Administrative Agent is subject for eurocurrency funding (currently
referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those
imposed pursuant to such Regulation D. 
Eurodollar Loans shall be deemed to constitute eurocurrency funding and
to be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D or any comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.


 


“Subordinated Debt” means (a) the
8% Senior Subordinated Notes, (b) Subordinated Film Indebtedness and
(c) any Permitted Subordinated Refinancing Debt


 


“Subordinated Debt Documents” means the
agreements and instruments evidencing or providing for Subordinated Debt.


 


“Subordinated Film Indebtedness” means
Film Obligations of the Borrower and its Subsidiaries which are subordinated to
the obligations of the Borrower and its Subsidiaries hereunder on terms and
conditions, and the other provisions of which are, satisfactory to the
Administrative Agent.


 


“Subsidiary” means, with respect to any
Person (the “parent”) at any date, any corporation, limited liability
company, partnership, association or other entity the accounts of which would
be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP
as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of
the general partnership interests are, as of such date, owned, controlled or
held, or (b) that is, as of such date, otherwise Controlled or by the
parent and/or one or more subsidiaries of the parent.  “Wholly Owned Subsidiary” means any
such corporation, partnership or other entity of which all of such securities
or other ownership interests (other than, in the case of a corporation,
directors’ qualifying shares) are so 


 


36

















 


owned or controlled.  Notwithstanding anything contained herein to
the contrary, (i) no Unrestricted Subsidiary shall be deemed to be a
Subsidiary of the Borrower or of a Subsidiary of the Borrower for the purpose
of this Agreement except as otherwise expressly provided herein, (ii) each
Designated SBG Subsidiary shall be deemed to be a Subsidiary of the Borrower
for all purposes of this Agreement (including Articles IV, VI, VII and
VIII (unless the context otherwise requires)) and shall comply with the
provisions of Section 6.09 or Section 6.10, as applicable, and
(iii) each Excluded Non-Media Subsidiary shall be a Subsidiary of the
Borrower for all purposes of this Agreement. 
Unless otherwise specified, “Subsidiary” means a Subsidiary of the
Borrower.


 


“Subsidiary Guarantor” means,
collectively, (a) each of the Subsidiaries of the Borrower (including the
Designated SBG Subsidiaries) identified under the caption “SUBSIDIARY
GUARANTORS” on the signature pages hereto, (b) each Subsidiary of the
Borrower that becomes a “Subsidiary Guarantor” after the date hereof pursuant
to Section 6.09 or 6.11 and (c) each other SBG Subsidiary Guarantor.


 


“Supplemental Administrative Agent” has
the meaning assigned to such term in Article IX.


 


“Swing Line Exposure” means, at any
time, the aggregate principal amount of all Swing Line Loans outstanding at
such time.  The Swing Line Exposure of
any Lender at any time shall be its Applicable Percentage of the total Swing Line
Exposure at such time.


 


“Swing Line Lender” means JPMCB, in its
capacity as lender of Swing Line Loans hereunder.


 


“Swing Line Loan” means a Loan made
pursuant to Section 2.01(d).


 


“Taxes” means any and all present or
future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.


 


“Tender Offer” means the tender offers
commenced by the Borrower for the Holding Company Convertible Notes on
October 8, 2009.


 


“Tender Offer Transactions” means
(a) the consummation of the Tender Offer pursuant to which the Borrower
shall purchase all of the Holding Company Convertible Notes that are tendered
thereunder and (b) the dividend, distribution or transfer by the Borrower
to the Holding Company of the Holding Company Convertible Notes tendered to and
purchased by the Borrower pursuant to the Tender Offer for immediate retirement
or cancellation by the Holding Company.


 


“Term Loan Commitment” means a
Tranche B Term Loan Commitment or a Tranche B-1 Term Loan Commitment.


 


“Term Loan Lender” means a
Tranche B Term Loan Lender or the Tranche B-1 Term Loan Lender, as
applicable.


 


“Term Loan Maturity Date” means the
Tranche B Term Loan Maturity Date or the Tranche B-1 Term Loan
Maturity Date, as applicable.


 


“Term Loans” means, collectively, the
Tranche B Term Loans and the Tranche B-1 Term Loans.


 


37

















 


“Title Company” means Chicago Title
Insurance Company or any other title insurance company agreed to from time to
time by the Administrative Agent and the Borrower.


 


“Total Indebtedness” means, as at any
date, all Indebtedness of the Borrower and its Subsidiaries outstanding on such
date (determined on a consolidated basis without duplication in accordance with
GAAP) minus all Qualifying Balances on such date.


 


“Total Indebtedness Ratio” means, as at
any date, the ratio of (a) Total Indebtedness on such date to
(b) EBITDA for the period of four fiscal quarters ending on or most
recently ended prior to such date.


 


“Tranche B Term Loan” means a Loan
made pursuant to Section 2.01(b)(i), which shall initially be made as an
ABR Loan but thereafter may be an ABR Loan and/or a Eurodollar Loan.


 


“Tranche B Term Loan Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to
make a Tranche B Term Loan to the Borrower hereunder in a principal amount
equal to the amount set forth under the heading “Tranche B Commitment” opposite
such Lender’s name on its Tranche B Term Loan Lender Addendum.


 


“Tranche B Term Loan Lender” means
a Lender with an outstanding Tranche B Term Loan Commitment or an
outstanding Tranche B Term Loan.


 


“Tranche B Term Loan Lender Addendum”
means, with respect to any Tranche B Term Loan Lender, a Tranche B Term
Loan Lender Addendum substantially in the form of Exhibit G-1, executed by
such Tranche B Term Loan Lender and delivered pursuant to Section 5.01(a).


 


“Tranche B Term Loan Maturity Date”
means October 29, 2015 (or if such date is not a Business Day, the
immediately preceding Business Day).


 


“Tranche B Term Loan Principal Payment
Dates” means (a) the Quarterly Dates falling on or nearest to
March 31, June 30, September 30 and December 31 of each
year, commencing with the Quarterly Dates falling on or nearest to
March 31, 2011, and (b) the Tranche B Term Loan Maturity Date.


 


“Tranche B-1 Term Loan” means the
Loan made pursuant to Section 2.01(b)(ii), which shall be an ABR Loan
only.  Notwithstanding anything herein to
the contrary, there shall only be a single Tranche B-1 Term Loan made
hereunder by the Tranche B-1 Term Loan Lender.


 


“Tranche B-1 Term Loan Commitment”
means the commitment of JPMCB to make a Tranche B-1 Term Loan to the
Borrower hereunder in a principal amount equal up to $12,000,000.


 


“Tranche B-1 Term Loan Lender”
means JPMCB.


 


“Tranche B-1 Term Loan Maturity Date”
means the next Business Day after the Fourth Restatement Effective Date.


 


38

















 


“Transactions” means the execution,
delivery and performance by each Obligor of this Agreement and the other Loan
Documents to which such Obligor is intended to be a party, the borrowing of
Loans, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder.


 


“Type”, when used in reference to any
Loan or Borrowing, refers to whether the rate of interest on such Loan, or on
the Loans comprising such Borrowing, is determined by reference to the Adjusted
LIBO Rate or the Alternate Base Rate.


 


“Unrestricted Subsidiary” means
(a) any Subsidiary (which term, for purposes of this definition, shall
refer only to a Subsidiary of Sinclair Television Group, Inc.) which at
the time of determination shall be an Unrestricted Subsidiary (as designated by
the board of directors of the Borrower, as provided below) and (b) any
Subsidiary of an Unrestricted Subsidiary. 
After the Fourth Restatement Effective Date, the Board of Directors of
the Borrower may designate any Subsidiary of the Borrower (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary if all of
the following conditions apply: (i) such Subsidiary is not liable,
directly or indirectly, with respect to any Indebtedness other than
Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit
support at the time of such designation for any Indebtedness of the Borrower or
any of its Subsidiaries (other than an Unrestricted Subsidiary); (ii) any
Investment in such Subsidiary made as a result of designating such Subsidiary
an Unrestricted Subsidiary shall not violate the provisions of Section 7.07(as
if such Investment were deemed made at the time of such designation);
(iii) any designation of a Subsidiary as an Unrestricted Subsidiary shall
be treated as a Disposition of the assets of such Subsidiary and shall not
violate the provisions of Section 7.05(c) or Section 7.09
(as if such Disposition were deemed made at the time of such designation);
(iv) after giving pro forma effect to the designation of any Subsidiary as
an Unrestricted Subsidiary, the Broadcast Cash Flow attributable to all assets
of the Unrestricted Subsidiaries for the twelve month period ending on, or most
recently ended prior to, the date of such designation shall not exceed 25% of
the Broadcast Cash Flow for the Borrower and its Subsidiaries (including the
Unrestricted Subsidiaries) for such period; and (v) no Default shall have
occurred and be continuing at the time of such designation or would result
therefrom.  If, at any time, any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an
Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes hereof.  Any such
designation of an Unrestricted Subsidiary by the Board of Directors of the
Borrower shall be evidenced to the Administrative Agent by filing with the
Administrative Agent a board resolution giving effect to such designation and
an officer’s certificate certifying that such designation complies with the
foregoing conditions.  The Board of
Directors of the Borrower may remove the designation of Unrestricted Subsidiary
by giving notice thereof to the Administrative Agent; provided that,
immediately after giving effect to the removal of such designation, (x) no
Default shall have occurred or be continuing and (y) said removal of such
designation shall not violate the provisions of Section 7.04.  As of the Fourth Restatement Effective Date,
the Unrestricted Subsidiaries are Sinclair Radio of St. Louis, Inc.,
Tuscaloosa Broadcasting, Inc. and Highwoods Joint Venture.


 


“USA PATRIOT Act” means the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56
(signed into law October 26, 2001)).


 


“US Registered IP” has the
meaning assigned to such term in Section 6.11(a)(iii).


 


“Wholly Owned Subsidiary” has the
meaning assigned to such term in the definition of “Subsidiary” in this
Section.


 


39

















 


“Withdrawal Liability” means liability
to a Multiemployer Plan as a result of a complete or partial withdrawal from
such Multiemployer Plan, as such terms are defined in Part I of Subtitle E
of Title IV of ERISA.


 


SECTION 1.02       Classification of Loans and Borrowings.  For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”, a “Swing Line Loan”, a “Term Loan” or an “Incremental Loan”) or by Type
(e.g., a “Eurodollar Loan”) or by Class and Type (e.g., an “ABR Revolving
Loan”).  Borrowings also may be
classified and referred to by Class (e.g., a “Revolving Borrowing”) or by
Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., an “ABR
Revolving Borrowing”).


 


SECTION 1.03       Call Letters for Stations.  Each use of call letters for
any Station herein shall refer to the Station with such call letters, and
servicing the market, identified in Schedule 1.01(c).


 


SECTION 1.04       Terms Generally.  The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation”.  The phrase “unreasonably
withheld” shall be deemed to be followed by the phrase “or delayed”.  The word “will” shall be construed to have
the same meaning and effect as the word “shall”.  Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns,
(c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not
to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the
words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.


 


SECTION 1.05       Accounting Terms; GAAP.


 


(a)           Except as otherwise expressly
provided herein, all accounting terms used herein shall be interpreted, and all
financial statements and certificates and reports as to financial matters
required to be delivered to the Lenders hereunder shall (unless otherwise
disclosed to the Lenders in writing at the time of delivery thereof in the
manner described in paragraph (b) of this Section) be prepared, in
accordance with generally accepted accounting principles applied on a basis
consistent with that used in the preparation of the latest financial statements
furnished to the Lenders hereunder (which, prior to the first financial
statements delivered under Section 6.01, shall mean the financial
statements referred to in Section 4.04). 
All calculations made for the purposes of determining compliance with
the terms of this Agreement shall (except as otherwise expressly provided
herein) be made by application of generally accepted accounting principles
applied on a basis consistent with that used in the preparation of the annual
or quarterly financial statements furnished to the Lenders pursuant to Section 6.01
(or, prior to the first financial statements delivered under Section 6.01,
used in the preparation of the financial statements referred to in Section 4.04)
unless (i) the Borrower shall have objected in writing to determining such
compliance on such basis


 


40
















 


at the time of delivery of
such financial statements or (ii) the Required Lenders shall so object in
writing within 30 days after delivery of such financial statements, in either
of which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made (which, if objection is made in respect of
the first financial statements delivered under Section 6.01, shall mean
the financial statements referred to in Section 4.04).  Notwithstanding anything in this Section to
the contrary, all income derived by any Subsidiary or property held for sale
(and accounted for as such under GAAP) shall be included in calculating EBITDA
for the period prior to the consummation of the sale thereof.


(b)           The Borrower shall deliver to the
Lenders at the same time as the delivery of any annual or quarterly financial
statement under Section 6.01 a description in reasonable detail of any
material variation between the application of accounting principles employed in
the preparation of such statement and the application of accounting principles
employed in the preparation of the next preceding annual or quarterly financial
statements as to which no objection has been made in accordance with the last
sentence of paragraph (a) of this Section, and reasonable estimates
of the difference between such statements arising as a consequence thereof.


 


(c)           To enable the ready and consistent
determination of compliance with the covenants set forth in Article VII,
the Borrower will not change the last day of its fiscal year from December 31
of each year, or the last days of the first three fiscal quarters in each
of its fiscal years from March 31, June 30 and September 30 of
each year, respectively.


 


(d)           Except as expressly provided herein,
(i) all calculations made with respect to any period during which an
Acquisition is consummated shall be calculated on a pro forma basis as if such
Acquisition had been consummated on the first day of such period and as if any
Indebtedness incurred or assumed in connection with such Acquisition were
outstanding throughout such period, using such reasonable estimates and pro
forma adjustments effected in accordance with generally accepted accounting principles
as the Borrower shall propose and the Administrative Agent or Required Lenders
shall approve and (ii) all calculations made with respect to any period
during which a Disposition is consummated shall be calculated on a pro forma
basis as if any such Disposition had been consummated on the first day of such
period and as if any prepayments actually made in connection therewith had
occurred on the first day of such period using such reasonable estimates and
pro forma adjustments effected in accordance with generally accepted accounting
principles as the Borrower shall propose and the Administrative Agent shall
approve; provided that if the Borrower proposes any such adjustments
referred to in the foregoing clause (i) resulting from pro forma
expense savings with respect to EBITDA or Broadcast Cash Flow as a result of an
Acquisition (x) if the Administrative Agent or Required Lenders do not
object to such proposal within 30 days after their receipt thereof, such
proposal shall be deemed accepted and (y) if the Administrative Agent or
the Required Lenders do object to such proposal within 30 days after their
receipt thereof, EBITDA or Broadcast Cash Flow, as the case may be, for the
relevant period shall be deemed for purposes hereof to be equal to the sum of
EBITDA or Broadcast Cash Flow, as the case may be, for the Borrower and its
Subsidiaries for such period plus the corresponding accounting
items for the Person or assets that are the subject of such Acquisition.  Notwithstanding the foregoing, if, prior to
giving effect to any proposed pro forma adjustments arising from pro forma
expense savings, a Default would occur as a result of an Acquisition, such
adjustment shall require approval of the Required Lenders prior to the
consummation of such Acquisition.


 


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ARTICLE II


 


THE
CREDITS


 


SECTION 2.01       The Credits.


 


(a)           Revolving Loans.  Subject to the terms and conditions set forth
herein, each Revolving Lender agrees to make Revolving Loans to the Borrower
from time to time during the Revolving Availability Period for such Lender in
an aggregate principal amount that will not result in (i) such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment or
(ii) the total Revolving Exposures exceeding the total Revolving
Commitments.  Within the foregoing limits
and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Revolving Loans.


 


(b)           Term Loans.


 


(i)            Subject
to the terms and conditions set forth herein, each Tranche B Term Loan
Lender agrees to make a single Tranche B Term Loan to the Borrower, on the
Fourth Restatement Effective Date, in a principal amount equal to such
Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (provided
that the amount to be funded by each such Tranche B Term Loan Lender in
respect of such Tranche B Term Loan hereunder shall be equal to 98% of
such principal amount).  Amounts prepaid
in respect of Tranche B Term Loans may not be reborrowed.


 


(ii)           Subject
to the terms and conditions set forth herein (including Section 5.02), the
Tranche B-1 Term Loan Lender agrees to make a single Tranche B-1 Term
Loan to the Borrower, on the Fourth Restatement Effective Date, in a principal
amount equal to such Tranche B-1 Term Loan Lender’s Tranche B-1 Term
Loan Commitment.  Amounts prepaid in
respect of Tranche B-1 Term Loans may not be reborrowed.


 


(c)           Incremental Loans.  The Borrower may at any time or from time to
time after the Fourth Restatement Effective Date, by written notice to the
Administrative Agent as provided below, request the establishment of one or
more additional tranches of term loans hereunder (the “Incremental Loans”);
provided that (i) the aggregate amount of Incremental Loans shall
not exceed $100,000,000; (ii) both at the time of any such request and
upon the effectiveness of any Incremental Loan Amendment with respect to an
Incremental Loan, (A) no Default shall exist and (B) the First Lien
Indebtedness Ratio (determined on a pro forma basis as of the relevant
determination date as if such Incremental Loans had been outstanding on the
most recent period of four consecutive fiscal quarters) shall not be greater
than 3.00 to 1.00; (iii) each Person which the Borrower shall request to
make an Incremental Loan shall be subject to the prior consent of the
Administrative Agent (such consent not to be unreasonably withheld);
(v) each tranche of Incremental Loans shall be in an aggregate principal
amount that is not less than $10,000,000 (or such lesser amount that represents
all of the remaining availability under the limit set forth in clause (i) above);
(vi) the Incremental Loan Maturity Date of the Incremental Loans of any Series shall
not be earlier than the Tranche B Term Loan Maturity Date (except that the
scheduled final maturity of such Incremental Loans may be accelerated pursuant
to Section 2.08(b)), and the Average Life to Maturity of the Incremental
Loans shall be greater than the Average Life to Maturity of the Tranche B
Term Loans (except that Incremental Loans shall be entitled to participate, to
the extent provided in Section 2.09(b), in mandatory prepayments); (viii) the
proceeds of Incremental Loans shall be used solely for the 


 


42

















 


purposes permitted under Section 6.08(c);
and (ix) the aggregate outstanding principal balance of all Term Loans
(including any Incremental Loans borrowed after the First Amendment Effective
Date) shall not exceed $370,000,000. 
Such notice shall specify (w) the amount of such Incremental Loans
and the Person or Persons to provide such Incremental Loans, (x) the
date on which such Incremental Loans shall be made, (y) the
Incremental Loan Maturity Date and the Incremental Loan Principal Payment Dates
(if any) for such Incremental Loans and (z) the Applicable Margin that
will apply to such Incremental Loans and (if applicable) the rate of the
commitment fee, if any, payable by the Borrower in respect of the commitment to
make such Incremental Loans, together with such other information reasonably
requested by the Administrative Agent in connection therewith.  Amounts prepaid in respect of Incremental
Loans may not be reborrowed. 
Notwithstanding anything herein to the contrary, no Lender shall be
obligated to provide any Incremental Loans.


 


Any Person or Persons shall become an
Incremental Lender hereunder upon execution and delivery to the Administrative
Agent of an Incremental Loan Amendment (in form reasonable satisfactory to the
Administrative Agent) by such Person or Persons, the Borrower and the
Administrative Agent; provided that the effectiveness of such
Incremental Loan Amendment shall be subject to the satisfaction of each of the
conditions set forth in this Section and Sections 5.02 and 5.03 (it being
understood that all references to “date of such Borrowing” or similar language
in Section 5.02 shall be deemed to refer to the effective date of such
Incremental Loan Amendment) and such other conditions as the parties to such
Incremental Loan Amendment shall agree. 
The Incremental Loans made pursuant to the same Incremental Loan
Amendment shall be deemed to be a separate series (each a “Series”) of
Incremental Loans for all purposes of this Agreement.


 


(d)           Swing Line Loans.  Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make Swing Line Loans to the Borrower
from time to time during the Revolving Availability Period in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swing Line Loans exceeding
$10,000,000 or (ii) the total Revolving Exposures exceeding the total
Revolving Commitments; provided that the Swing Line Lender shall not be
required to make a Swing Line Loan to refinance an outstanding Swing Line Loan.  Each Swing Line Loan shall be an ABR
Loan.  Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Swing Line Loans.


 


To request a Swing Line Loan, the Borrower
shall notify the Administrative Agent of such request by telephone (confirmed
by telecopy), not later than 12:00 noon, New York City time, on the day of a
proposed Swing Line Loan.  Each such
notice shall be irrevocable and shall specify the requested date (which shall be
a Business Day) and amount of the requested Swing Line Loan.  The Administrative Agent will promptly advise
the Swing Line Lender of any such notice received from the Borrower.  The Swing Line Lender shall make each Swing
Line Loan available to the Borrower by means of a credit to the general deposit
account of the Borrower with the Swing Line Lender (or, in the case of a Swing
Line Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.04(f), by remittance to the Issuing Lender) by 3:00 p.m.,
New York City time, on the requested date of such Swing Line Loan.


 


The Swing Line Lender may by written notice
given to the Administrative Agent not later than 10:00 a.m., New York City
time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swing Line Loans
outstanding.  Such notice to the
Administrative Agent shall specify the aggregate amount of Swing Line Loans in
which Revolving Lenders will participate. 
Promptly upon receipt of such notice, the Administrative 


 


43

















 


Agent will give notice thereof to each
Revolving Lender, specifying in such notice such Revolving Lender’s Applicable
Percentage of such Swing Line Loan or Loans. 
Each Revolving Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above in this paragraph, to pay to the
Administrative Agent, for account of the Swing Line Lender, such Revolving
Lender’s Applicable Percentage of such Swing Line Loan or Loans.  Each Revolving Lender acknowledges and agrees
that its obligation to acquire participations in Swing Line Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever.  Each Revolving Lender shall
comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.05 with
respect to Loans made by such Revolving Lender (and Section 2.07 shall
apply, mutatis  mutandis, to the payment obligations of the
Revolving Lenders), and the Administrative Agent shall promptly pay to the
Swing Line Lender the amounts so received by it from the Revolving
Lenders.  The Administrative Agent shall
notify the Borrower of any participations in any Swing Line Loan acquired
pursuant to this paragraph, and thereafter payments in respect of such Swing
Line Loan shall be made to the Administrative Agent and not to the Swing Line
Lender.  Any amounts received by the Swing
Line Lender from the Borrower (or other party on behalf of the Borrower) in
respect of a Swing Line Loan after receipt by the Swing Line Lender of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving Lenders
that shall have made their payments pursuant to this paragraph and to the Swing
Line Lender, as their interests may appear. 
The purchase of participations in a Swing Line Loan pursuant to this
paragraph shall not relieve the Borrower of any default in the payment thereof.


 


SECTION 2.02               Loans and Borrowings.


 


(a)           Obligations of Lenders.  Each Loan shall be made as part of a
Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective Commitments of the
applicable Class.  The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that the Commitments of
the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required.


 


(b)           Type of Loans.  Subject to Section 2.12, each Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower
may request in accordance herewith.  Each
Lender at its option may make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)           Minimum Amounts; Limitation on
Number of Borrowings.  At the
commencement of each Interest Period for any Eurodollar Borrowing, such
Borrowing shall be in an aggregate amount of $1,000,000 or a larger multiple of
$100,000.  At the time that each ABR
Borrowing (including each Swing Line Borrowing) is made, such Borrowing shall
be in an aggregate amount equal to $1,000,000 or a larger multiple of $100,000;
provided that an ABR Borrowing (including a Swing Line Borrowing) may be
in an aggregate amount that is equal to the entire unused balance of the total
Commitments of the applicable Class or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(f).  Borrowings of more than 


 


44

















 


one Type and Class may
be outstanding at the same time; provided that there shall not at any
time be more than a total of ten Eurodollar Borrowings outstanding.


 


SECTION 2.03               Requests for Borrowings.  To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a Eurodollar Borrowing, not later than 12:00 noon,
New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing (other than a Swing Line
Borrowing), not later than 12:00 noon, New York City time, one Business
Day before the date of the proposed Borrowing (except that with respect to the
Tranche B Term Loans, Tranche B-1 Term Loans and (if any) Revolving
Loans requested to be made on the Fourth Restatement Effective Date, the
Borrower may make such request for such Loans not later than 12:00 noon,
New York City time, on such date).  Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly (but in no event later than the day on which such telephonic request
was made) by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower.  Each such telephonic and
written Borrowing Request shall specify the following information in compliance
with Section 2.02:


 


(i)            whether
the requested Borrowing is to be a Revolving Borrowing or Term Borrowing;


 


(ii)           the
aggregate amount of the requested Borrowing;


 


(iii)          the
date of such Borrowing, which shall be a Business Day;


 


(iv)          whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


 


(v)           in
the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of
the term “Interest Period”; and


 


(vi)          the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.05.


 


If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing (other than a
Swing Line Borrowing).  If no Interest Period
is specified with respect to any requested Eurodollar Borrowing, then the
Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of
a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04               Letters of Credit.


 


(a)           General.  Subject to the terms and conditions set forth
herein, in addition to the Loans provided for in Section 2.01, the
Borrower may request the Issuing Lender to issue, at any time and from time to
time during the Revolving Availability Period, Letters of Credit for its own
account in such form as is acceptable to the Issuing Lender in its reasonable
determination.  Letters of Credit issued
hereunder shall constitute utilization of the Revolving Commitments.  The letters of credit issued by JPMCB and
outstanding under the Existing Credit Agreement on the Fourth 


 


45

















 


Restatement Effective Date
as described on Schedule 2.04(a) (the “Existing Letters of
Credit”) shall be deemed to be “Letters of Credit” for all purposes of this
Agreement and the other Loan Documents (and, for avoidance of doubt, the
interests and participations therein of all the Revolving Lenders in the
Existing Letters of Credit as of the Fourth Restatement Effective Date shall be
deemed re-allocated ratably in proportion to their respective Revolving Commitments
as of such date).


 


(b)           Notice of Issuance, Amendment,
Renewal or Extension.  To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Lender) to the Issuing Lender and the Administrative
Agent (reasonably in advance of the requested date of issuance, amendment,
renewal or extension) a notice requesting the issuance of a Letter of Credit,
or identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall
be a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (d) of this Section), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit.  If requested by the
Issuing Lender, the Borrower also shall submit a letter of credit application
on the Issuing Lender’s standard form in connection with any request for a
Letter of Credit.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Lender relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.


 


(c)           Limitations on Amounts.  A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit the Borrower shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension
(i) the aggregate LC Exposure of the Issuing Lender (determined for
these purposes without giving effect to the participations therein of the Revolving
Lenders pursuant to paragraph (e) of this Section) shall not exceed
$10,000,000 and (ii) the total Revolving Exposures shall not exceed the
total Revolving Commitments. 
Notwithstanding any provision in this Agreement to the contrary, at no
time prior to the Original Revolving Maturity Date shall the sum of the total
LC Exposure with respect to Letters of Credit that expire after the fifth
Business Day prior to the Original Revolving Maturity Date plus (without
duplication) the total Revolving Exposure of the Extending Revolving Lenders
exceed the total Revolving Commitments of the Extending Revolving Lenders.


 


(d)           Expiration Date.  Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date twelve
months after the date of issuance of such Letter of Credit (or, in the case of
any renewal or extension thereof, twelve months after the then-current
expiration date of such Letter of Credit, so long as such renewal or extension
occurs within three months of such then-current expiration date) and (ii) the
date that is five Business Days prior to the Original Revolving Maturity Date, provided
that, notwithstanding clause (i) above (but subject to clause (ii) above),
a Letter of Credit may have an expiration date of longer than twelve months if
it shall be requested by the Borrower to support an obligation having a
corresponding term (provided that the Issuing Lender may require that
such Letter of Credit include customary early termination rights (which shall
in any event permit the respective beneficiary thereof to draw the full amount
of such Letter of Credit upon receipt of notice of termination from the Issuing
Lender)); provided  further that (A) a Letter of Credit may
provide that it expires after the date specified in sub-clause (ii) above
if 


 


46

















 


(x) the date of
issuance of such Letter of Credit is following the Original Revolving Maturity
Date or (y) on such date of issuance, the sum of (1) the face amount
of such Letter of Credit plus (2) the aggregate undrawn amount of
all other outstanding Letters of Credit with expiration dates after the fifth
Business Day prior to the Original Revolving Maturity Date plus (3) (without
duplication) the total Revolving Exposure of the Extending Revolving Lenders,
shall not exceed the total Revolving Commitments of the Extending Revolving
Lenders and (B) no such Letter of Credit shall expire later than fifth
Business Days prior to the Extended Revolving Maturity Date.


 


(e)           Participations.  By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) by the Issuing
Lender, and without any further action on the part of the Issuing Lender or the
Revolving Lenders, the Issuing Lender hereby grants to each Revolving Lender,
and each Revolving Lender hereby acquires from the Issuing Lender, a
participation in such Letter of Credit equal to such Revolving Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit.  Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit on the terms provided
herein or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.


 


In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees
to pay to the Administrative Agent, for the account of the Issuing Lender, such
Revolving Lender’s Applicable Percentage of each LC Disbursement made by the
Issuing Lender promptly upon the request of the Issuing Lender at any time from
the time of such LC Disbursement until such LC Disbursement is reimbursed by
the Borrower or at any time after any reimbursement payment is required to be
refunded to the Borrower for any reason.  
Each such payment shall be made in the same manner as provided in Section 2.08
with respect to Loans made by such Revolving Lender (and Section 2.08
shall apply, mutatis  mutandis, to the payment obligations of the
Revolving Lenders), and the Administrative Agent shall promptly pay to the
Issuing Lender the amounts so received by it from the Revolving Lenders.  Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to
paragraph (f) of this Section, the Administrative Agent shall
distribute such payment to the Issuing Lender or, to the extent that the
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Lender, then to such Revolving Lenders and the Issuing Lender as their
interests may appear.  Any payment made
by a Revolving Lender pursuant to this paragraph to reimburse the Issuing
Lender for any LC Disbursement shall not constitute a Loan and shall not
relieve the Borrower of its obligation to reimburse such LC Disbursement.


 


Notwithstanding anything contained herein or
in any other Loan Document to the contrary, unless the Revolving Commitments
shall be terminated pursuant to Article VIII, on the fifth Business Day
prior to the Original Revolving Maturity Date, the interests and participations
of the Non-Extending Revolving Lenders in the Letters of Credit (if any)
outstanding as at such day shall automatically terminate at the close of business
on such date and (i) from and after such fifth day, the Non-Extending
Revolving Lenders shall have no liability arising from, relating to, in
connection with or otherwise in respect of, such interests and participations
or any Letters of Credit, and (ii) such interests and participations in
outstanding Letters of Credit shall thereupon automatically and without further
action be re-allocated to the extent necessary such that the interests and
participations in such 


 


47

















 


Letters of Credit shall be held by the
Extending Revolving Lenders ratably in proportion to their respective Extended
Revolving Commitments.


 


(f)            Reimbursement.  If the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the
Issuing Lender in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
1:00 p.m., New York City time, on (i) the Business Day that the
Borrower receives notice of such LC Disbursement, if such notice is received
prior to 10:00 a.m., New York City time, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time, provided that, if such LC
Disbursement is not less than $1,000,000, the Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.03
that such payment be financed with an ABR Revolving Borrowing or a Swing Line
Loan in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing or Swing Line Loan.


 


If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender’s Applicable Percentage thereof.


 


(g)           Obligations Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (f) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability
of any Letter of Credit, or any term or provision therein, (ii) any draft
or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Lender under a
Letter of Credit against presentation of a draft or other document that does
not comply strictly with the terms of such Letter of Credit, and (iv) any
other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of the Borrower’s obligations hereunder.


 


Neither the Administrative Agent, the
Revolving Lenders nor the Issuing Lender, nor any of their Related Parties,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit by the Issuing Lender or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
the Issuing Lender; provided that the foregoing shall not be construed
to excuse the Issuing Lender from liability to the Borrower to the extent of
any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Borrower to the extent permitted by applicable
law) suffered by the Borrower that are caused by the Issuing Lender’s gross
negligence or willful misconduct when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly
agree that:


 


(i)            the
Issuing Lender may accept documents that appear on their face to be in
substantial compliance with the terms of a Letter of Credit without
responsibility for 


 


48

















 


further investigation, regardless of any notice or
information to the contrary, and may make payment upon presentation of
documents that appear on their face to be in substantial compliance with the
terms of such Letter of Credit;


 


(ii)           the
Issuing Lender shall have the right, in its sole discretion, to decline to
accept such documents and to make such payment if such documents are not in
strict compliance with the terms of such Letter of Credit; and


 


(iii)          this
sentence shall establish the standard of care to be exercised by the Issuing
Lender when determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof (and the parties hereto hereby
waive, to the extent permitted by applicable law, any standard of care
inconsistent with the foregoing).


 


(h)           Disbursement Procedures.  The Issuing Lender shall, within a reasonable
time following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit.  The Issuing Lender shall promptly after such
examination notify the Administrative Agent and the Borrower by telephone
(confirmed by telecopy) of such demand for payment and whether the Issuing
Lender has made or will make an LC Disbursement thereunder; provided
that any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Lender and the Revolving
Lenders with respect to any such LC Disbursement.


 


(i)            Interim Interest.  If the Issuing Lender shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (f) of this Section, then Section 2.11(c) shall
apply.  Interest accrued pursuant to this
paragraph shall be for the account of the Issuing Lender, except that interest
accrued on and after the date of payment by any Revolving Lender pursuant to
paragraph (f) of this Section to reimburse the Issuing Lender
shall be for the account of such Revolving Lender to the extent of such
payment.


 


(j)            Replacement of the Issuing Lender.  The Issuing Lender may be replaced at any
time by written agreement among the Borrower, the Administrative Agent, the
replaced Issuing Lender and the successor Issuing Lender.  The Administrative Agent shall notify the
Revolving Lenders of any such replacement of the Issuing Lender.  At the time any such replacement shall become
effective, the Borrower shall pay all unpaid fees accrued for the account of
the replaced Issuing Lender pursuant to Section 2.10(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Lender shall have all the rights
and obligations of the replaced Issuing Lender under this Agreement with respect
to Letters of Credit to be issued thereafter and (ii) references herein to
the term “Issuing Lender” shall be deemed to refer to such successor or to any
previous Issuing Lender, or to such successor and all previous Issuing Lenders,
as the context shall require.  After the
replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Lender under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue
additional Letters of Credit.


 


49

















 


(k)           Cash Collateralization.  If an Event of Default shall occur and be
continuing and the Borrower receives notice from the Administrative Agent or
the Required Revolving Lenders (or, if the maturity of the Loans has been
accelerated, Required Revolving Lenders with LC Exposure representing more than
50% of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall immediately deposit into a Collateral
Account an amount in cash equal to 105% of the LC Exposure as of such date
plus any accrued and unpaid interest thereon and any accrued and
unpaid fees under Section 2.10(b); provided that the obligation to
deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (g) or (h) of
Article VIII.  Such deposit shall be
held by the Administrative Agent in such Collateral Account as collateral in
the first instance for the LC Exposure under this Agreement and thereafter
for the payment of the “Secured Obligations” under and as defined in the
Security Agreement, and for these purposes the Borrower hereby grants a
security interest to the Administrative Agent for the benefit of the Lenders in
such Collateral Account and in any financial assets (as defined in the Uniform
Commercial Code) or other property held therein.


 


(l)            Deliveries.  Promptly following the end of each calendar
quarter, the Issuing Lender shall deliver (through the Administrative Agent) to
each Revolving Lender and the Borrower a notice describing the aggregate amount
of all Letters of Credit outstanding at the end of such quarter.  Upon the request of any Revolving Lender from
time to time, the Issuing Lender shall deliver any other information reasonably
requested by such Revolving Lender with respect to each Letter of Credit then
outstanding.


 


SECTION 2.05               Funding of Borrowings.


 


(a)           Funding by Lenders.  Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 1:00 p.m., New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders, provided that Swing Line Loans shall be made as provided
in Section 2.01(d).  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided that ABR
Revolving Borrowings made to finance the reimbursement of an LC Disbursement as
provided in Section 2.04(f) shall be remitted by the Administrative
Agent to the Issuing Lender.


 


(b)           Presumption by the Administrative
Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of
any Borrowing that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may
assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount.  In such event, if a Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment
to the Administrative Agent, at (i) in the case of such Lender, the
Federal Funds Effective Rate or (ii) in the case of the Borrower,


 


50
















 


the interest rate
applicable to ABR Loans.  If such Lender
pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing.


 


SECTION 2.06               Interest Elections.


 


(a)           Elections by the Borrower for Borrowing.  Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar
Borrowing, shall have an initial Interest Period as specified in such Borrowing
Request.  Thereafter, the Borrower may elect
to convert such Borrowing to a different Type or to continue such Borrowing
and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section. 
The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.  This Section shall
not apply to Swing Line Borrowings, which may not be converted or continued.


 


(b)           Notice of Elections.  To make an election pursuant to this Section,
the Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section 2.03
if the Borrower were requesting a Borrowing of the Type resulting from such
election to be made on the effective date of such election.  Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Interest Election Request
in a form approved by the Administrative Agent and signed by the Borrower.


 


(c)           Information in Interest Election
Requests.  Each telephonic and
written Interest Election Request shall specify the following information in
compliance with Section 2.02:


 


(i)            the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) of
this paragraph shall be specified for each resulting Borrowing);


 


(ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;


 


(iii)          whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and


 


(iv)          if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a
period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the
Borrower shall be deemed to have selected an Interest Period of one month’s
duration.


 


51

















 


(d)           Notice by the Administrative Agent
to Lenders.  Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise
each Lender of the details thereof and of such Lender’s portion of each
resulting Borrowing.


 


(e)           Failure to Elect; Events of
Default.  If the Borrower fails to
deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing (other than a
Swing Line Borrowing).  Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required
Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued
as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing (other than a Swing Line Borrowing)
at the end of the Interest Period applicable thereto.


 


(f)            Limitations on Lengths of
Interest Periods.  Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert to or continue as a Eurodollar Borrowing:  (i) any Revolving Borrowing if the
Interest Period requested with respect thereto would begin before and end after
the Original Revolving Maturity Date or begin before and end after the Extended
Revolving Maturity Date; (ii) any Term Borrowing if the Interest Period
requested with respect thereto would end after the Term Loan Maturity Date
therefor; (iii) any Tranche B Term Loan if the Interest Period
therefor would commence before and end after any Tranche B Term Loan
Principal Payment Date unless, after giving effect thereto, the aggregate
principal amount of the Tranche B Term Loans having Interest Periods that
end after such Tranche B Term Loan Principal Payment Date shall be equal
to or less than the aggregate principal amount of the Tranche B Term Loans
permitted to be outstanding after giving effect to the payments of principal
required to be made on such Tranche B Term Loan Principal Payment Date;
(iv) any Incremental Borrowing of any Series if the Interest Period
requested with respect thereto would end after the Incremental Loan Maturity
Date for such Series; or (v) any Incremental Loan of any Series if
the Interest Period therefor would commence before and end after any
Incremental Loan Principal Payment Date for such Series unless, after
giving effect thereto, the aggregate principal amount of the Incremental Loans
of such Series having Interest Periods that end after such Incremental
Loan Principal Payment Date shall be equal to or less than the aggregate
principal amount of the Incremental Loans of such Series permitted to be
outstanding after giving effect to the payments of principal required to be
made on such Incremental Loan Principal Payment Date.


 


SECTION 2.07               Termination and Reduction of
the Commitments.


 


(a)           Scheduled Termination.  Unless previously terminated, (i) the
Tranche B Term Loan Commitments and the Tranche B-1 Term Loan Commitments shall
terminate at 5:00 p.m., New York City time, on the Fourth Restatement
Effective Date, (ii) the Revolving Commitment of each Non-Extending
Revolving Lender shall terminate on the Original Revolving Maturity Date and
(iii) the Revolving Commitment of each Extending Revolving Lender shall
terminate on the Extended Revolving Maturity Date.


 


(b)           Test Date Reductions.  Notwithstanding anything to the contrary in
this Agreement, if on any date (the “Test Date”) the maturity date for
any of the then outstanding Other Debt shall fall within six months of the Test
Date, then all Commitments shall automatically reduce to zero on the Test Date.


 


52

















 


(c)           Voluntary Termination or Reduction.  The Borrower may at any time terminate, or
from time to time reduce, the Commitments of any Class; provided that
(i) each reduction of the Commitments of any Class pursuant to this Section shall
be in an amount that is $5,000,000 or a larger multiple of $1,000,000 and
(ii) the Borrower shall not terminate or reduce the Revolving Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.09, the total Revolving Exposures would exceed the total
Revolving Commitments.  The Borrower
shall notify the Administrative Agent of any election to terminate or reduce
the Commitments of any Class under this paragraph (c) at least
two Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Borrower
pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Revolving Commitments delivered by the Borrower
may state that such notice is conditioned upon the effectiveness of other
credit facilities, in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date)
if such condition is not satisfied.


 


(d)           Effect of Termination or Reduction.  Any termination or reduction of the
Commitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shall
be made ratably among the Lenders in accordance with their respective
Commitments of such Class.


 


SECTION 2.08       Repayment of Loans; Evidence of Debt.


 


(a)           Repayment.  The Borrower hereby unconditionally promises
to pay the Loans as follows:


 


(i)            to
the Administrative Agent (A) for the account of each Non-Extending
Revolving Lender the outstanding principal amount of each Revolving Loan of
such Non-Extending Revolving Lender on the Original Revolving Maturity Date and
(B) for the account of each Extending Revolving Lender the outstanding
principal amount of each Revolving Loan of such Extending Revolving Lender on
the Extended Revolving Maturity Date;


 


(ii)           to
the Administrative Agent for the account of each Tranche B Term Loan
Lender the outstanding principal amount of the Tranche B Term Loan of such
Lender on each Tranche B Term Loan Principal Payment Date set forth below
in an aggregate principal amount equal to the percentage of the aggregate
original principal amount of the Tranche B Term Loans outstanding as of
the Fourth Restatement Effective Date set forth opposite such Tranche B
Term Loan Principal Payment Date (subject to adjustment pursuant to
paragraph (b) of this Section):


 


	
  Tranche B Term Loan Principal

  Payment Date

  Falling on or Nearest to:

  	
   

  	
  Amounts (%):

  	
   

  
	
  March 31, 2011

  	
   

  	
  0.25

  	
   

  
	
  June 30, 2011

  	
   

  	
  0.25

  	
   

  
	
  September 30, 2011

  	
   

  	
  0.25

  	
   

  
	
  December 31, 2011

  	
   

  	
  0.25

  	
   

  
	
  March 31, 2012

  	
   

  	
  0.25

  	
   

  



 


53

















 


	
  Tranche B Term Loan Principal

  Payment Date

  Falling on or Nearest to:

  	
   

  	
  Amounts (%):

  	
   

  
	
  June 30, 2012

  	
   

  	
  0.25

  	
   

  
	
  September 30, 2012

  	
   

  	
  0.25

  	
   

  
	
  December 31, 2012

  	
   

  	
  0.25

  	
   

  
	
  March 31, 2013

  	
   

  	
  0.25

  	
   

  
	
  June 30, 2013

  	
   

  	
  0.25

  	
   

  
	
  September 30, 2013

  	
   

  	
  0.25

  	
   

  
	
  December 31, 2013

  	
   

  	
  0.25

  	
   

  
	
  March 31, 2014

  	
   

  	
  0.25

  	
   

  
	
  June 30, 2014

  	
   

  	
  0.25

  	
   

  
	
  September 30, 2014

  	
   

  	
  0.25

  	
   

  
	
  December 31, 2014

  	
   

  	
  0.25

  	
   

  
	
  March 31, 2015

  	
   

  	
  0.25

  	
   

  
	
  June 30, 2015

  	
   

  	
  0.25

  	
   

  
	
  September 30, 2015

  	
   

  	
  0.25

  	
   

  
	
  Tranche B Term Loan Maturity Date

  	
   

  	
  95.25

  	
   

  



 


(iii)          to
the Administrative Agent for the account of the Tranche B-1 Term Loan
Lender the outstanding principal amount of the Tranche B-1 Term Loan on
the Tranche B-1 Term Loan Maturity Date;


 


(iv)          to
the Administrative Agent for the account of each Incremental Lender of any
Series, the outstanding principal amount of each Incremental Loan of such
Lender on the Incremental Loan Principal Payment Dates for such Series and
in such amounts as shall be agreed upon pursuant to Section 2.01(c) pursuant
to the related Incremental Loan Amendment for such Series (subject to
adjustment pursuant to paragraph (b) of this Section); and


 


(v)           to
the Swing Line Lender the then outstanding principal amount of each Swing Line
Loan on the earlier of the Extended Revolving Maturity Date and the first date
after such Swing Line Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swing Line Loan is made, provided
that (A) on each date a Revolving Borrowing is made, the Borrower shall
repay all Swing Line Loans then outstanding and (B) the Borrower shall
repay all Swing Line Loans outstanding on the Original Revolving Maturity Date.


 


(b)           Adjustment of Amortization
Schedule.  (i)  Notwithstanding
anything to the contrary in this Agreement, if on any date (the “Test Date”)
(x) the maturity date for any of the then outstanding Other Debt shall
fall within six months of the Test Date or (y) any amounts under the
Holding Company Convertible Debentures in excess of an amount equal to 10% of
the outstanding principal amount of the Holding Company Convertible Debentures
as of the First Amendment Effective Date shall remain outstanding on the date
that is 90 days prior to the maturity thereof, then each Revolving Maturity
Date, each Term Loan Maturity Date and each Incremental Loan Maturity Date
shall automatically be accelerated to the Test Date and all of the Loans shall
thereupon be due and payable on the Test Date, together with all interest and
fees accrued thereon or in respect thereof and any amounts payable pursuant
hereto, including Sections 2.13, 2.14 and 2.15.


 


54

















 


(ii)           Prepayments
of Term Loans or Incremental Loans shall be applied in the order specified in Section 2.09(a) or
Section 2.09(b)(iii), as applicable. 
To the extent not previously paid, all Term Loans shall be due and
payable on the Term Loan Maturity Date for such Term Loans.  To the extent not previously paid, all
Incremental Loans of any Series shall be due and payable on the
Incremental Loan Maturity Date for such Series.


 


(c)           Manner of Payment.  Prior to any repayment or prepayment of any
Borrowings of either Class hereunder (other than the Tranche B-1 Term
Loans), the Borrower shall select the Borrowing or Borrowings of the applicable
Class to be paid and shall notify the Administrative Agent (and, in the
case of repayment or prepayment of a Swing Line Loan, the Swing Line Lender) by
telephone (confirmed by telecopy) of such selection not later than
10:00 a.m., New York City time, three Business Days before the scheduled
date of such repayment; provided that each repayment of Borrowings of
either Class shall be applied to repay any outstanding ABR Borrowings of
such Class before any other Borrowings of such Class.  If the Borrower fails to make a timely
selection of the Borrowing or Borrowings to be repaid or prepaid, such payment
shall be applied, first, to pay any outstanding ABR Borrowings of the
applicable Class and, second, to other Borrowings of such Class in
the order of the remaining duration of their respective Interest Periods (the
Borrowing with the shortest remaining Interest Period to be repaid first).


 


(d)           Maintenance of Loan Accounts by
Lenders.  Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.


 


(e)           Maintenance of Loan Accounts by
the Administrative Agent.  The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received
by the Administrative Agent hereunder for the account of the Lenders and each
Lender’s share thereof.


 


(f)            Effect of Loan Accounts.  The entries made in the accounts maintained
pursuant to paragraph (d) or (e) of this Section shall
be prima  facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.


 


(g)           Promissory Notes.  Any Lender may request that Loans of any Class made
by it be evidenced by a promissory note. 
In such event, the Borrower shall prepare, execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested
by such Lender, to such Lender and its registered assigns) and in a form
approved by the Administrative Agent. 
Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 10.04)
be represented by one or more promissory notes in such form payable to the
order of the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).


 


55

















 


SECTION 2.09       Prepayment of Loans.


 


(a)           Optional Prepayments.  The Borrower shall have the right at any time
and from time to time to prepay any Borrowing in whole or in part, subject to
the requirements of this Section.  Any
prepayment of the Tranche B Term Loans and/or the Incremental Loans pursuant to
this paragraph shall be applied ratably to the then outstanding Tranche B Term
Loans and Incremental Loans and, in each case, ratably to the respective
remaining installments thereof.  Any
partial prepayment shall be in an amount that is $1,000,000 or a larger
multiple of $100,000.  Notwithstanding
anything herein to the contrary, the Borrower shall have the right at any time
and from time to time to prepay the Tranche B-1 Term Loans, subject to the
requirements of this Section.


 


(b)           Mandatory Prepayments in Respect
of Asset Sales and Recovery Events. The Borrower will prepay the Loans
and/or reduce the Revolving Commitments, as follows:


 


(i)            Assets
Sales and Recovery Events.  If the
Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any
Prepayment Asset Sale or Recovery Event which, taken together with the Net Cash
Proceeds for all prior such Prepayment Events from and after the Fourth
Restatement Effective Date as to which a prepayment has not yet been made under
this paragraph, shall exceed $5,000,000 in the aggregate (such excess amount,
the “Excess Disposition Proceeds”), then (unless a Reinvestment Notice
shall have been delivered in respect such Prepayment Asset Sale or Recovery
Event, subject to the proviso below) an amount equal to the Relevant Percentage
of such Excess Disposition Proceeds shall be applied on each Relevant
Application Date toward the prepayment of the Loans and/or the reduction of the
Revolving Commitments as set forth in paragraph (b)(iii) of this
Section; provided that (i) not more than $75,000,000 in the
aggregate of Excess Disposition Proceeds may be subject to Reinvestment Notices
from and after the Fourth Restatement Effective Date and (ii) on each
Reinvestment Prepayment Date, an amount equal to the Relevant Percentage of the
Reinvestment Prepayment Amount with respect to such Prepayment Asset Sale or
Recovery Event, as the case may be, shall be so applied to the prepayment of
the Loans and/or the reduction of the Revolving Commitments as set forth in
paragraph (b)(iii) of this Section. 
If the Borrower shall have provided a Reinvestment Notice with respect
to the Net Cash Proceeds of any Prepayment Asset Sale or Recovery Event, the
Borrower shall promptly deposit and (except for the prepayment of Revolving
Loans, if any, required by the proviso below) thereafter maintain such Net Cash
Proceeds in a deposit account of the Borrower for which an account control
agreement shall be in effect with the relevant depositary bank and the Administrative
Agent pursuant to the Security Agreement pending the application of such
proceeds in accordance with such Reinvestment Notice (or as otherwise required
to be applied pursuant to this Section); provided that if on the date
such Reinvestment Notice is given to the Administrative Agent the total
Revolving Exposure shall exceed $10,000,000, the Borrower shall, within five
Business Days following such date, prepay Revolving Loans to the extent of such
excess (and, for avoidance of doubt, Revolving Commitments shall not be reduced
in connection with such prepayment).


 


(ii)           Certain
Debt Incurrence.  If the Borrower or
any of its Subsidiaries shall receive Net Cash Proceeds from any issuance or
incurrence of Indebtedness constituting a Prepayment Event, then an amount
equal to the Relevant Percentage of such Net Cash Proceeds shall be applied on
each Relevant Application Date toward the prepayment of the Loans and/or the
reduction of the Revolving Commitments as set forth in paragraph (b)(iii) of
this Section.


 


56

















 


(iii)          Application.  Each such prepayment pursuant to this
paragraph (b) shall be applied, first, ratably to the then
outstanding Tranche B Term Loans and Incremental Loans and, in each case, in the
inverse order of their respective maturities, and, second, to reduce
permanently the Revolving Commitments. 
Any such reduction of the Revolving Commitments shall be accompanied by
prepayment of the Revolving Loans and/or Swing Line Loans to the extent, if
any, that the total Revolving Exposure exceeds the total Revolving Commitments
as so reduced, provided that if the aggregate principal amount of
Revolving Loans and Swing Line Loans then outstanding is less than the amount
of such excess (because LC Exposure constitutes a portion thereof), the
Borrower shall, to the extent of the balance of such excess, replace
outstanding Letters of Credit and/or cash collateralize such LC Exposure with
respect thereto in accordance with Section 2.04(k).


 


(c)           Notices, Etc.  The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder
(i) in the case of prepayment of a Eurodollar Borrowing, not later than
10:00 a.m., New York City time, three Business Days before the date of
prepayment or (ii) in the case of prepayment of an ABR Borrowing, not
later than 10:00 a.m., New York City time, one Business Day before the
date of prepayment (except that, in the case of any prepayment of the Tranche
B-1 Term Loans, such notice may be given not later than 10:00 a.m., New
York City time, on the date of prepayment (or such later time as the
Administrative Agent shall agree)).  Each
such notice shall be irrevocable and shall specify the prepayment date, the
principal amount of each Borrowing or portion thereof to be prepaid and, in the
case of a mandatory prepayment, a reasonably detailed calculation of the amount
of such prepayment; provided that, if a notice of prepayment is given in
connection with a conditional notice of termination of the Revolving
Commitments as contemplated by Section 2.07, then such notice of
prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.07. 
Promptly following receipt of any such notice relating to a Borrowing,
the Administrative Agent shall advise the relevant Lenders of the contents
thereof.  Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of a
Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment.  Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.11 and shall be made in the
manner specified in Section 2.08(c).


 


(d)           Prepayment Premium.  In the
event that prior to the first anniversary of the First Amendment Effective
Date, all or any portion of the  Tranche
B Term Loans are (a) prepaid pursuant to this Section 2.09 from the
incurrence of Indebtedness under new credit facilities having a lower interest
rate or (b) repriced (or effectively refinanced) downward through any
amendment of this Agreement (collectively, “Refinanced Term Loans”), the
Borrower shall pay to Tranche B Term Lenders having such Refinanced Term Loans
a prepayment premium equal to 1.00% of the aggregate amount so repaid or
repriced (or effectively refinanced).


 


SECTION 2.10       Fees.


 


(a)           Commitment Fee.  The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the Applicable Revolving Commitment Fee Rate with respect
to such Revolving Lender (subject to paragraph (d) of this Section) on the
average daily unused amount of its Revolving Commitment during the period from
and including the Fourth Restatement Effective Date to but excluding the
earlier of the date such Revolving Commitment terminates and the Revolving
Maturity Date with respect to such 


 


57

















 


Revolving Commitment.  Accrued commitment fees shall be payable in
arrears on each Quarterly Date and the earlier of the date such Revolving
Commitment terminates and such Revolving Maturity Date, commencing on the first
such date to occur after the date hereof. 
All commitment fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).  For
purposes of computing commitment fees, the Revolving Commitment of a Lender
shall be deemed to be used to the extent of the outstanding Revolving Loans, LC
Exposure of such Lender and, with respect to the outstanding Swing Line Loans
(if any), the aggregate amount of participations therein that have been funded
by the Lenders in accordance with the last paragraph of Section 2.01(d).


 


(b)           Letter of Credit Fees.  The Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Lender a participation
fee with respect to its participations in Letters of Credit, which shall accrue
at a rate per annum equal to the Applicable Letter of Credit Fee Rate for such
Revolving Lender on the average daily amount of such Revolving Lender’s LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Fourth Restatement Effective Date to
but excluding the later of the date on which such Revolving Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any
LC Exposure, and (ii) to the Issuing Lender a fronting fee, which
shall accrue at the rate or rates per annum separately agreed upon between the
Borrower and the Issuing Lender on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Fourth Restatement
Effective Date to but excluding the later of the date of termination of all of the
Revolving Commitments and the date on which there ceases to be any
LC Exposure, as well as the Issuing Lender’s standard fees with respect to
the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. 
Participation fees and fronting fees accrued through and including each
Quarterly Date shall be payable on the third Business Day following such
Quarterly Date, commencing on the first such date to occur after the Fourth
Restatement Effective Date; provided that all such fees shall be payable
on the date on which the Revolving Commitments of the Non-Extending Revolving
Lenders or the Extending Revolving Lenders, as applicable, terminate and any
such fees accruing after the date on which such Revolving Commitments terminate
shall be payable on demand.  Any other
fees payable to the Issuing Lender pursuant to this paragraph shall be payable
within 10 days after demand.  All
participation fees and fronting fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).


 


(c)           Administrative Agent Fees.  The Borrower agrees to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.


 


(d)           Extending Revolving Lender Fees.  Prior to the Original Revolving Maturity
Date, to the extent the Applicable Revolving Commitment Fee Rate for commitment
fees payable for any period under paragraph (a) of this Section to
the Extending Revolving Lenders shall exceed the Applicable Revolving
Commitment Fee Rate for commitment fees payable for such period thereunder to
the Non-Extending Revolving Lenders, (i) for purposes of such paragraph
(a), the commitment fees payable for such period thereunder to all Revolving
Lenders shall be calculated and paid at the Applicable Revolving Commitment Fee
Rate applicable to the Non-Extending Revolving Lenders and (ii) the
Borrower agrees to pay to the Extending Revolving Lenders an extension fee in
consideration of the agreements of the Extending Revolving Lenders hereunder
for such period equal to (A) the difference between the commitment fees
that would have payable for such period to the 


 


58

















 


Extending Revolving
Lenders under such paragraph (a) had such fees been calculated at the
Applicable Revolving Commitment Fee Rate for the Extending Revolving Lenders
(without regard to clause (i) above) and (B) the commitment fees
payable to the Extending Revolving Lenders for such period under such
clause (i) (which extension fees shall payable at the same times as
the fees payable under such clause (i) and calculated on the same
basis).


 


(e)           Payment of Fees.  All fees payable hereunder shall be paid on
the dates due, in immediately available funds, to the Administrative Agent (or
to the Issuing Lender, in the case of fees payable to it) for distribution, in
the case of commitment fees and participation fees, to the Lenders entitled
thereto.  Fees paid shall not be
refundable under any circumstances.


 


SECTION 2.11               Interest.


 


(a)           ABR Loans.  The Loans comprising each ABR Borrowing
(including each Swing Line Loan) shall bear interest at a rate per annum equal
to the Alternate Base Rate plus the Applicable Margin.


 


(b)           Eurodollar Loans.  The Loans comprising each Eurodollar
Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin.


 


(c)           Default Interest.  Notwithstanding the foregoing, during any
period that a Post-Default Condition exists (whether or not the same is
thereafter cured), the Borrower hereby promises to pay to the Administrative
Agent for account of each Lender interest at the applicable Post-Default Rate
on any principal of any Loan made by such Lender (whether or not then due), on
any reimbursement obligation in respect of an LC Disbursement owing to
such Lender and on any other amount then due and payable by the Borrower
hereunder.


 


(d)           Payment of Interest.  Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and, in the case
of Revolving Loans, upon termination of the relevant Revolving Commitments,
respectively; provided that (i) interest accrued pursuant to
paragraph (c) of this Section shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the Revolving Maturity Date),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Borrowing prior to the end of the current Interest
Period therefor, accrued interest on such Borrowing shall be payable on the
effective date of such conversion.


 


(e)           Computation.  All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.


 


SECTION 2.12               Alternate Rate of Interest.  If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:


 


59

















 


(a)           the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period;
or


 


(b)           if such Borrowing is of a particular Class of Loans,
the Administrative Agent is advised by the Required Lenders of such Class that
the Adjusted LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower and the Lenders by telephone or telecopy as
promptly as practicable thereafter and, until the Administrative Agent notifies
the Borrower and the Lenders that the circumstances giving rise to such notice
no longer exist, (i) any Interest Election Request that requests the
conversion of any Borrowing to, or continuation of any Borrowing as, a
Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing (other than a Swing Line Borrowing).


 


SECTION 2.13               Increased Costs.


 


(a)           Increased Costs Generally.  If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate) or the Issuing Lender; or


 


(ii)           impose
on any Lender or the Issuing Lender or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;


 


and the result of any of the foregoing shall
be to increase the cost to such Lenders of making or maintaining any Eurodollar
Loan (or of maintaining its obligation to make any such Loan) or to increase
the cost to such Lender or the Issuing Lender of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender or the Issuing Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender or
the Issuing Lender, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Lender, as the case may be, for such
additional costs incurred or reduction suffered.


 


(b)           Capital Requirements.  If any Lender or the Issuing Lender
determines that any Change in Law regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender’s or the Issuing
Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s
holding company, if any, as a consequence of this Agreement or the Loans made
by, or participations in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the Issuing Lender, to a level below that which such Lender
or the Issuing Lender or such Lender’s or the Issuing Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such
Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or
the Issuing Lender’s holding company with respect to capital adequacy), then
from time to time the


 


60
















 


Borrower will pay to such
Lender or the Issuing Lender, as the case may be, such additional amount or
amounts as will compensate such Lender or the Issuing Lender or such Lender’s
or the Issuing Lender’s holding company for any such reduction suffered.


 


(c)           Certificates from Lenders.  A certificate of a Lender or the Issuing
Lender setting forth the amount or amounts necessary to compensate such Lender
or the Issuing Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be
delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender or the
Issuing Lender, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.


 


(d)           Delay in Requests.  Failure or delay on the part of any Lender or
the Issuing Lender to demand compensation pursuant to this Section shall
not constitute a waiver of such Lender’s or the Issuing Lender’s right to
demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or the Issuing Lender pursuant to this Section for
any increased costs or reductions incurred more than 45 days prior to the date
that such Lender or the Issuing Lender, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender’s or the Issuing Lender’s intention to claim compensation
therefor; provided, further, that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the 45-day
period referred to above shall be extended to include the period of retroactive
effect thereof.


 


SECTION 2.14               Break Funding Payments.  In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of
an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.09(c) and is revoked in accordance
herewith), or (d) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.17, then, in any such event, the
Borrower shall compensate each Lender for the loss, cost and expense attributable
to such event.  In the case of a
Eurodollar Loan, the loss to any Lender attributable to any such event shall be
deemed to include an amount determined by such Lender to be equal to the
excess, if any, of (i) the amount of interest that such Lender would pay
for a deposit equal to the principal amount of such Loan for the period from
the date of such payment, conversion, failure or assignment to the last day of
the then current Interest Period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would
have resulted from such borrowing, conversion or continuation) if the interest
rate payable on such deposit were equal to the Adjusted LIBO Rate for such
Interest Period, over (ii) the amount of interest that such Lender would
earn on such principal amount for such period if such Lender were to invest
such principal amount for such period at the interest rate that would be bid by
such Lender (or an Affiliate of such Lender) for dollar deposits from other
banks in the eurodollar market at the commencement of such period.  A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.


 


61

















 


SECTION 2.15               Taxes.


 


(a)           Payments Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Lender (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.


 


(b)           Payment of Other Taxes by the
Borrower.  In addition, the Borrower
shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.


 


(c)           Indemnification by the Borrower.  The Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Lender, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent, such Lender or the Issuing Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment
or liability delivered to the Borrower by a Lender or the Issuing Lender, or by
the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Lender, shall be conclusive absent manifest error.


 


(d)           Evidence of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


 


(e)           Foreign Lenders.  Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.


 


SECTION 2.16               Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.


 


(a)           Payments by the Obligors.  Each Obligor shall make each payment required
to be made by it hereunder (whether of principal, interest, fees or
reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15, or
otherwise) or under any other Loan Document (except to the extent otherwise
provided therein) prior to 1:00 p.m., New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments
shall be made to the Administrative Agent at its offices at 270 Park Avenue,
New 


 


62

















 


York, New York, except as
otherwise expressly provided in the relevant Loan Document, and except payments
to be made directly to the Issuing Lender or the Swing Line Lender as expressly
provided herein and except that payments pursuant to Sections 2.13, 2.14, 2.15
and 10.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension.  All payments hereunder or under any other
Loan Document (except to the extent otherwise provided therein) shall be made
in dollars.


 


(b)           Application of Insufficient
Payments.  If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay
interest and fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and fees then due to such
parties, and (ii) second, to pay principal and unreimbursed LC
Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.


 


(c)           Pro Rata Treatment.  Except to the extent otherwise provided
herein:  (i) each Borrowing of a
particular Class shall be made from the relevant Lenders, each payment of
commitment fee under Section 2.10 shall be made for account of the
relevant Lenders, and each termination or reduction of the amount of the
Commitments of a particular Class under Section 2.07 shall be applied
to the respective Commitments of such Class of the relevant Lenders, pro
rata according to the amounts of their respective Commitments of such Class;
(ii) each Borrowing of any Class shall be allocated pro rata among
the relevant Lenders according to the amounts of their respective Commitments
of such Class (in the case of the making of Loans) or their respective
Loans of such Class (in the case of conversions and continuations of
Loans); (iii) each payment or prepayment of principal of Revolving Loans,
Term Loans and Incremental Loans by the Borrower shall be made for account of
the relevant Lenders pro rata in accordance with the respective unpaid
principal amounts of the Loans of such Class held by them; and
(iv) each payment of interest on Revolving Loans, Term Loans and
Incremental Loans by the Borrower shall be made for account of the relevant
Lenders pro rata in accordance with the amounts of interest on such Loans then
due and payable to the respective Lenders.


 


(d)           Sharing of Payments by Lenders.  If any Lender shall, by exercising any right
of set-off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Loans or participations in LC
Disbursements or Swing Line Loans resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Loans and participations in
LC Disbursements and Swing Line Loans and accrued interest thereon then due
than the proportion received by any other Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations
in the Loans and participations in LC Disbursements and Swing Line Loans of
other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount
of principal of and accrued interest on their respective Loans and
participations in LC Disbursements and Swing Line Loans; provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be 


 


63

















 


construed to apply to any
payment made by any Obligor pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements or Swing Line Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply).  Each Obligor consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Obligor rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such
Obligor in the amount of such participation.


 


(e)           Presumptions of Payment.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for the account of the Lenders or the Issuing
Lender hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Lender, as the case may be, the amount
due.  In such event, if the Borrower has
not in fact made such payment, then each of the Lenders or the Issuing Lender,
as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or the Issuing
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate.


 


(f)            Certain Deductions by the
Administrative Agent.  If any Lender
shall fail to make any payment required to be made by it pursuant to Section 2.04(e) or (f),
2.05(b) or 2.16(e), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent hereunder for the account of
such Lender to satisfy such Lender’s obligations under such Sections until all
such unsatisfied obligations are fully paid.


 


SECTION 2.17               Mitigation Obligations;
Replacement of Lenders.


 


(a)           Designation of a Different Lending Office.  If any Lender requests compensation under Section 2.13,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or Affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as
the case may be, in the future and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender.  The Borrower hereby agrees
to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 


(b)           Replacement of Lenders.  If any Lender requests compensation under Section 2.13,
or if the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender becomes a Defaulting Lender, or if any Lender does not agree
to any request by the Borrower for a consent, approval, amendment or waiver
hereunder that requires the consent or approval of all of the Lenders, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance 


 


64

















 


with and subject to the
restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent (and, if a Revolving
Commitment is being assigned, the Issuing Lender and the Swing Line Lender),
which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans and participations in LC Disbursements and Swing Line Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant
to Section 2.15, such assignment will result in a reduction in such
compensation or payments.  A Lender shall
not be required to make any such assignment and delegation if, prior thereto,
as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.


 


SECTION 2.18               Defaulting Lender.


 


Notwithstanding any provision of this
Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender,
then so long as such Revolving Lender is a Defaulting Lender:  (a) if any Swing Line Exposure or LC
Exposure exists at the time a Revolving Lender becomes a Defaulting Lender, the
Borrower shall within one Business Day following notice by the Administrative
Agent (i) first, prepay such Swing Line Exposure (or, if the Swing
Line Lender shall agree, cash collateralize 100% of such Defaulting Lender’s
Swing Line Exposure therein and otherwise in accordance with the procedures set
forth in Section 2.04(k) for so long as such Swing Line Exposure is
outstanding) and (ii) second, cash collateralize such Defaulting
Lender’s LC Exposure in an amount equal to 100% of such LC Exposure and
otherwise in accordance with the procedures set forth in Section 2.04(k) for
so long as such LC Exposure is outstanding; and (b) the Swing Line Lender
shall not be required to fund any Swing Line Loan and the Issuing Lender shall
not be required to issue, amend or increase any Letter of Credit, unless it is
satisfied that the related exposure therein of such Defaulting Lender will be
100% cash collateralized by the Borrower in accordance with this Section.


 


ARTICLE III




GUARANTEE


 


SECTION 3.01               The Guarantee.  The Guarantors hereby
jointly and severally guarantee to each of the Secured Parties and their
respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration or otherwise) of all of the Obligations
hereunder and the other Loan Documents, including all obligations of the
Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in
each case strictly in accordance with the terms thereof and including all
interest and expenses accrued or incurred subsequent to the commencement of any
bankruptcy or insolvency proceeding with respect to the Borrower or any other
Obligor, whether or not such interest or expenses are allowed as a claim in
such proceeding (such obligations being herein collectively called the “Guaranteed
Obligations”).  The Guarantors hereby
further jointly and severally agree that if the Borrower shall fail to pay in
full when due (whether at stated maturity, by acceleration or otherwise) any of
the Guaranteed Obligations, the Guarantors will promptly pay the same, without
any demand or notice whatsoever, and that in the 


 


65

















 


case of any
extension of time of payment or renewal of any of the Guaranteed Obligations,
the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or
renewal.


 


SECTION 3.02               Obligations Unconditional.  The obligations of the
Guarantors under Section 3.01 are absolute and unconditional, and joint
and several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Borrower under this Agreement or any
other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section that the obligations of the Subsidiary
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances.  Without
limiting the generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not alter or impair the liability of any
of the Guarantors hereunder, which shall remain absolute and unconditional as
described above:


 


(i)            at
any time or from time to time, without notice to the Guarantors, the time for
any performance of or compliance with any of the Guaranteed Obligations shall
be extended, or such performance or compliance shall be waived;


 


(ii)           any
of the acts mentioned in any of the provisions of this Agreement or any other
agreement or instrument referred to herein shall be done or omitted;


 


(iii)          the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of
the Guaranteed Obligations shall be modified, supplemented or amended in any
respect, or any right under this Agreement or any other agreement or instrument
referred to herein shall be waived or any other guarantee of any of the
Guaranteed Obligations or any security therefor shall be released or exchanged
in whole or in part or otherwise dealt with; or


 


(iv)          any
lien or security interest granted to, or in favor of, the Administrative Agent
or any Lender or Lenders as security for any of the Guaranteed Obligations
shall fail to be perfected.


 


The Guarantors hereby expressly waive
diligence, presentment, demand of payment, protest and all notices whatsoever,
and any requirement that the Administrative Agent or any Lender exhaust any
right, power or remedy or proceed against the Borrower under this Agreement or
any other agreement or instrument referred to herein, or against any other
Person under any other guarantee of, or security for, any of the Guaranteed
Obligations.


 


SECTION 3.03       Reinstatement.  The obligations of the
Guarantors under this Article shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of the Borrower in
respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise, and the
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including fees of counsel) incurred by the Administrative Agent or
such Lender in connection with such rescission or restoration, including any
such costs and expenses incurred in 


 


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defending against
any claim alleging that such payment constituted a preference, fraudulent
transfer or similar payment under any bankruptcy, insolvency or similar law.


 


SECTION 3.04               Subrogation.  The Guarantors hereby
jointly and severally agree that until the payment and satisfaction in full of
all Guaranteed Obligations and the expiration and termination of the
Commitments of the Lenders under this Agreement they shall not exercise any
right or remedy arising by reason of any performance by them of their guarantee
in Section 3.01, whether by subrogation or otherwise, against the Borrower
or any other guarantor of any of the Guaranteed Obligations or any security for
any of the Guaranteed Obligations.


 


SECTION 3.05               Remedies.  The Guarantors jointly and
severally agree that, as between the Guarantors and the Lenders, the
obligations of the Borrower under this Agreement may be declared to be
forthwith due and payable as provided in Article VIII (and shall be deemed
to have become automatically due and payable in the circumstances provided in
Article VIII) for purposes of Section 3.01 notwithstanding any stay,
injunction or other prohibition preventing such declaration (or such
obligations from becoming automatically due and payable) as against the
Borrower and that, in the event of such declaration (or such obligations being
deemed to have become automatically due and payable), such obligations (whether
or not due and payable by the Borrower) shall forthwith become due and payable
by the Guarantors for purposes of Section 3.01.


 


SECTION 3.06               Instrument for the Payment of
Money. 
Each Guarantor hereby acknowledges that the guarantee in this Article constitutes
an instrument for the payment of money, and consents and agrees that any Lender
or the Administrative Agent, at its sole option, in the event of a dispute by
such Guarantor in the payment of any moneys due hereunder, shall have the right
to bring motion-action under New York CPLR Section 3213.


 


SECTION 3.07               Continuing Guarantee.  The guarantee in this Article is
a continuing guarantee, and shall apply to all Guaranteed Obligations whenever
arising.


 


SECTION 3.08               Rights of Contribution.  The Subsidiary Guarantors
hereby agree, as between themselves, that if any Subsidiary Guarantor shall
become an Excess Funding Guarantor (as defined below) by reason of the payment
by such Subsidiary Guarantor of any Guaranteed Obligations, each other
Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor (but
subject to the next sentence), pay to such Excess Funding Guarantor an amount
equal to such Subsidiary Guarantor’s Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, debts and
liabilities of such Excess Funding Guarantor) of the Excess Payment (as defined
below) in respect of such Guaranteed Obligations.  The payment obligation of a Subsidiary
Guarantor to any Excess Funding Guarantor under this Section shall be
subordinate and subject in right of payment to the prior payment in full of the
obligations of such Subsidiary Guarantor under the other provisions of this Article and
such Excess Funding Guarantor shall not exercise any right or remedy with
respect to such excess until payment and satisfaction in full of all of such
obligations.


 


For purposes of this Section, (i) “Excess
Funding Guarantor” means, in respect of any Guaranteed Obligations, a
Subsidiary Guarantor that has paid an amount in excess of its Pro Rata Share of
such Guaranteed Obligations, (ii) “Excess Payment” means, in
respect of any Guaranteed Obligations, the amount paid by an Excess Funding
Guarantor in excess of its Pro Rata Share of such Guaranteed Obligations and
(iii) “Pro Rata Share” means, for any Subsidiary Guarantor, the
ratio (expressed as a percentage) of (x) the amount by which the aggregate
present fair saleable value of 


 


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all properties of such Subsidiary Guarantor
(excluding any shares of stock of any other Subsidiary Guarantor) exceeds the
amount of all the debts and liabilities of such Subsidiary Guarantor (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations of such Subsidiary Guarantor hereunder and any obligations of
any other Subsidiary Guarantor that have been Guaranteed by such Subsidiary
Guarantor) to (y) the amount by which the aggregate fair saleable value of
all properties of all of the Subsidiary Guarantors exceeds the amount of all
the debts and liabilities (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of the Borrower and the
Subsidiary Guarantors hereunder and under the other Loan Documents) of all of
the Subsidiary Guarantors, determined (A) with respect to any Subsidiary
Guarantor that is a party hereto on the Fourth Restatement Effective Date, as
of the Fourth Restatement Effective Date, and (B) with respect to any
other Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a
Subsidiary Guarantor hereunder.


 


SECTION 3.09       General Limitation on Guarantee
Obligations.  In any action or proceeding involving any
state corporate law, or any state or Federal bankruptcy, insolvency,
reorganization or other law affecting the rights of creditors generally, if the
obligations of any Subsidiary Guarantor under Section 3.01 would
otherwise, taking into account the provisions of Section 3.08, be held or
determined to be void, invalid or unenforceable, or subordinated to the claims
of any other creditors, on account of the amount of its liability under Section 3.01,
then, notwithstanding any other provision hereof to the contrary, the amount of
such liability shall, without any further action by such Subsidiary Guarantor,
any Lender, the Administrative Agent or any other Person, be automatically
limited and reduced to the highest amount that is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or
proceeding.


 


ARTICLE IV




REPRESENTATIONS
AND WARRANTIES


 


Each of the Borrower (as to itself and its
Subsidiaries only) and the Holding Company represents and warrants to the
Lenders that:


 


SECTION 4.01               Organization; Powers. Except as set forth in Schedule 4.01, each of the
Holding Company, the Borrower and the Borrower’s Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.


 


SECTION 4.02               Authorization; Enforceability.  The Transactions are within
each Obligor’s corporate powers and have been duly authorized by all necessary
corporate and, if required, by all necessary shareholder or member action.  This Agreement has been duly executed and
delivered by each Obligor and constitutes, and each of the other  Loan Documents  to which it is
a party when executed and delivered by such Obligor will constitute, a legal,
valid and binding obligation of such Obligor, enforceable against each Obligor
in accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors’ rights and
(b) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).


 


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SECTION 4.03               Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except for (i) such as have been obtained or
made and are in full force and effect, (ii) filings or recordings in
respect of the Liens created pursuant to the Security Documents, (iii) the
filing with the FCC of certain of the Loan Documents as required by
Section 73.3613 of the FCC’s rules and (iv) the approval by the
FCC of the acquisition of any Broadcast License, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Holding Company, the Borrower or any of the Borrower’s Subsidiaries
or any order of any Governmental Authority, (c) will not violate or result
in a default under any indenture, agreement or other instrument binding upon
the Holding Company, the Borrower or any of the Borrower’s Subsidiaries or
assets, or give rise to a right thereunder to require any payment to be made by
any such Person, and (d) except for the Liens created pursuant to the
Security Documents and the Liens permitted under Section 7.02(n), will not
result in the creation or imposition of any Lien on any asset of the Holding
Company, the Borrower or any of the Borrower’s Subsidiaries.


 


SECTION 4.04       Financial Condition; Material Adverse
Change.


 


(a)           Financial Condition.  The Borrower has heretofore furnished to the
Lenders (i) its consolidated balance sheets and statements of income,
stockholders’ equity and cash flows as of and for the fiscal years ended December 31,
2007 and December 31, 2008, reported on by Ernst & Young LLP,
independent public accountants and (ii) its unaudited consolidated balance
sheet and statements of income, stockholders’ equity and cash flows as of and
for the fiscal quarter ended June 30, 2009, certified by a Financial
Officer of the Borrower.  Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its Subsidiaries as of
such respective dates and for such respective fiscal years or fiscal quarter,
as the case may be, on a consolidated basis in accordance with GAAP, subject to
year-end audit adjustments and the absence of footnotes in the case of the
financial statements referred to in clause (ii) of the first sentence
of this paragraph.


 


The Holding Company has heretofore furnished
to the Lenders (i) its consolidated balance sheets and statements of
income, stockholders’ equity and cash flows as of and for the fiscal years
ended December 31, 2007 and December 31, 2008, reported on by Ernst &
Young LLP, independent public accountants and (ii) its unaudited
consolidated balance sheet and statements of income, stockholders’ equity and
cash flows as of and for the fiscal quarter ended June 30, 2009, certified
by a Financial Officer of the Holding Company. 
Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Holding
Company and its Subsidiaries as of such respective dates and for such
respective fiscal years or fiscal quarter, as the case may be, on a
consolidated basis in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the financial
statements referred to in clause (ii) of the first sentence of this
paragraph.


 


(b)           No Material Adverse Change.  Since December 31, 2008, there has been
no material adverse change in the business, assets, operations, prospects or
condition, financial or otherwise, of the Borrower and its Subsidiaries, taken
as a whole.


 


SECTION 4.05               Properties.


 


(a)           Property Generally.  Each of the Borrower and its Subsidiaries has
good title to, or valid leasehold interests in, all its real and personal
property material to its business, subject 


 


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only to Liens permitted by
Section 7.02 and except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes.


 


(b)           Intellectual Property.  Each of the Borrower and its Subsidiaries
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents
and other intellectual property material to its business, and the use thereof
by the Borrower and its Subsidiaries does not infringe upon the rights of any
other Person, except for any such infringements that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 4.06               Litigation and Environmental
Matters.


 


(a)           Actions, Suits and Proceedings.  There are no actions, suits or proceedings by
or before any arbitrator or Governmental Authority now pending against or, to
the knowledge of the Borrower, threatened against or affecting the Holding
Company, the Borrower or any of the Borrower’s Subsidiaries (including the
Unrestricted Subsidiaries) (i) as to which there is a reasonable possibility
of an adverse determination and that, if adversely determined, could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than any such action, suit or proceeding disclosed in Schedule 4.06(a))
or (ii) that involve this Agreement or the Transactions.


 


(b)           Environmental Matters.  Except for the matters disclosed in Schedule 4.06(b) and except
with respect to any other matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries (including Unrestricted Subsidiaries)
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.


 


The Borrower and each of its Subsidiaries have
obtained all permits, licenses and other authorizations which are required
under all Environmental Laws, except to the extent failure to have any such
permit, license or authorization, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.  The Borrower and each of its Subsidiaries are
in compliance with the terms and conditions of all such permits, licenses and
authorizations, and are also in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in
any regulation, code, plan, order, decree, judgment, injunction, notice or
demand letter issued, entered, promulgated or approved thereunder, except to
the extent failure to comply, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


 


In addition, except as set forth in Schedule 4.06(b):


 


(i)            No
notice, notification, demand, request for information, citation, summons or
order has been issued, no complaint has been filed, no penalty has been
assessed and no investigation or review is pending or, to the knowledge of the
Borrower and its Subsidiaries, threatened by any governmental or other entity
with respect to any alleged failure by the Borrower or any of its Subsidiaries
to have any permit, license or authorization required in connection with the
conduct of the business of the Borrower or any of its


 


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Subsidiaries or with respect to any generation,
treatment, storage, recycling, transportation, discharge or disposal, or any
Release of any Hazardous Materials generated by the Borrower or any of its
Subsidiaries, except to the extent such failure, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 


(ii)           Neither
the Borrower nor any of its Subsidiaries or Environmental Affiliates has
operated a treatment, storage or disposal facility requiring a permit under the
Resource Conservation and Recovery Act of 1976, as amended, or under any
comparable state or local statute at any property now or previously owned or
leased by the Borrower or any of its Subsidiaries or Environmental Affiliates
to an extent that, individually or in the aggregate, it has, or could
reasonably be expected to result in a Material Adverse Effect; and, to the
knowledge of the Borrower and its Subsidiaries, except to an extent that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect:


 


(A)          no substance containing PCBs is or has
been present at any property now or previously owned or leased by the Borrower
or any of its Subsidiaries or Environmental Affiliates;


 


(B)           no asbestos is or has been present at
any property now or previously owned or leased by the Borrower or any of its
Subsidiaries or Environmental Affiliates;


 


(C)           there are no underground storage
tanks active or abandoned, at any property now or previously owned or leased by
the Borrower or any of its Subsidiaries or Environmental Affiliates;


 


(D)          no Hazardous Materials have been
Released, in a reportable quantity, where such a quantity has been established
by statute, ordinance, rule, regulation or order, at, on or under any property
now or previously owned by the Borrower or any of its Subsidiaries or
Environmental Affiliates; and


 


(E)           no Hazardous Materials have been
otherwise Released at, on or under any property now or previously owned or
leased by the Borrower or any of its Subsidiaries.


 


(iii)          To
the knowledge of the Borrower and its Subsidiaries, neither the Borrower nor
any of its Subsidiaries or Environmental Affiliates has transported or arranged
for the transportation of any Hazardous Material to any location which is
listed on the National Priorities List under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (“CERCLA”),
listed for possible inclusion on the National Priorities List by the
Environmental Protection Agency in the Comprehensive Environmental Response,
Compensation, and Liability Information System (“CERCLIS”) or on any
similar state list or which is the subject of Federal, state or local
enforcement actions or other investigations which may lead to claims against
the Borrower or any of its Subsidiaries for clean-up costs, remedial work,
damages to natural resources or for personal injury claims, including, but not
limited to, claims under CERCLA.


 


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(iv)          To
the knowledge of the Borrower and its Subsidiaries, no Hazardous Material
generated by the Borrower or any of its Environmental Affiliates has been
recycled, treated, stored, disposed of or Released by the Borrower or any of
its Environmental Affiliates at any location other than those listed in Schedule 4.06(b).


 


(v)           To
the knowledge of the Borrower and its Subsidiaries, no oral or written
notification of a Release of a Hazardous Material has been filed by or on
behalf of the Borrower or any of its Subsidiaries and no property now or
previously owned or leased by the Borrower or any of its Subsidiaries is listed
or proposed for listing on the National Priorities list promulgated pursuant to
CERCLA, on CERCLIS or on any similar state list of sites requiring investigation
or clean-up.


 


(vi)          To
the knowledge of the Borrower and its Subsidiaries, no Liens have arisen under
or pursuant to any Environmental Laws on any of the real property or properties
owned or leased by the Borrower or any of its Subsidiaries, and no government
actions have been taken or are in process which could subject any of such
properties to such Liens and neither the Borrower nor any of its Subsidiaries
would be required to place any notice or restriction relating to the presence
of Hazardous Materials at any property owned by it in any deed to such
property.


 


(vii)         There
have been no material environmental investigations, studies, audits, tests,
reviews or other analyses conducted by or which are in the possession of the
Borrower or any of its Subsidiaries in relation to any property or facility now
or previously owned or leased by the Borrower or any of its Subsidiaries which
have been prepared or conducted within the previous five years and have not
been made available to the Lenders.


 


(c)           Disclosed Matters.  Since the date hereof, there has been no
change in the status of the matters disclosed in Schedule 4.06(a) and
Schedule 4.06(b) that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.


 


SECTION 4.07               Compliance with Laws and
Agreements.  Each of the Holding Company, the Borrower and
the Borrower’s Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.  No Default has occurred and is continuing.


 


SECTION 4.08               Investment Company Status.  None of the Holding Company,
the Borrower or any of the Borrower’s Subsidiaries is an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of
1940.


 


SECTION 4.09               Taxes.  Each of the Holding Company,
the Borrower and the Borrower’s Subsidiaries has timely filed or caused to be
filed all United States Federal and all other material Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which such Person
has set aside on its books adequate reserves or (b) to the extent that the
failure to do so could not reasonably be expected to result in a Material
Adverse Effect.


 


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SECTION 4.10               ERISA.  The Holding Company, the
Borrower and the ERISA Affiliates have fulfilled their respective
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan and are in compliance in all material respects with the
presently applicable provisions of ERISA and the Code, and have not incurred
any liability to the PBGC or any Plan or Multiemployer Plan (other than to make
contributions in the ordinary course of business).


 


SECTION 4.11               Disclosure.  The Obligors have disclosed
to the Lenders all agreements, instruments and corporate or other restrictions
to which it or any of its Subsidiaries is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. 
None of the reports, financial statements, certificates or other
information furnished by or on behalf of the Obligors to the Lender in
connection with the negotiation of this Agreement and the other Loan Documents
(including the information set forth in the Confidential Information
Memorandum) or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrower and the
Holding Company represent only that such information was prepared in good faith
based upon assumptions believed to be reasonable at the time.


 


SECTION 4.12               Use of Credit.  Neither the Borrower nor any
of its Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate, of buying or carrying Margin Stock, and no
part of the proceeds of any extension of credit hereunder will be used to buy
or carry any Margin Stock.


 


SECTION 4.13               Indebtedness and Liens.


 


(a)           Indebtedness.  Schedule 7.01 is a complete
and correct list of each credit agreement, loan agreement, indenture, purchase
agreement, guarantee, letter of credit or other arrangement providing for or
otherwise relating to any Indebtedness or any extension of credit (or
commitment for any extension of credit) to, or guarantee by, the Borrower or
any of its Subsidiaries outstanding on the date hereof, and the aggregate
principal or face amount outstanding or that may become outstanding under each
such arrangement is correctly described in such schedule.


 


(b)           Liens.  Schedule 4.13(b) is a
complete and correct list of each Lien securing Indebtedness of any Person
outstanding on the date hereof the aggregate principal or face amount of which
equals or exceeds (or may equal or exceed) $1,000,000 and covering any property
of the Borrower or any of its Subsidiaries, and the aggregate Indebtedness
secured (or that may be secured) by each such Lien and the property covered by
each such Lien is correctly described in Schedule 4.13(b).


 


SECTION 4.14               Subsidiaries and Investments.


 


(a)           Subsidiaries.  Set forth in Schedule 4.14(a) is
a complete and correct list of all of the Subsidiaries of the Borrower as of
the date hereof, together with, for each such Subsidiary, (i) the
jurisdiction of organization of such Subsidiary, (ii) each Person holding
ownership interests in such Subsidiary and (iii) the nature of the
ownership interests held by each such Person and the percentage of ownership of
such Subsidiary represented by such ownership interests.  Each of the Borrower and its Subsidiaries
owns, free and clear of Liens (other than Liens created pursuant to the 


 


73

















 


Security Documents and the
Liens permitted under Section 7.02(n)), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown to be held by it
in Schedule 4.14(a), all of the issued and outstanding Capital
Stock of each such Person organized as a corporation is validly issued, fully
paid and nonassessable, and there are no outstanding Equity Rights with respect
to such Person.


 


(b)           Investments.  Set forth in Schedule 4.14(b) is
a complete and correct list of all Investments (other than Investments
disclosed in Schedule 4.14(a) and other than Investments
of the types referred to in clauses (b), (c), (e) and (f) of
Section 7.07) in an amount exceeding $1,000,000 held by the Borrower or
any of its Subsidiaries in any Person on the date hereof and, for each such
Investment, (x) the identity of the Person or Persons holding such
Investment and (y) the nature of such Investment.  Except as disclosed in Schedule 4.14(b),
each of the Borrower and its Subsidiaries owns, free and clear of all Liens
(other than Liens created pursuant to the Security Documents and the Liens
permitted under Section 7.02(n)), all such Investments.


 


(c)           Subsidiaries Not Subject to Certain
Restrictions.  None of the
Subsidiaries of the Borrower is, on the date hereof, subject to any indenture,
agreement, instrument or other arrangement of the type prohibited under Section 7.10.


 


SECTION 4.15               Broadcast Licenses.


 


(a)           Schedule 4.15 accurately
and completely lists, as of the date hereof, for each Owned Station, all
Broadcast Licenses granted or assigned to the Borrower or any of its
Subsidiaries, or under which the Borrower and its Subsidiaries have the right
to operate such Owned Station.  The
Broadcast Licenses listed in Schedule 4.15 with respect to any
Owned Station include all material authorizations, licenses and permits issued
by the FCC that are required or necessary for the operation of such Owned
Station, and the conduct of the business of the Borrower and its Subsidiaries
with respect to such Owned Station, as now conducted or proposed to be
conducted.  The Broadcast Licenses listed
in Schedule 4.15 are issued in the name of the respective License
Subsidiary for the Owned Station being operated under authority of such
Broadcast Licenses and are on the date hereof validly issued and in full force
and effect, and the Borrower and its Subsidiaries have fulfilled and performed
in all material respects all of their obligations with respect thereto and have
full power and authority to operate thereunder.


 


(b)           Schedule 4.15 accurately
and completely lists, as of the date hereof, for each Contract Station, all
Broadcast Licenses granted or assigned to the Material Third-Party Licensee for
such Contract Station, or under which the Material Third-Party Licensee for
such Contract Station has the right to operate such Contract Station.  The Broadcast Licenses listed in Schedule 4.15
with respect to any Contract Station include all material authorizations,
licenses and permits issued by the FCC that are required or necessary for the
operation of such Contract Station, and the conduct of the business of the
Material Third-Party Licensee for such Contract Station with respect to such
Contract Station, as now conducted or proposed to be conducted.  The Broadcast Licenses listed in Schedule 4.15
are issued in the name of the Material Third-Party Licensee for the Contract
Station being operated under authority of such Broadcast Licenses and are on
the date hereof validly issued and in full force and effect, and, to the best
of the Borrower’s knowledge, the Material Third-Party Licensee for such
Contract Station has fulfilled and performed in all material respects all of
its obligations with respect thereto and has full power and authority to
operate thereunder.


 


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SECTION 4.16               Solvency.  As of the date hereof (and
after giving effect to the extensions of credit hereunder and to the other
transactions contemplated hereby), (i) the aggregate value of all
properties of the Borrower and its Subsidiaries at their present fair saleable
value (i.e., the amount that may be realized within a reasonable time,
considered to be six to eighteen months, either through collection or sale at
the regular market value, conceiving the latter as the amount that could be
obtained for the properties in question within such period by a capable and
diligent businessman from an interested buyer who is willing to purchase under
ordinary selling conditions), exceeds the amount of all the debts and
liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities) of the Borrower and its Subsidiaries, (ii) the Borrower and
its Subsidiaries will not, on a consolidated basis, have unreasonably small
capital with which to conduct their business operations as heretofore conducted
and (iii) the Borrower and its Subsidiaries will have, on a consolidated
basis, sufficient cash flow to enable them to pay their debts as they mature.


 


SECTION 4.17               Security Documents.


 


(a)           The Security Agreement is effective
to create in favor of the Administrative Agent for the benefit of the Secured
Parties, a legal, valid and enforceable first priority security interest in the
Collateral described therein (including any proceeds of any item of
Collateral).  In the case of (i) the
pledged securities described in the Security Agreement, when any certificates
or notes, as applicable, representing such pledged securities are delivered to
the Administrative Agent and (ii) the other Collateral described in the
Security Agreement, when financing statements in appropriate form are filed in
the offices specified on Schedule 4.17 (which financing statements
have been duly completed and executed (as applicable) and delivered to the
Administrative Agent), the Administrative Agent shall have a fully perfected
Lien on, and security interest in, all right, title and interest of the
Obligors in such Collateral (including any proceeds of any item of Collateral) (to
the extent a security interest in such Collateral can be perfected through the
filing of financing statements in the offices specified on Schedule 4.17
and through the delivery of such pledged securities), as security for the
Obligations, in each case prior and superior in right to any other Person,
other than with respect to Liens permitted under Section 7.02.


 


(b)           Each Mortgage executed and delivered
by each Obligor on or after the Fourth Restatement Effective Date pursuant to
clause (d) of the Collateral and Guarantee Requirement and Section 6.11
shall be effective to create in favor of the Administrative Agent (for the
benefit of the Secured Parties) a legal, valid and enforceable security
interest on all of such Obligors’ right, title and interest in and to the
Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage
is filed or recorded in the proper real estate filing or recording office, the
Administrative Agent (for the benefit of the Secured Parties) shall have a
fully perfected first priority Lien on, and security interest in, all right,
title and interest of such Obligor in such Mortgaged Property and, to the
extent applicable, subject to Section 9-315 of the UCC, the proceeds
thereof, in each case prior and superior in right to any other Person, other
than with respect to Liens permitted under Section 7.02.


 


SECTION 4.18               Real Property.  Schedule 4.18(a) lists
as of the Fourth Restatement Effective Date all Real Property owned by the
Borrower and its Subsidiaries, the address or location thereof and the state in
which such property is located.  Schedule
4.18(b) lists as of the Fourth Restatement Effective Date all Real
Property leased by the Borrower and its Subsidiaries, the address or location
thereof and the state in which such property is located.  The Borrower and its Subsidiaries will own or
hold all easements, rights-of-way, licenses in respect of Real Property and
similar rights as are necessary for the acquisition, ownership and operation of
the Stations.


 


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ARTICLE V




CONDITIONS


 


SECTION 5.01               Amendment and Restatement
Effective Date.  The amendment and restatement of the Existing
Credit Agreement provided for hereby and the obligations of the Lenders to make
Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not
become effective until the date on which the Administrative Agent shall have
received each of the following documents, each of which shall be satisfactory
to the Administrative Agent (and to the extent specified below, to each Lender)
in form and substance (or such condition shall have been waived in accordance
with Section 10.02):


 


(a)           This Agreement. 
Counterparts of this Agreement signed on behalf of each Obligor, the
Issuing Lender, the Swing Line Lender, the Administrative Agent, each Tranche B
Term Loan Lender, the Tranche B-1 Term Loan Lender, the Required Revolving
Lenders under (and as defined in) the Existing Credit Agreement, and (for
purposes of Section 10.16) Lehman Commercial Paper Inc. (or, in each case,
written evidence satisfactory to the Administrative Agent, which may include
telecopy transmission of, as applicable, a signed signature page of this
Agreement or the relevant Lender Addendum from any Lender as provided below); provided
that (i) each Tranche B Term Loan Lender and each Revolving Lender which
executes and delivers a Lender Addendum in the respective form required hereby
shall be deemed to execute this Agreement, (ii) Tranche B Term Loan Lender
Addenda (or signed signature pages of this Agreement) shall have been
received from Tranche B Term Loan Lenders with respect to Tranche B Term
Loan Commitments in an aggregate amount of $330,000,000 (and each such
Tranche B Term Loan Lender Addenda shall have been accepted by the
Borrower and the Administrative Agent), (iii) Revolving Lender Addenda (or
signed signature pages of this Agreement) shall have been received from
Revolving Lenders which agree to be Extending Revolving Lenders hereunder with
respect to an aggregate amount of Revolving Commitments of not less than
$75,000,000 (and each such Revolving Lender Addenda shall have been accepted by
the Borrower and the Administrative Agent), (iv) the Revolving Lenders
which shall execute (or be deemed to execute) this Agreement hereby agree to
waive all requirements under the Existing Credit Agreement with respect to
prior notice (or minimum amount) of the prepayments of Loans under (and as
defined in) the Existing Credit Agreement as of the Fourth Restatement
Effective Date contemplated under clause (f) of this Section and
(v) the parties hereto agree that, effective as of the Fourth Restatement
Effective Date, the Revolving Commitments of the Revolving Lenders shall be the
respective amounts for the Revolving Lenders as set forth in Schedule 1.01(a) (and,
without limiting the foregoing, the Revolving Commitment of Lehman Commercial
Paper Inc. under the Existing Credit Agreement shall terminate in full in
accordance with Section 10.16).


 


(b)           Other Concurrent Transactions.  Evidence that (i) the Initial Second
Priority Debt Transactions shall have been consummated (and the Administrative
Agent shall have received copies of each of the executed Initial Security
Priority Debt Documents requested by the Administrative Agent), (ii) the
Tender Offer shall not have been withdrawn, terminated or amended and
(iii) the Cunningham Amendments shall have become effective (and the
Administrative Agent shall have received copies of each such amendment).


 


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(c)           Collateral Documents.


 


(i)            Security Agreement.  The Security Agreement, duly executed and
delivered by each of the parties thereto, and the certificates identified under
the name of such Obligor in Annex 1 thereto, in each case accompanied by
undated stock or similar powers executed in blank.  In addition, each Obligor party to the
Security Agreement shall have taken such other action (including delivering to
the Administrative Agent, for filing, appropriately completed and duly executed
copies of Uniform Commercial Code financing statements) as the Administrative
Agent shall have requested in order to perfect the security interests created
pursuant to the Security Agreement.


 


(ii)           Intercreditor Agreement.  The Second Lien Intercreditor Agreement, duly
executed and delivered by each of the parties thereto.


 


(iii)          Other Collateral Documents.  The Fourth Restatement Effective Date
Collateral Requirement shall have been satisfied (subject to clause (c)(vi) below),
and the Administrative Agent shall have received all the documents required
thereby.


 


(iv)          Consent and Agreement.  A Consent and Agreement with respect to each
Contract Station as of the Fourth Restatement Effective Date, duly executed and
delivered by each of the parties thereto (subject to clause (c)(vi) below).


 


(v)           Insurance.  A certificate of a Financial Officer of the
Borrower setting forth the insurance obtained by it in accordance with the
requirements of Section 6.05 and stating that such insurance is in full
force and effect and that all premiums then due and payable thereon have been
paid (including evidence of designation of the Administrative Agent as loss
payee and additional insured with respect to such insurance to the extent
required under Section 6.05).


 


(vi)          Post-Closing Matters.  If applicable, the Administrative Agent and
the Borrower shall have entered into a letter agreement referred to in clause (d) of
the definition of “Collateral and Guarantee Requirement”.


 


(d)           Corporate Documents.


 


(i)            Certificates.  The Administrative Agent shall have received the following documents in
form and substance satisfactory to the Administrative Agent, each of which
shall be executed (and, where appropriate, acknowledged) by Persons
satisfactory to the Administrative Agent: (A) a certificate, signed by a senior officer of the Borrower and each other
Obligor, as of the Fourth Restatement Effective Date, as to:
(I) the absence of any Default or Event of Default; (II) the truth of
the representations and warranties contained in the Loan Documents; and
(III) confirming the satisfaction of the conditions under this Section 5.01
and confirming compliance with the conditions set forth in the lettered clauses
of the first sentence of Section 5.02; (B) a certificate of each
Obligor, dated the Fourth Restatement Effective Date and executed by its
secretary or assistant secretary, which shall (I) certify the resolutions
of its board of directors, members or other body authorizing the execution,
delivery and performance of the Loan Documents to which it is a party;
(II) identify by name and title and bear the signatures of the officers of



 


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such
Obligor authorized to sign the Loan Documents to which it is a party, and
(III) contain appropriate attachments, including the charter, by-laws or
other organizational documents of each Obligor and, if applicable, a true and
correct copy of its by-laws or operating, management or partnership agreement
(or a bring-down certificate in form and substance satisfactory to the
Administrative Agent with respect to any of the foregoing document heretofore
delivered to the Administrative Agent to the extent such documents have not
been modified and continue in effect); and (C) a good standing certificate
for each Obligor from the secretary of state of the jurisdiction of its
organization as of the Fourth Restatement Effective Date (or such earlier date
as the Administrative Agent shall agree).


 


(ii)           Other Corporate Documents.  Such other documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Obligor, the authorization of
the Transactions and any other legal matters relating to the Obligors, the Loan
Documents or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.


 


(e)           Opinions of Counsel to the Obligors.  Favorable written opinions (addressed to the
Administrative Agent and the Lenders and dated the Fourth Restatement Effective
Date) of (i) Thomas & Libowitz, P.A., counsel for the Obligors,
(ii)  Pillsbury Winthrop Shaw Pittman LLP, counsel for the Obligors and
(iii) such other counsel of the Obligors reasonably satisfactory to the
Administrative Agent, each in form and substance satisfactory to the
Administrative Agent (and each Obligor hereby instructs such counsel to deliver
such opinions to the Lenders and the Administrative Agent).


 


(f)            Payments as of the Fourth Restatement Effective Date.  As of the Fourth Restatement Effective Date:


 


(i)            Existing Loans, Accrued Interest, Etc.  The Borrower shall have (A) prepaid all
Term Loans outstanding under (and as defined in) the Existing Credit Agreement
(and all accrued and unpaid interest thereon), (B) prepaid all Revolving Loans
outstanding under (and as defined in) the Existing Credit Agreement (and all
accrued and unpaid interest thereon) and (C) all accrued and unpaid
commitment fees and letter of credit fees under the Existing Credit Agreement,
accrued to (but not including) the Fourth Restatement Effective Date.


 


(ii)           Other Fees and Expenses.  The Borrower shall have paid (A) to the
Administrative Agent, for the account of each Extending Revolving Lender and
each Tranche B Term Loan Lender the fees agreed to be paid to them by the
Borrower in connection with this Agreement and (B) to the Administrative
Agent (or its affiliates) all fees and expenses, including fees and expenses of
counsel to the Administrative Agent, agreed in writing to be paid by the
Borrower in connection with the execution and delivery of this Agreement (and,
in the case of any such expenses, for which invoices in reasonable detail shall
have been submitted to the Borrower at least five Business Days prior to the
Fourth Restatement Effective Date).


 


(g)           USA PATRIOT Act. 
Upon the reasonable written request of any Lender to the Borrower at
least three Business Days prior to the Fourth Restatement Effective 


 


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Date, such Lender received from the Borrower and its Subsidiaries
documentation and other information required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and
regulations, including, without limitation, the USA PATRIOT Act.


 


(h)           Other Documents. 
Such other documents as the Administrative Agent or any Lender or
special New York counsel to the Administrative Agent may reasonably request.


 


Notwithstanding the foregoing, the amendment
and restatement of the Existing Credit Agreement provided for hereby and the
obligations of the Lenders to make Loans and of the Issuing Lender to issue or
continue Letters of Credit hereunder shall not become effective unless each of
the foregoing conditions is satisfied (or waived pursuant to Section 10.02)
on or prior to 3:00 p.m., New York City time, on October 29, 2009.


 


SECTION 5.02               Each Credit Event.  The obligation of each
Lender to make or maintain a Loan (including an Incremental Loan) on the
occasion of any Borrowing, and of the Issuing Lender to issue, amend, renew or
extend any Letter of Credit, is subject to the satisfaction of the following
conditions:


 


(a)           the representations and warranties of the Borrower and the
Holding Company set forth in this Agreement, and of each Obligor in each of the
other Loan Documents to which it is a party, shall be true and correct in all
material respects on and as of the date of such Borrowing or the date of
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable (or, if any such representation and warranty is expressly stated to
have been made as of a specific date, as of such specific date);


 


(b)           at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing; and


 


(c)           the Borrower shall be in compliance with the indebtedness
covenant (if any) under each of the Note Indentures.


 


Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the
matters specified in the preceding sentence.


 


SECTION 5.03               Each Incremental Loan.  The obligation of each
Incremental Lender to make an Incremental Loan is subject to the satisfaction
of the following additional conditions:


 


(a)           after giving pro forma effect to the making of such
Incremental Loan, the Borrower shall be in compliance with each of the
covenants set forth in Section 7.11; and


 


(b)           receipt by the respective Incremental Lender and the
Administrative Agent of a certificate, dated the date of the making of such
Incremental Loan and signed by the President, a Vice President, a Financial
Officer, or Secretary of the Borrower, demonstrating in reasonable detail
compliance with the foregoing clause (a) of this Section.


 


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ARTICLE VI




AFFIRMATIVE COVENANTS


 


Until the Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, each
of the Borrower (as to itself and its Subsidiaries only) and the Holding
Company covenants and agrees with the Lenders that:


 


SECTION 6.01               Financial Statements and Other
Information.  The Borrower or the Holding Company, as
applicable, will furnish to the Administrative Agent:


 


(a)           (i) in the case of the Borrower, within 120 days
after the end of each fiscal year of the Borrower, the audited consolidated
balance sheet and related statements of operations, stockholders’ equity and
cash flows of the Borrower and its Subsidiaries (excluding Unrestricted
Subsidiaries) as of the end of and for such year and (ii) in the case of
the Holding Company, within the earlier of (A) 10 days after the date on
which the same shall have been filed with the SEC and (B) 100 days after
the end of each fiscal year of the Holding Company, the audited consolidated
balance sheet and related statements of operations, stockholders’ equity and
cash flows of the Holding Company and its Subsidiaries as of the end of and for
such year, in each case setting forth in comparative form the figures for the
previous fiscal year, all reported on by Ernst & Young, LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries (excluding Unrestricted Subsidiaries), or the Holding Company and
its Subsidiaries, as the case may be, on a consolidated basis in accordance
with GAAP consistently applied;


 


(b)           (i) in the case of the Borrower, within 60 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, the consolidated balance sheet and related statements of operations,
stockholders’ equity and cash flows of the Borrower and its Subsidiaries
(excluding Unrestricted Subsidiaries) as of the end of and for such fiscal
quarter and the then elapsed portion of such fiscal year and (ii) in the
case of the Holding Company, within the earlier of (A) 10 days after the
date on which the same shall have been filed with the SEC and (B) 50 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Holding Company, the consolidated balance sheet and related statements of
operations, stockholders’ equity and cash flows of the Holding Company and its
Subsidiaries as of the end of and for such fiscal quarter and the then elapsed
portion of such fiscal year, in each case setting forth in comparative form the
figures for (or, in the case of the balance sheet, as of the end of) the
corresponding period or periods of the previous fiscal year, all certified by a
Financial Officer of the Borrower or the Holding Company, as the case may be,
as presenting fairly in all material respects the financial condition, results
of operations and cash flows of the Borrower and its Subsidiaries (excluding
Unrestricted Subsidiaries), or the Holding Company and its Subsidiaries, as the
case may be, on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;


 


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(c)           concurrently with any delivery of financial statements
under clause (a) or (b) of this Section, a certificate of a
Financial Officer of the Borrower and (as to sub-clauses (i) and (ii) below
only) the Holding Company (i) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, (ii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 4.04 and,
if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate, and (iii) setting
forth reasonably detailed calculations demonstrating compliance with Sections
7.01, 7.02(k), 7.04(e), 7.05(c), 7.05(d), 7.06, 7.07(h), 7.07(i), 7.07(j),
7.08, 7.11 and 7.18;


 


(d)           promptly after the same become publicly available, copies
of all periodic and other material reports (including reports on Form 8-K),
registration statements and proxy statements filed by the Holding Company or
the Borrower with the SEC, or any Governmental Authority succeeding to any or
all of the functions of said Commission, or with any national securities
exchange, or distributed by the Holding Company or the Borrower to its
shareholders generally or to the holders of any class or issue of securities of
the Holding Company or the Borrower generally, as the case may be, and promptly
upon the receipt thereof by the Holding Company or the Borrower, copies of any
material notices, reports or other communications from any holder of any
Indebtedness evidenced or provided by the Other Debt Documents (or, in any
case, the Representative of such holder);


 


(e)           promptly upon their becoming available, copies of any and
all periodic or special reports filed by the Holding Company, the Borrower or
any of the Borrower’s Subsidiaries with the FCC or with any other Federal,
state or local governmental authority, if such reports indicate any material
adverse change in the business, operations, affairs or condition of the
Borrower or any of its Subsidiaries or if copies thereof are requested by any
Lender or the Administrative Agent, and copies of any and all material notices
and other material communications from the FCC or from any other Federal, state
or local governmental authority with respect to the Borrower, any of its
Subsidiaries or any Station;


 


(f)            promptly following delivery thereof to or by the Borrower
or any of its Subsidiaries, copies of all material notices (including notices
of default), financial statements, reports, approvals and other material
communications that are received by the Holding Company, the Borrower or any of
the Borrower’s Subsidiaries from or on behalf of any Material Third-Party
Licensee or Affiliate of any Material Third-Party Licensee or furnished by the
Holding Company, the Borrower or any of the Borrower’s Subsidiaries to any
Material Third-Party Licensee or Affiliate of any Material Third-Party
Licensee;


 


(g)           as soon as available and in any event on or before December 31
of each fiscal year, a forecast for the Borrower and its Subsidiaries for the
next following fiscal year setting forth anticipated income, expense and
capital expenditure items for each quarter during such fiscal year; provided
that such forecasts shall include substantially the same financial and
operating information delivered by the Holding Company or the Borrower pursuant
to this clause (g) prior to the First Amendment Effective Date; and


 


(h)           promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Holding Company,


 


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the Borrower or any of the
Borrower’s Subsidiaries, any Unrestricted Subsidiary (including its financial
statements), any Station (including copies of network affiliation agreements
entered into by such Station), any Material Third-Party Licensee or any Person
that owns the Capital Stock of any Material Third-Party Licensee, or compliance
with the terms of this Agreement and the other Loan Documents, as the
Administrative Agent or any Lender may reasonably request.


 


SECTION 6.02               Notices of Material Events.  The Borrower and/or the
Holding Company will furnish to the Administrative Agent prompt written notice
of the following:


 


(a)           the occurrence of any Default or (in
the case of the Holding Company only) any Default relating to the Holding
Company;


 


(b)           the filing or commencement of any
action, suit or proceeding by or before any arbitrator or Governmental
Authority against or affecting the Holding Company, the Borrower or any of the
Borrower’s Subsidiaries or any of their respective assets, franchises or
licenses (including the Broadcast Licenses for Owned Stations) that, if
adversely determined, could reasonably be expected to result in a Material
Adverse Effect, or against or affecting any Material Third-Party Licensee for a
Contract Station or any Broadcast License for such Contract Station that, if
adversely determined, could reasonably be expected to result in a Material
Adverse Effect or the loss of any Broadcast License (other than an Immaterial
Broadcast License) for such Contract Station;


 


(c)           the occurrence of any ERISA Event
that, alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Holding Company, the
Borrower and its Subsidiaries (including Unrestricted Subsidiaries) in an
aggregate amount exceeding $25,000,000;


 


(d)           the assertion of any environmental
matter by any Person against, or with respect to the activities of, the Holding
Company, the Borrower or any of the Borrower’s Subsidiaries and any alleged
violation of or non-compliance with any Environmental Laws or any permits,
licenses or authorizations, other than any environmental matter or alleged
violation that could reasonably be expected to result in liability of the
Holding Company, the Borrower and the Borrower’s Subsidiaries (including
Unrestricted Subsidiaries) in an aggregate amount exceeding $25,000,000;


 


(e)           the occurrence of any Prepayment
Event;


 


(f)            the acquisition or formation of any
new Subsidiary after the Fourth Restatement Effective Date; and


 


(g)           any other development that results
in, or could reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section shall
be accompanied by a statement of a Financial Officer or other executive officer
of the Borrower or the Holding Company, as applicable, setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


 


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SECTION 6.03               Existence; Conduct of Business.  Each of the Borrower and the
Holding Company will, and will cause each of the Borrower’s Subsidiaries to, do
or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits,
privileges and franchises (including the Broadcast Licenses, but excluding
Immaterial Broadcast Licenses, for Owned Stations); provided that the
foregoing shall not prohibit (a) any merger, consolidation, liquidation or
dissolution permitted under Section 7.03 or (b) any merger or
consolidation involving the Holding Company (but not involving the Borrower or
any of its Subsidiaries).


 


SECTION 6.04               Payment of Obligations.  Each of the Borrower and the
Holding Company will, and will cause each of the Borrower’s Subsidiaries to,
pay its obligations, including Tax liabilities, that, if not paid, could result
in a Material Adverse Effect before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being
contested in good faith by appropriate proceedings, (b) the Holding
Company, the Borrower or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure
to make payment pending such contest could not reasonably be expected to result
in a Material Adverse Effect.


 


SECTION 6.05               Maintenance of Properties;
Insurance.  Each of the Borrower and the Holding Company
will, and will cause each of the Borrower’s Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, and (b) maintain,
with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained by companies engaged
in the same or similar businesses operating in the same or similar locations, provided
that the Borrower will in any event maintain (with respect to itself, each of
its Subsidiaries and each Owned Station), and will use its commercially
reasonable efforts to cause the Material Third-Party Licensee for each Contract
Station (or the Person that owns the Capital Stock of such Material Third-Party
Licensee) to maintain (with respect to itself and such Contract Station),
casualty insurance and insurance against claims and damages with respect to
defamation, libel, slander, privacy or other similar injury to person or
reputation (including misappropriation of personal likeness), in such amounts
as are then customary for Persons engaged in the same or similar business
similarly situated.


 


Each policy of property insurance required to
be maintained by the Borrower and its Subsidiaries under this Section shall
name the Administrative Agent as loss payee or additional insured and shall
provide that it will not be canceled or reduced, or allowed to lapse without
renewal, except after not less than 30 days’ written notice to the
Administrative Agent, for any occupancy or use of any property for purposes
more hazardous than permitted by such policy nor by any foreclosure or other
proceedings relating to such property. 
The Borrower will advise the Administrative Agent promptly of any policy
cancellation, reduction or material amendment.


 


After the Fourth Restatement Effective Date,
upon the request of the Administrative Agent at any time or from time to time,
not later than 15 Business Days prior to the termination or expiry date of any
insurance required to be maintained by the Borrower hereunder, the Borrower
shall deliver to the Administrative Agent certificates of insurance evidencing
that such insurance has been renewed, subject only to the payment of premiums
as they become due.  In addition, the
Borrower will not modify in any material respect any of the provisions of any
policy with respect to casualty or liability insurance without delivering the
original copy of the endorsement reflecting such modification to the
Administrative Agent and, if required by the Administrative Agent in writing,


 


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accompanied by a written report of any firm of
independent insurance brokers of nationally recognized standing, stating that,
in their opinion, such policy (as so modified) adequately protects the
interests of the Lenders and the Administrative Agent, is in compliance with
the provisions of this Section and is comparable in all respects with
insurance carried by responsible owners and operators of similar
properties.  The Borrower shall not
obtain or carry separate insurance concurrent in form or contributing in the
event of loss with that required by this Section unless the Administrative
Agent is the additional insured thereunder, with loss payable as provided
herein.  The Borrower shall immediately
notify the Administrative Agent whenever any such separate insurance is obtained
and shall deliver to the Administrative Agent certificates of insurance
evidencing the same.


 


If any portion of the Mortgaged Properties is
located in an area identified by the Federal Emergency Management Agency as an
area having special flood hazards and in which flood insurance has been made
available under the National Flood Insurance Act of 1968 (or any amendment or
successor act thereto), the Borrower shall maintain, or cause to be maintained,
with a financially sound and reputable insurer, flood insurance with respect to
such property in an amount sufficient to comply with all applicable rules and
regulations promulgated pursuant to such Act.


 


SECTION 6.06               Books and Records; Inspection
Rights. 
Each of the Borrower and the Holding Company will, and will cause each
of the Borrower’s Subsidiaries to, keep proper books of record and account in
which full, true and correct entries are made of all dealings and transactions
in relation to its business and activities. 
Each of the Borrower and the Holding Company will, and will cause each
of the Borrower’s Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at such reasonable times and as often as
reasonably requested.


 


SECTION 6.07               Compliance with Laws and
Contractual Obligations.  Each of the Borrower and the Holding Company
will, and will cause each of the Borrower’s Subsidiaries to, comply with all
laws, rules, regulations and orders of any Governmental Authority applicable to
it or its property (including Environmental Laws) and all of its Contractual
Obligations, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 


SECTION 6.08               Use of Proceeds and Letters of
Credit.


 


(a)           The proceeds of the Revolving Loans
will be used for the general corporate purposes of the Borrower and its
Subsidiaries, including working capital requirements, Capital Expenditures, and
acquisitions and Investments to the extent permitted hereunder (in each case,
in compliance with all applicable legal and regulatory requirements).  Letters of Credit will be issued only for
general corporate purposes of the Borrower and its Subsidiaries as specified
above.  For avoidance of doubt, the
Borrower may use the proceeds of Revolving Loans to prepay the Tranche B-1
Term Loans.


 


(b)           The proceeds of the Tranche B
Term Loans will be used solely to prepay Term Loans under (and as defined in)
the Existing Credit Agreement outstanding immediately prior to the Fourth
Restatement Effective Date (including interest thereon), to prepay Revolving
Loans under (and as defined in) the Existing Credit Agreement outstanding
immediately prior to the Fourth Restatement Effective Date (including interest
thereon) and to pay fees and expenses relating to the


 


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Fourth Restatement
Effective Date Transactions.  The
proceeds of the Tranche B-1 Term Loans will be used solely to prepay
Revolving Loans (and interest thereon) under (and as defined in) the Existing
Credit Agreement outstanding immediately prior to the Fourth Restatement
Effective Date and/or accrued fees thereunder referred to in Section 5.01(f).


 


(c)           The proceeds of the Incremental Loans
will be used solely for working capital or general corporate purposes of the
Borrower and its Subsidiaries.


 


(d)           Neither the Administrative Agent nor
any Lender shall have any responsibility as to the use of any of proceeds of
any Loan.  No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations U and
X.


 


SECTION 6.09               Non-Media Subsidiaries;
Ownership of Subsidiaries; Unrestricted Subsidiaries.


 


(a)           Non-Media Subsidiaries.  Notwithstanding anything herein to the
contrary, the Borrower shall not be required to cause any Non-Media Subsidiary
(or any of such Subsidiary’s Non-Media Subsidiaries) to become a “Subsidiary
Guarantor” hereunder or an “Obligor” under the Security Documents, so long as
the following requirements are satisfied: 
(i) (A) such Subsidiary is not liable, directly or indirectly,
with respect to any Indebtedness other than Non-Recourse Indebtedness and has
not guaranteed or otherwise provided credit support at the time of such
designation for any Indebtedness of the Borrower or any of its Subsidiaries
(other than the Subsidiaries of such Subsidiary) and (B) such Subsidiary
is directly owned by a Guarantor hereunder which is a Wholly Owned Subsidiary
and the Capital Stock of such Guarantor has been pledged in favor of the
Administrative Agent pursuant to the Security Agreement or (ii) at the
time of acquisition of such Subsidiary by the Borrower, the entering into of a
Borrower Subsidiary Joinder Agreement by such Subsidiary (and its Subsidiaries)
would violate any provision of applicable law or any agreement to which such
Subsidiary is a party, provided that if at any time thereafter such
Subsidiary (or any of its Subsidiaries) shall cease to be subject to the
prohibitions referred to in this clause (ii), the Borrower will take such
action, and will cause each of its Subsidiaries to take such action, promptly
to ensure that such Subsidiary (and/or the relevant Subsidiary or Subsidiaries
of such Subsidiary) become “Subsidiary Guarantors” hereunder and/or “Obligors”
under the Security Documents, as applicable, and in that connection to satisfy
the Collateral and Guarantee Requirement (and the Administrative Agent is
hereby authorized, without further approval of the Lenders, to enter into such
amendments to the Security Agreement, if any, or any joinder or other agreement
relating thereto as shall be necessary to give effect to the foregoing).


 


(b)           Ownership of Subsidiaries.  The Borrower will, and will cause each of its
Subsidiaries to, take such action from time to time as shall be necessary to
ensure that each of its Subsidiaries is (i) if such Subsidiary is a
Non-Media Subsidiary, at least a majority-owned Subsidiary and (ii) otherwise,
a Wholly Owned Subsidiary.  In the event
that any additional Capital Stock shall be issued by any Subsidiary (other than
by any Subsidiary the Capital Stock of which is not required to be pledged
pursuant to Section 6.09(a)), the respective Obligor agrees forthwith to
deliver to the Administrative Agent pursuant to the Security Agreement the
certificates (if any) evidencing such Capital Stock, accompanied by undated
stock or other similar powers executed in blank and to take such other action
as the Administrative Agent shall request to perfect the security interest
created therein pursuant to the Security Agreement.


 


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(c)           Unrestricted Subsidiaries.  Without limiting the Collateral and Guarantee
Requirement, from and after the Fourth Restatement Effective Date, the Borrower
shall, and shall cause each of its Subsidiaries (which for this purpose shall
include Unrestricted Subsidiaries) to, pledge the Capital Stock of each
Unrestricted Subsidiary (which shall include each Subsidiary thereof) pursuant
to the Security Agreement and, in that connection, shall deliver to the
Administrative Agent all certificates or other instruments (if any)
representing such Capital Stock, together with stock powers or other
instruments of transfer with respect thereto endorsed in blank or take such
other action to effect a valid pledge over such Capital Stock to the
Administrative Agent (and the Administrative Agent is hereby authorized,
without further approval of the Lenders, to enter into such amendments to the
Security Agreement, if any, or any joinder or other agreement relating thereto
as shall be necessary to give effect to the foregoing), unless such pledge
would violate any provision of applicable law or any agreement to which the
Borrower or any such Subsidiary is a party; provided that if at any time
such pledge with respect to the Capital Stock of any such Unrestricted
Subsidiary shall cease to violate any provision of applicable law or any such
agreement, the Borrower will take such action promptly to effect such pledge in
accordance with the provisions of this paragraph.


 


SECTION 6.10               Designated SBG Subsidiaries.


 


(a)           Designation.  The Holding Company and the Borrower may, at
any time or from time to time upon not less than five Business Days’ notice to
the Administrative Agent (or such shorter period which is acceptable to the
Administrative Agent), designate any Subsidiary of the Holding Company (other
than the Borrower or any of its directly and indirectly owned Subsidiaries)
(including any newly acquired or newly formed Subsidiary of the Holding
Company) to be a “Designated SBG Subsidiary” for purposes of this
Agreement.  The designation by the
Holding Company of any Subsidiary of the Holding Company as a Designated SBG
Subsidiary hereunder shall be effective subject to satisfaction of the
following conditions: (i) immediately before and after giving effect to
such designation, no Default shall have occurred or be continuing,
(ii) except as provided in the last paragraph of paragraph (b) of
this Section, such Subsidiary shall have complied with the requirements of the
first paragraph of such paragraph (b) and (iii) the Administrative
Agent shall have received a certificate of a senior officer of the Holding
Company and the Borrower certifying that the conditions to the designation of
such Designated SBG Subsidiary under this Section have been satisfied.


 


(b)           SBG Subsidiary Guarantors.  Subject to the immediately succeeding
paragraph, the Holding Company will cause each Designated SBG Subsidiary to
(i) become a “Subsidiary Guarantor” hereunder and an “Obligor” under the
Security Agreement pursuant to a SBG Subsidiary Joinder Agreement, duly
completed and executed by such Designated SBG Subsidiary (and each of its
Subsidiaries), the Holding Company and the Borrower, (ii) deliver certificates
(if any) of ownership interests of such Designated SBG Subsidiary and each of
its Subsidiaries in each case accompanied by undated stock or other similar
powers executed in blank, pursuant to the Security Agreement and
(iii) deliver such proof of corporate action, incumbency of officers,
opinions of counsel and other documents as is consistent with those delivered
by each Obligor pursuant to Section 5.01 on the Fourth Restatement
Effective Date or as the Administrative Agent shall have requested.


 


Notwithstanding the foregoing, any Designated
SBG Subsidiary that is a Non-Media Subsidiary (and its Non-Media Subsidiaries,
if any) shall not be required to become a “Subsidiary Guarantor” hereunder or
an “Obligor” under the Security Documents, so long as the following


 


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requirements are satisfied:  (i) (A) such Subsidiary is not
liable, directly or indirectly, with respect to any Indebtedness other than
Non-Recourse Indebtedness and has not guaranteed or otherwise provided credit
support at the time of such designation for any Indebtedness of the Borrower or
any of its Subsidiaries (other than the Subsidiaries of such Subsidiary) and
(B) such Subsidiary is directly owned by a Guarantor hereunder which is a
Wholly Owned Subsidiary and the Capital Stock of such Guarantor has been
pledged in favor of the Administrative Agent pursuant to the Security Agreement
or (ii) at the time of acquisition of such Subsidiary by the Holding
Company, the entering into of a SBG Subsidiary Joinder Agreement by such
Subsidiary (and its Subsidiaries) would violate any provision of applicable law
or any agreement to which such Subsidiary is a party, provided that if
at any time thereafter such Subsidiary (or any of its Subsidiaries) shall cease
to be subject to the prohibitions referred to in this clause (ii), the
Holding Company will take such action, and will cause each of its Subsidiaries
to take such action, promptly to ensure that such Subsidiary (and/or the
relevant Subsidiary or Subsidiaries of such Subsidiary) become “Subsidiary
Guarantors” hereunder and/or “Obligors” under the Security Documents, as
applicable, and promptly to effect such pledge and otherwise satisfy the
Collateral and Guarantee Requirement with respect thereto (and the
Administrative Agent is hereby authorized, without further approval of the
Lenders, to enter into such amendments to the Security Agreement, if any, or
any joinder or other agreement relating thereto as shall be necessary to give
effect to the foregoing).


 


(c)           Removal.  The Holding Company and the Borrower may, at
any time or from time to time upon not less than five Business Days’ notice to
the Administrative Agent (or such shorter period which is acceptable to the
Administrative Agent), remove any Designated SBG Subsidiary as a “Subsidiary”
and, in the case of any SBG Subsidiary Guarantor, a Guarantor and an Obligor
hereunder and under the other Loan Documents if all of the following conditions
apply as of the date specified for the effectiveness of such removal:
(i) immediately before and after giving effect to such removal, no Default
shall have occurred or be continuing; (ii) after giving effect to such
removal, such Designated SBG Subsidiary is not liable, directly or indirectly,
with respect to any Indebtedness other than Non-Recourse Indebtedness and has
not guaranteed or otherwise provided credit support at the time of such removal
for any Indebtedness of the Borrower or any of its Subsidiaries; (iii) any
Investment in such Designated SBG Subsidiary made as a result of such removal
shall not violate the provisions of Section 7.07 (as if such Investment
were deemed made at the time of such removal); (iv) such removal shall be
treated as a Disposition of the assets of such Designated SBG Subsidiary and
shall not violate the provisions of Section 7.05(c) or Section 7.09
(as if such Disposition were deemed made at the time of such removal); and
(v) any such removal shall be evidenced to the Administrative Agent by
furnishing the Administrative Agent a senior officer’s certificate of the
Holding Company and the Borrower certifying that such removal complies with the
foregoing conditions.  Upon the
satisfaction of such conditions, such Designated SBG Subsidiary (and each of
its Subsidiaries) shall cease to be a “Subsidiary” hereunder and, in the case
of any SBG Subsidiary Guarantor, a “Subsidiary Guarantor” and an “Obligor”
hereunder and under the other Loan Documents and shall be released from all
(and shall cease to have any) obligations as such hereunder and under the other
Loan Documents.


 


(d)           Ownership of Designated SBG
Subsidiaries.  The Holding Company
will take such action, and will cause each Designated SBG Subsidiary, so long
as it shall remain a Designated SBG Subsidiary hereunder, to take such action
from time to time as shall be necessary to ensure that such Designated SBG
Subsidiary (and each of its Subsidiaries) is (i) if such Designated SBG
Subsidiary (and each of its Subsidiaries) is a Non-Media Subsidiary, at least a
majority-owned Subsidiary of the Holding Company and (ii) otherwise, a
Wholly Owned Subsidiary of the Holding Company.


 


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(e)           Stock Pledges of Additional
Holding Company Subsidiaries. 
Without limiting the Collateral and Guarantee Requirement (but subject
to Section 6.10(b), as applicable), from and after the Fourth Restatement
Effective Date, the Holding Company shall pledge the Capital Stock of each
Subsidiary (in addition to the Borrower and the Designated SBG Subsidiaries)
directly owned by the Holding Company (other than any Excluded Holding Company
Subsidiary) pursuant to the Security Agreement and, in that connection, shall
deliver to the Administrative Agent all certificates or other instruments (if
any) representing such Capital Stock, together with stock powers or other
instruments of transfer with respect thereto endorsed in blank or take such
other action to effect a valid pledge over such Capital Stock to the
Administrative Agent (and the Administrative Agent is hereby authorized,
without further approval of the Lenders, to enter into such amendments to the
Security Agreement, if any, or any joinder or other agreement relating thereto
as shall be necessary to give effect to the foregoing), unless such pledge would
violate any provision of applicable law or any agreement to which the Holding
Company or any such Subsidiary is a party; provided that if at any time (i) any
such Subsidiary that is an Excluded Holding Company Subsidiary and the Capital
Stock of which is not pledged pursuant to the Security Agreement shall cease to
be an Excluded Holding Company Subsidiary for any reason or (ii) such
pledge with respect to the Capital Stock of any such Subsidiary shall cease to
violate any provision of applicable law or any such agreement, the Holding
Company will take such action promptly to effect such pledge in accordance with
the provisions of this paragraph.


 


SECTION 6.11               Collateral and Guarantee
Requirement; Further Assurances.


 


(a)           The Holding Company will, and the
Borrower will, and shall cause each of its Subsidiaries to, cause the
Collateral and Guarantee Requirement to be and remain satisfied at all times,
all at the expense of the Borrower, and execute any and all documents,
financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture
filings, Mortgages and other documents and recordings of Liens in stock
registries) that may be required under any applicable law, or that the
Administrative Agent may reasonably request, in connection therewith and
provide to the Administrative Agent, from time to time upon reasonable request,
evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Liens created or intended to be created by the
Security Documents and otherwise as to the compliance with the Collateral and
Guarantee Requirement, and in that connection:


 


(i)            the
Borrower will, and will cause each of its Subsidiaries to, grant to the
Administrative Agent security interests and mortgages in all of its owned or
leased Real Property acquired or leased after the Fourth Restatement Effective
Date and satisfy the requirements of clause (e) of the definition of
Collateral and Guarantee Requirement with respect to each such Real Property
within 90 days after the date such Real Property is acquired or leased by the
Borrower or any Subsidiary; provided that, notwithstanding the
foregoing, unless the Administrative Agent shall otherwise request in its sole
discretion, the Borrower shall not be required to grant a mortgage Lien on any
such owned or leased Real Property having a value (as reasonably determined by
the Borrower) of less than $1,000,000 at the time of such acquisition or lease
and as to which the Borrower shall have certified to the Administrative Agent
in writing that such property is not essential to the operation of any Station
or otherwise to the business of the Borrower or any Subsidiary promptly
following such acquisition or lease (each, an “Excluded Real Property”)
(provided that if at any time thereafter such property shall cease to be
Excluded Real Property, the Borrower will take


 


88

















 


such action, and will cause each of its Subsidiaries
to take such action, promptly to satisfy the Real Estate Collateral Requirement
with respect to such Real Property);


 


(ii)           if
any Person becomes a direct or indirect Subsidiary of the Borrower after the
Fourth Restatement Effective Date, the Borrower will promptly after the date
such Person becomes a Subsidiary notify the Administrative Agent thereof and,
within 30 days after the date such Person becomes a Subsidiary, cause the
Collateral and Guarantee Requirement to be satisfied with respect to such
Subsidiary; and


 


(iii)          the
Borrower will cause each Obligor to deliver supplements to the relevant annexes
to the Security Agreement listing any newly acquired intellectual property that
is registered in the United States Copyright Office or the United States Patent
and Trademark Office (collectively, “US Registered IP”) and to take all
such further actions (including entering into short-form intellectual property
security agreements with respect thereto and providing evidence as to the
completion of filing (or arrangements satisfactory to the Administrative Agent
for filing) with the United States Copyright Office or the United States Patent
and Trademark Office against the relevant intellectual property covered by such
security agreements) that the Administrative Agent may reasonably request in
connection therewith; provided that this clause (iii) shall not
apply with respect to newly acquired intellectual property that is not US
Registered IP or that is not otherwise required to be specifically identified
in order to maintain a first priority perfected Lien with respect thereto.


 


(b)           The Borrower will, in the case of any
Obligor, furnish to the Administrative Agent prompt written notice of any
change in such Obligor’s (i) corporate or organization name, (ii) identity
or organizational structure or (iii) organizational identification number;
provided that no Obligor shall effect or permit any such change unless
all filings have been made, or will have been made within any statutory period,
under the UCC or otherwise that are required in order for the Administrative
Agent to continue at all times following such change to have a valid, legal and
perfected security interest in all of the Collateral for the benefit of the
Secured Parties.


 


SECTION 6.12               Post-Effective Date Matters.  The Holding Company and the
Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver
the documents and complete the actions referred to in clause (d) of
the definition of “Collateral and Guarantee Requirement”, in each case within
the time periods provided therein.


 


SECTION 6.13               Tender Offer.


 


(a)           The Borrower will use its best
efforts to consummate the Tender Offer with respect to all of the Holding
Company Convertible Notes tendered thereunder no later than November 5,
2009 (or such later date to which the Tender Offer may be extended by the
Borrower in good faith) (and, upon the consummation thereof, the Borrower shall
promptly notify in writing the Administrative Agent of the completion of the
Tender Offer Transactions).


 


(b)           As of the Fourth Restatement
Effective Date, the Borrower shall deposit the Initial Second Priority Proceeds
(less the portion thereof to be used, together with the proceeds of the Tranche
B Term Loans and the Tranche B-1 Term Loans, to make the payments provided for
in Section 5.01(f)) directly into the Initial Second Priority Debt
Proceeds Collateral Account; provided that, at any time after the Fourth
Restatement Effective Date, so long as no Default shall have occurred and be
continuing, the funds from the Initial Second Priority Debt Proceeds Collateral


 


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Account shall be available
to be withdrawn at the request of the Borrower to the Administrative Agent
solely (but for no other purpose) (i) to purchase the Holding Company
Convertible Notes pursuant to the consummation of the Tender Offer and
(ii) if any Holding Company Convertible Notes remain outstanding after
consummation of the Tender Offer, (A) to repurchase, redeem, defease, retire or acquire for
value or pay the principal of any
of the remaining Holding Company Convertible Notes or (B) to make payment
of cash dividends or distributions to the Holding Company in an amount
sufficient to enable the Holding Company to repurchase, redeem, defease,
retire, acquire for value or pay the principal of any such Holding Company
Convertible Notes (provided that such payments are applied directly to such
repurchase, redemption, defeasance, retirement, acquisition for value or
payment of principal); provided  further
that (A) following the expiration of the put rights of the holders of the
Holding Company 3.00% Convertible Notes on May 15, 2010 and/or the holders
of the Holding Company 4.875% Convertible Notes on January 15, 2011 (but
excluding any other put rights thereunder), to the extent that any such holders
do not exercise such put rights pursuant to the terms thereof, within 120 days
after the expiration of such put rights, the Borrower shall apply the portion
of the balance held in the Initial Second Priority Debt Proceeds Collateral
Account that it does not require to satisfy any such remaining put rights (or,
upon expiration of all such put rights, the entire remaining balance held
therein) (x) so long as no Default shall have occurred and be continuing
or would result therefrom, to purchase, repurchase, redeem, prepay or otherwise
acquire for value any of the Other Debt and/or (y) to prepay the Tranche B
Term Loans and (if any) the Incremental Loans in the order specified in Section 2.09(b)(iii);
and (B) prior to any request for withdrawal of funds by the Borrower from
the Initial Second Debt Priority Proceeds Collateral Account, the Borrower
shall provide a certificate signed by a senior officer of the Borrower to the
Administrative Agent certifying as to the use of such funds and that such use
is permitted under this Section.


 


ARTICLE VII




NEGATIVE COVENANTS


 


Until the Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable
hereunder have been paid in full and all Letters of Credit have expired or
terminated and all LC Disbursements shall have been reimbursed, each of the
Borrower (other than with respect to Section 7.18) and the Holding Company
(solely with respect to each of the Designated SBG Subsidiaries and Section 7.18)
covenants and agrees with the Lenders that:


 


SECTION 7.01               Indebtedness.  The Borrower will not, nor
will it permit any of its Subsidiaries to, create, incur, assume or permit to
exist any Indebtedness, except:


 


(a)           Indebtedness to the Lenders hereunder (including in
respect of Incremental Loans) and under the other Loan Documents;


 


(b)           Indebtedness outstanding on the Fourth Restatement
Effective Date and identified in Schedule 7.01(b);


 


(c)           Indebtedness of Subsidiaries of the Borrower owing to the
Borrower or to other Subsidiaries of the Borrower and Indebtedness of the
Borrower owing to any of the Designated SBG Subsidiaries; provided that
any Indebtedness of the Borrower owing to any Subsidiary that is not a
Guarantor (i) shall be made pursuant to an intercompany note in the form
and substance satisfactory to the Administrative Agent and shall be
subordinated in


 


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right of payment from and
after such time as the Loans shall become due and payable (whether at maturity,
acceleration or otherwise) to the payment and performance of the Obligations
and (ii) that is disposed, pledged or transferred (other than a disposition,
pledge or transfer to a wholly-owned Subsidiary or a pledge to benefit the
Secured Parties or the holders of the Initial Second Priority on a
second-priority basis) will be deemed to be Indebtedness not permitted by this
clause (c);


 


(d)           Subordinated Film Indebtedness of the Borrower and its
Subsidiaries in an aggregate principal amount not exceeding $10,000,000 at any
one time outstanding, provided that the terms and conditions of each
agreement or instrument evidencing or governing such Indebtedness shall be
satisfactory to the Administrative Agent;


 


(e)           Guarantees by one or more of the Borrower and the
Subsidiary Guarantors (other than License Subsidiaries) of the obligations of
other Persons (including Affiliates); provided that the aggregate principal
amount of Indebtedness so guaranteed shall not exceed $10,000,000 at any one
time outstanding;


 


(f)            Indebtedness (including Indebtedness of the Receivables
Subsidiary) incurred in connection with any Receivables Financing on terms
satisfactory to the Administrative Agent, provided that, after giving
effect thereto, the aggregate face amount of Receivables of the Borrower and
its Subsidiaries (other than any Receivables Subsidiary) that have not been
sold or financed shall be at least $10,000,000;


 


(g)           (i) any refinancing of Capital Lease Obligations of
the Borrower or any of its Subsidiaries identified in Schedule 7.01(b) with
other Capital Lease Obligations of the Borrower or any of its Subsidiaries, provided
that the principal amount of such other Capital Lease Obligations shall not
exceed the principal amount of the Capital Lease Obligations being refinanced;
and (ii) Indebtedness incurred after the Fourth Restatement Effective Date
in respect of additional Capital Lease Obligations in respect of leases with
respect to buildings, broadcast towers or equipment of the Borrower or any of
its Subsidiaries, provided that the aggregate principal amount of such
Indebtedness permitted under this clause (g)(ii) shall not exceed
$50,000,000 at any one time outstanding;


 


(h)           additional unsecured Indebtedness of the Borrower in an
aggregate principal amount not exceeding $100,000,000 at any one time
outstanding, provided that no Default shall have occurred and be
continuing at the time of incurrence of such Indebtedness or would result
therefrom;


 


(i)            the Initial Second Priority Debt in an aggregate original
principal amount not exceeding $500,000,000 at any one time outstanding; provided
that (i) such Indebtedness is secured by the Collateral on a second lien
basis (and subject to the terms of the Second Lien Intercreditor Agreement) to
the Liens securing the Obligations and is not secured by any property of the
Borrower, the Holding Company or any of their respective Subsidiaries other
than the Collateral, (ii) such Indebtedness does not mature or have
scheduled amortization or payments of principal (including prepayments,
redemptions or sinking fund or like payments) prior to the eighth anniversary
from the date of incurrence thereof (other than prepayment or redemption
requirements as a result of asset sales or change of control provisions),
(iii) the other terms and conditions of such Indebtedness (other than
interest rate and redemption premium) shall not be more restrictive on the
Borrower and 


 


91

















 


its Subsidiaries than the
terms and conditions found in second lien debt of a similar type issued by
similar issuers under Rule 144A or in a public offering (provided
that in any event such other terms or conditions shall be less restrictive on
the Borrower and its Subsidiaries than the provisions of this Agreement),
(iv) the security agreements relating to such Indebtedness are
substantially the same as the Security Documents (with such differences as are
reasonably satisfactory to the Administrative Agent), (v) such
Indebtedness is not guaranteed by any Person other than the Guarantors,
(vi) the Second Lien Intercreditor Agreement shall have been entered into
by the parties thereto, including a Representative acting on behalf of the
holders of such Indebtedness, (vii) no Default shall have occurred and be
continuing at the time of incurrence of such Indebtedness or would result
therefrom and (viii) the Initial Second Priority Debt Proceeds shall be
deposited into the Initial Second Priority Debt Proceeds Collateral Account to
the extent required under Section 6.13(b) and thereafter used solely
as permitted therein and the balance thereof shall be used to prepay the “Loans”
under (and as defined in) the Existing Credit Agreement as of the Fourth
Restatement Effective Date and other amounts as contemplated under Section 5.01(f);
and


 


(j)            any Permitted Second Priority Refinancing Debt, Permitted
Senior Unsecured Refinancing Debt or Permitted Subordinated Refinancing Debt incurred
after the Fourth Restatement Effective Date; provided that (i) the
principal amount (or accreted value, if applicable) thereof does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness so
refinanced except by an amount equal to unpaid accrued interest and premium
thereon plus other reasonable amounts paid (including original issue discount),
and fees and expenses reasonably incurred, in connection therewith,
(ii) no Default shall have occurred and be continuing at the time of
incurrence of such Indebtedness or would result therefrom, (iii) with
respect to the incurrence of any Permitted Second Priority Debt, after giving
effect thereto, (A) the Total Indebtedness Ratio will not exceed, at any
time (x) from the Fourth Restatement Effective Date through and including June 29,
2010, 8.25 to 1.00, (y) from and including June 30, 2010 through and
including December 30, 2012, 8.00 to 1.00 and (y) thereafter, 7.75 to
1.00 and (B) the Secured Indebtedness Ratio will not exceed 5.50 to 1.00
(in each case, determined on a pro forma basis as of the date of incurrence of
such Indebtedness as if such Indebtedness had been outstanding on the last day
of the most recent period of four consecutive fiscal quarters of the Borrower),
(iv) with respect to the incurrence of any Permitted Senior Unsecured
Refinancing Debt or Permitted Subordinated Refinancing Debt, the Borrower shall
be in compliance with the Total Indebtedness Ratio under Section 7.11(c) (determined
on a pro forma basis as of the date of incurrence of such Indebtedness as if
such Indebtedness had been outstanding on the last of the most recent period of
four consecutive fiscal quarters of the Borrower), (v) (subject to clause (vi) below)
the proceeds of any such Indebtedness shall be used solely for the purchase,
repurchase, redemption, defeasance, retirement, refinancing or payment (each a “refinancing”)
of the 8% Senior Subordinated Notes and/or the Holding Company Convertible
Debentures; and (vi) in the case of a refinancing of the Holding Company
Convertible Debentures, concurrently with such refinancing, (A) if such
refinancing is effected directly by the Borrower, the Borrower shall dividend,
distribute or transfer any Holding Company Convertible Debentures acquired by
it in connection with such refinancing to the Holding Company for immediate
retirement and cancellation and (B) if such refinancing is effected
directly by the Holding Company, the Borrower shall make payments of cash
dividends or distributions to the Holding Company of the net cash proceeds of
such Indebtedness to the extent necessary to effect such refinancing and the
Holding Company will apply such payments directly to such refinancing.


 


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SECTION 7.02               Liens.  The Borrower will not, nor
will it permit any of its Subsidiaries to, create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or
rights in respect of any thereof, except:


 


(a)           Liens created pursuant to the Security Documents;


 


(b)           Liens imposed by any Governmental Authority for taxes,
assessments or charges not yet due or which are being contested in good faith
and by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Borrower or any of its Subsidiaries, as the case
may be, in accordance with GAAP;


 


(c)           carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business
which are not overdue for a period of more than 30 days or which are being
contested in good faith and by appropriate proceedings and Liens securing
judgments but only to the extent for an amount and for a period not resulting
in an Event of Default under clause (j) of Article VIII;


 


(d)           pledges or deposits under worker’s compensation,
unemployment insurance and other social security legislation;


 


(e)           deposits to secure the performance of bids, trade contracts
(other than for borrowed money), leases, statutory obligations, surety and
appeal bonds, performance bonds and other obligations of a like nature incurred
in the ordinary course of business;


 


(f)            easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and encumbrances
consisting of zoning restrictions, easements, licenses, restrictions on the use
of property or minor imperfections in title thereto which, in the aggregate,
are not material in amount, and which do not in any case materially detract
from the value of the property subject thereto or interfere with the ordinary
conduct of the business of the Borrower or any of its Subsidiaries;


 


(g)           Liens on the Capital Stock of Cunningham owned by Carolyn
C. Smith acquired by the Borrower or any of its Subsidiaries pursuant to the
exercise of the Cunningham Options, to the extent such Liens are in existence
on the date of such acquisition;


 


(h)           Liens on the property of the Borrower and the Subsidiary
Guarantors securing Guarantees permitted under Section 7.01(e);


 


(i)            Liens resulting from the defeasance (but only to extent
permitted under Section 7.12) of any Other Debt in accordance with the
terms thereof;


 


(j)            Liens upon real and/or personal property existing on the
Fourth Restatement Effective Date, provided that the aggregate
Indebtedness and/or other obligations secured thereby shall not exceed
$15,000,000;


 


(k)           additional Liens upon real and/or personal property
created after the date hereof, provided that the aggregate Indebtedness
and/or other obligations secured 


 


93

















 


thereby and incurred on and
after the date hereof shall not exceed $10,000,000 in the aggregate at any one
time outstanding;


 


(l)            Liens (if any) created in connection with any Receivables
Financing permitted under Section 7.01(f);


 


(m)          any extension, renewal or replacement of any Lien under any
of the foregoing clauses, provided that the Liens permitted under this
clause (m) shall not be spread to cover any additional Indebtedness or
property (other than a substitution of like property); and


 


(n)           Liens on the Collateral securing the Initial Second
Priority Debt permitted under Section 7.01(i) and securing any
Permitted Second Priority Refinancing Debt permitted under Section 7.01(j).


 


SECTION 7.03               Mergers, Consolidations, Etc.  The Borrower will not, nor
will it permit any of its Subsidiaries to, enter into any transaction of merger
or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), except:


 


(a)           any Subsidiary may be merged or consolidated with or into
any other Subsidiary; provided that:


 


(i)            if any such transaction shall be
between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary
shall be the continuing or surviving entity;


 


(ii)           if any such transaction shall be
between a Subsidiary Guarantor and a Subsidiary not a Subsidiary Guarantor, and
such Subsidiary Guarantor is not the continuing or surviving entity, then the
continuing or surviving entity shall have assumed all of the obligations of
such Subsidiary Guarantor hereunder and under the other Loan Documents;


 


(b)           any License Subsidiary may be merged or consolidated with
or into (i) any other License Subsidiary or (ii) a newly formed
Subsidiary of the Borrower (which may be organized as a limited liability
company) established for the purpose of becoming a License Subsidiary, provided
that such newly formed Subsidiary (x) if it is the continuing or surviving
entity, it shall have assumed all of the obligations of such Subsidiary
hereunder and under the other Loan Documents and (y) shall be in
compliance with Section 7.14;


 


(c)           any Subsidiary may be merged or consolidated with or into
any other Person to effect an Acquisition permitted under Section 7.04, provided
that the continuing or surviving entity shall be a Subsidiary of the Borrower
and, if not a Subsidiary Guarantor prior to such merger or consolidation, such
continuing or surviving entity shall have assumed all of the obligations of
such Subsidiary hereunder and under the Loan Documents; and


 


(d)           any Subsidiary of the Borrower may be merged or
consolidated with or into the Borrower, provided that the Borrower shall
be the continuing or surviving entity.


 


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SECTION 7.04  Acquisitions.  The Borrower will not, nor
will it permit any of its Subsidiaries to, acquire any business or property
from, or Capital Stock of, or be a party to any acquisition of, any Person, or
acquire any option to make any such acquisition, except:


 


(a)           purchases of inventory, programming rights and other
property to be sold or used in the ordinary course of business;


 


(b)           Investments permitted under Section 7.07;


 


(c)           Restricted Payments permitted under Section 7.08;


 


(d)           Capital Expenditures of the Borrower and its Subsidiaries;


 


(e)           the Borrower and its Subsidiaries may consummate any
Acquisition (including the exercise of the Cunningham Options), provided
that, if applicable:


 


(i)            the aggregate consideration for all
Acquisitions permitted under this clause (e) and consummated after
the Fourth Restatement Effective Date shall not exceed $100,000,000;


 


(ii)           both immediately prior to and after
giving effect to such Acquisition, no Default shall have occurred and be
continuing (and, in the case of such Acquisition, the Borrower shall be at
least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at
such time, calculated on a pro forma basis as if such Acquisition had been
consummated on the first day of the relevant period);


 


(iii)          each assignment or transfer of control
of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have
been approved by:


 


(A)          an Initial FCC Order, if the aggregate consideration for
such Acquisition and all Acquisitions permitted under this clause (e) and consummated
after the Fourth Restatement Effective Date which have not been approved by a
Final FCC Order is equal to or less than $50,000,000 in the aggregate; or


 


(B)           a Final FCC Order, in all other cases (including the
exercise of the Cunningham Options);


 


(iv)          if the Administrative Agent or the
Required Lenders shall have so requested, the Administrative Agent shall have
received an opinion of FCC counsel satisfactory to the Administrative Agent or
the Required Lenders, as the case may be, in its (or their) reasonable judgment
to the effect that such transfer shall have been so approved by an Initial FCC
Order or a Final FCC Order, as the case may be, and that such Broadcast
Licenses have been validly assigned to the Borrower or such Subsidiary;


 


(v)           if the Aggregate Consideration for
such Acquisition is equal to or greater than $15,000,000, the Borrower shall
furnish to the Lenders a certificate showing calculations (after giving effect
to borrowings and prepayments hereunder to 


 


95

















 


be
made on such date and calculated on a pro forma basis as if such Acquisition
had been consummated on the first day of the period of four fiscal quarters of
the Borrower ending on or most recently ended prior to such date) in reasonable
detail that demonstrate that such Acquisition will not result in a Default
under Section 7.11;


 


(vi)          if the Aggregate Consideration for
such Acquisition is equal to or greater than $15,000,000, no later than the
date falling ten Business Days (or such shorter period as the Administrative
Agent may agree) prior to the date that such Acquisition is consummated, the
Borrower shall have delivered to the Administrative Agent drafts or executed
counterparts of such of the respective agreements or instruments (including
Program Services Agreements) pursuant to which such Acquisition is to be
consummated (together with any related option or other material agreements),
any schedules or other material ancillary documents to be executed or delivered
in connection therewith, all of which shall be satisfactory in form and
substance to the Administrative Agent; and


 


(vii)         promptly following request therefor,
copies of such information or documents relating to such Acquisition as the
Administrative Agent or any Lender (through the Administrative Agent) shall
have reasonably requested; and


 


(f)            the acquisition of property in connection with any
exchanges permitted under Section 7.05.


 


SECTION 7.05               Dispositions.  The Borrower will not, nor
will it permit any of its Subsidiaries to, without the prior written consent of
the Required Lenders, convey, sell, lease, transfer or otherwise dispose of, in
one transaction or a series of transactions, all or a substantial part of its
business or property, whether now owned or hereafter acquired including
receivables and leasehold interests, except:


 


(a)           the Disposition of any inventory or other property in the
ordinary course of business and on ordinary business terms;


 


(b)           the Disposition of obsolete or worn-out property, tools or
equipment no longer used or useful in its business so long as the amount
thereof sold in any single fiscal year by the Borrower and its Subsidiaries
shall not have a fair market value in excess of $10,000,000;


 


(c)           the Borrower or any of its Subsidiaries may dispose of
assets (including by way of an exchange for assets of equal or greater value,
as determined in good faith by the Board of Directors of the Borrower or such
Subsidiary), including assets relating to any Owned Station that is a
television broadcasting station or a radio broadcasting station (or the Capital
Stock of the Subsidiary of the Borrower that owns such assets if such
Subsidiary does not own property related to any other Owned Station not
included in such Disposition), provided that:


 


(i)            both immediately prior to such
Disposition and, after giving effect thereto, no Default shall have occurred
and be continuing;


 


96

















 


(ii)           such Disposition is a sale to any
Person for cash or in exchange for assets, in each case. in an amount not less
than the fair market value of the assets being disposed of;


 


(iii)          in the case of the Disposition
(including an exchange) of assets relating to any Owned Station that is a
television broadcasting station or a radio broadcasting station (or the Capital
Stock of the Subsidiary of the Borrower that owns such assets if such
Subsidiary does not own property related to any other Owned Station not
included in such Disposition):


 


(A)          the EBITDA Percentage attributable to such assets together
with the EBITDA Percentage attributable to all other such assets sold or
exchanged pursuant to this clause (iii) during the immediately preceding twelve
month period shall not exceed 15%;


 


(B)           the EBITDA Percentage attributable to all other such
assets sold or exchanged pursuant to this clause (iii) since the
Fourth Restatement Effective Date shall not exceed 35%;


 


(C)           in the case of any such exchange of assets, the
acquisition of such assets of such Person pursuant to such exchange shall
comply with the provisions of Section 7.04(e); and


 


(D)          the Borrower shall have furnished to the Lenders, not later
than the date falling five Business Days (or such shorter period as the
Administrative Agent may agree) prior to the date of such Disposition a
certificate in form and detail satisfactory to the Administrative Agent stating
(and setting forth calculations in reasonable detail demonstrating) the
EBITDA Percentage attributable to such Disposition and all other such
assets so sold or exchanged for the relevant periods under clauses (A) and
(B) above; and


 


(iv)          the Borrower shall have furnished to
the Lenders such other information or documents relating to such Disposition as
the Administrative Agent or any Lender or Lenders (through the Administrative
Agent) shall have reasonably requested; and


 


(d)           the Borrower or any of its Subsidiaries may dispose of
additional property for fair market value, provided that the aggregate
fair market value of such additional property disposed of by the Borrower and
its Subsidiaries in any fiscal year shall not exceed $25,000,000;


 


(e)           the Borrower and its Subsidiaries may transfer Receivables
in connection with any Receivables Financing permitted under Section 7.01(f);


 


(f)            any Subsidiary of the Borrower may sell, lease, transfer
or otherwise dispose of any or all of its property to the Borrower or a Wholly
Owned Subsidiary of the Borrower (other than a License Subsidiary); provided
that if any such sale is by a Subsidiary Guarantor to another Subsidiary which
is not a Subsidiary Guarantor, then such Subsidiary 


 


97

















 


shall have become a “Subsidiary
Guarantor” hereunder and assumed all of the obligations of such Subsidiary
Guarantor hereunder and under the other Loan Documents; and


 


(g)           the Notes Transfer; provided the Specified
Conditions shall have been satisfied on or prior to the date of the Separation
Transaction.


 


SECTION 7.06               Lines of Business.  The Borrower will not permit
at any time EBITDA for the most recent period of twelve consecutive full
calendar months derived from (a) the business of owning and operating the
Stations (and related retransmission facilities), (b) the commercial
utilization of frequencies licensed, granted or leased to the Borrower or any
of its Subsidiaries by the FCC, any other Governmental Authority or any other
Person in connection with the television or radio broadcasting businesses and/or
(c) the business of managing and/or consulting to television stations
other than the Owned Stations, to less than 66-2/3% of EBITDA for such period.


 


SECTION 7.07               Investments.  The Borrower will not, nor
will it permit any of its Subsidiaries to, make or permit to remain outstanding
any Investments except:


 


(a)           operating deposit accounts with banks;


 


(b)           Permitted Investments;


 


(c)           (i) Investments by the Borrower and its Subsidiaries
in Capital Stock of Subsidiaries of the Borrower (other than any Excluded
Non-Media Subsidiaries) and (ii) advances by the Borrower and its
Subsidiaries to any of the Subsidiary Guarantors, and advances by any of the
Designated SBG Subsidiaries to the Borrower, in the ordinary course of business
permitted to be incurred by Section 7.01(c);


 


(d)           Investments outstanding on the Fourth Restatement
Effective Date (other than Investments permitted under clauses (a), (b) and (c) of
this Section) and identified in Schedule 4.14(b);


 


(e)           the acquisition of the Capital Stock of Persons or the
formation of Wholly Owned Subsidiaries of the Borrower for the acquisition of
Capital Stock of Persons, resulting in such Persons becoming Wholly Owned
Subsidiaries of the Borrower, in each case for the purpose of enabling the
Borrower and its Subsidiaries to consummate acquisitions permitted by Section 7.04;


 


(f)            Guarantees by Subsidiary Guarantors of Indebtedness of
the Borrower to the extent such guarantees are permitted under Section 7.01;


 


(g)           Guarantees permitted under Section 7.01(e);


 


(h)           Investments by the Borrower and its Subsidiaries in any
Receivables Subsidiary in connection with any Receivables Financing permitted
under Section 7.01(f);


 


(i)            additional Investments not exceeding $5,000,000 in the
aggregate made after the Fourth Restatement Effective Date, provided
that no Default shall have occurred and be continuing at the time of the making
of each such Investment or would result therefrom;


 


98

















 


(j)            Investments by the Borrower or any of its Subsidiaries
not exceeding $13,500,000 in the aggregate with respect to payments required to
be made after the Fourth Restatement Effective Date with respect to purchase
options in existence on such date relating to the purchase of Stations by the
Borrower and its Subsidiaries; provided that no Default shall have
occurred and be continuing at the time of the making of each such Investment or
would result therefrom;


 


(k)           the consummation of the Tender Offer Transactions;


 


(l)            the purchase, repurchase, redemption, defeasance,
retirement or refinancing in full by the Borrower of the 8% Senior Subordinated
Notes with (i) the proceeds of Indebtedness permitted under Section 7.01(j) and
(ii) cash on hand in connection with the Specified 8% Notes Refinancing;


 


(m)          the purchase, repurchase, redemption, defeasance,
retirement or refinancing in full by the Borrower of the Holding Company
Convertible Debentures with the proceeds of Indebtedness permitted under Section 7.01(j);


 


(n)           the purchase, repurchase, redemption, prepayment or
acquisition for value of any Other Debt to the extent permitted under Section 6.13(b) (and
the immediate retirement or cancellation thereof); and


 


(o)           the refinancing of Permitted Second Priority Refinancing
Debt, Permitted Senior Unsecured Refinancing Debt or Permitted Subordinated
Refinancing Debt.


 


SECTION 7.08               Restricted Payments.  The Borrower will not, nor
will it permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except for, so long as no
Default exists at the time of making such Restricted Payment or would result
therefrom:


 


(a)           payments of cash dividends to the Holding Company that
will be used and applied directly by the Holding Company solely to make payments
of cash interest when due on (i) the Holding Company Convertible Notes
that remain outstanding after giving effect to the Tender Offer and/or
(ii) the Holding Company Convertible Debentures, in each case, prior to or
at the final maturity date of such notes and limited to the amount of such
interest payment, but only if the Holding Company is otherwise unable to make
such interest payments;


 


(b)           payments of cash dividends (or pay management fees and/or
make royalty fee payments) to the Holding Company that will be used and applied
directly by the Holding Company solely to pay general and administrative
expenses of the Holding Company and its Subsidiaries (other than the Borrower
and its Subsidiaries) in an aggregate amount not to exceed $5,000,000 for any period
of twelve consecutive full calendar months;


 


(c)           payments of cash dividends to the Holding Company that
will be used and applied directly by the Holding Company solely to pay:
(i) unfunded obligations in respect of the Investments by the Holding Company
or any of its Subsidiaries (other than the Borrower and its Subsidiaries) that
are in effect on the Fourth Restatement Effective Date and identified in Schedule 7.08(c) (specifying
the amount and due date (if any) of each such 


 


99

















 


obligation) when such
obligations are due and payable or called pursuant to the respective terms of
such Investments, provided that the aggregate amount of dividends under
this sub-clause (i) shall not exceed $19,500,000 in the aggregate
from and after the Fourth Restatement Effective Date; (ii) general and
administrative expenses of the Subsidiary or Subsidiaries of the Holding
Company (other than the Borrower or any of its Subsidiaries) that holds such
Investments identified in Schedule 7.08(c) in an aggregate
amount not exceeding $3,000,000 for any fiscal year; (iii) Capital
Expenditures of the Holding Company and its Subsidiaries (other than the
Borrower and its Subsidiaries) in an aggregate amount not exceeding $5,000,000
from and after the Fourth Restatement Effective Date; (iv) amounts payable
in respect of the Holding Company’s lease for its corporate headquarters; (v) principal
and interest payments in respect of Indebtedness of the Holding Company
incurred to refinance Indebtedness outstanding on the First Amendment Effective
Date (and any subsequent refinancing thereof), provided that (x) at
the time of such Restricted Payment no Default shall have occurred and be
continuing or would result therefrom and (y) the Borrower shall be in
compliance with the covenants under Section 7.11 calculated on a pro forma
basis as if such Restricted Payment had been made on the last day of the most
recent period of four consecutive fiscal quarters of the Borrower; and
(vi) other ordinary expenses of the Holding Company in respect of the
normal operations of the Holding Company in an aggregate amount not exceeding
$2,000,000 for any fiscal year, which dividends (in each case, in the case of
sub-clauses (i) through (iv) above) may be paid from time to
time but only in an amount not exceeding the amount of such obligations,
expenses or other amounts permitted under this clause (c), as applicable,
and at the time the same are due and payable;


 


(d)           payments of cash dividends to the Holding Company that
will be used and applied directly by the Holding Company solely to pay federal,
state, local and foreign income taxes of the Holding Company, to the extent
such income taxes (i) are attributable to (x) the income of the
Borrower and its Subsidiaries and/or attributable to the income of Unrestricted
Subsidiaries (but (in the case of such income of Unrestricted Subsidiaries)
only to the extent that, prior to making such dividends, the Borrower and its
Subsidiaries shall have actually received cash amounts from any Unrestricted
Subsidiaries that are designated for purpose of making such dividends under
this clause (d) in respect of such income) or (y) the income of
Holding Company but not any of its Subsidiaries and (ii) with respect to
clause (x) above, do not exceed for any fiscal year the amount that the
Borrower and its Subsidiaries or, as applicable, its Unrestricted Subsidiaries,
would be required to pay in respect of such income taxes for such fiscal year
were the Borrower, its Subsidiaries and its Unrestricted Subsidiaries, as the
case may be, to pay such income taxes separately from the Holding Company,
which dividends may be paid from time to time but only in an amount not
exceeding the amount of such income taxes permitted under this clause (d), as
applicable, and at the time the same are due and payable;


 


(e)           the consummation of the Tender Offer Transactions;


 


(f)            the dividends and/or distributions contemplated by Section 7.01(j);


 


(g)           payments of cash
dividends to the Holding Company solely from the funds held in the Initial
Second Priority Debt Proceeds Collateral Account, if any, in an amount
sufficient to enable the Holding Company to repurchase, redeem, defease,
retire, refinance or acquire for value or pay the principal of the Holding Company
Convertible Notes that remain outstanding after giving effect to the Tender
Offer in accordance with the 


 


100

















 


terms
thereof as in effect on the Fourth Restatement Effective Date and to pay any
reasonable fees and expenses incurred by the Holding Company in connection
therewith, provided that such payments are applied directly to the
repurchase, redemption, defeasance, retirement, refinancing or acquisition for
value or payment of principal of such Holding Company Convertible Notes;


 


(h)           payments of dividends to the Holding Company in an
aggregate amount not to exceed (i) $35,000,000 during the Borrower’s 2010
fiscal year and (ii) $40,000,000 in any fiscal year of the Borrower
thereafter (it being understood and agreed that the Borrower shall be permitted
to carry forward $40,000,000 of unused amounts to the next succeeding fiscal
year); provided that at the time of the declaration and making of each
such dividend, the Specified Leverage and Liquidity Conditions shall have been
satisfied; provided, further that solely with respect to clause
(ii), at the time of the declaration and making of such dividend, the Specified
8% Notes Refinancing Condition shall have been satisfied;


 


(i)            the consummation of the Notes Transfer; provided
that the Specified Conditions shall have been satisfied; and


 


(j)            payments of cash dividends to the Holding Company the
proceeds of which are applied to make payments in connection with the
redemption or repayment of the Holding Company Convertible Debentures in an
aggregate amount not to exceed (i) $20,000,000 and (ii) upon
satisfaction of the Specified 8% Notes Refinancing Condition, any remaining
outstanding amount of the Holding Company Convertible Debentures; provided
that, in each case, on or prior to the time of the declaration and making of
each such dividend, the Specified Leverage and Liquidity Conditions shall have
been satisfied.


 


Nothing herein shall be deemed to prohibit the
payment of any dividends or distributions by any Wholly Owned Subsidiary of the
Borrower to the Borrower or any other such Wholly Owned Subsidiary; provided
that, notwithstanding anything in the Loan Documents to the contrary, no
Designated SBG Subsidiary shall be permitted to make any dividend or other
distributions, in cash or property (other than in its additional ownership
interests), to the Holding Company or any Subsidiary of the Holding Company
that directly owns the ownership interests of such Designated SBG Subsidiary,
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
ownership interests or any option, warrant or other right to acquire any such
ownership interests.


 


SECTION 7.09               Transactions with Affiliates.  The Borrower will not, nor
will it permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except:


 


(a)           transactions in the ordinary course of business at prices
and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm’s-length basis from unrelated third
parties;


 


(b)           transactions between or among the Borrower and its Wholly
Owned Subsidiaries not involving any other Affiliate;


 


101
















 


(c)           any Restricted Payment permitted under Section 7.08;


 


(d)           any Affiliate who is an individual may serve as a
director, officer or employee of the Borrower or any of its Subsidiaries and
receive reasonable compensation for his or her services in such capacity; and


 


(e)           the Tender Offer Transactions.


 


SECTION 7.10               Restrictive Agreements.  The Borrower will not, nor
will it permit any of its Subsidiaries to, directly or indirectly, enter into,
incur or permit to exist any agreement or other arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or
any Subsidiary to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its Capital Stock or to
make or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary; provided
that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule 7.10
(but shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided
that such restrictions and conditions apply only to the Subsidiary that is to
be sold and such sale is permitted hereunder, (iv) the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to
(x) secured Indebtedness permitted by this Agreement if such restrictions
or conditions apply only to the property or assets securing such Indebtedness
or (y) Indebtedness permitted under Sections 7.01(c), (i) and (j) but
only to the extent that such restrictions are no more onerous on the Borrower
and its Subsidiaries than the restrictions contained in (in the case of any
such Subordinated Debt) the 8% Senior Subordinated Note Indenture or (in the
case of any other such Indebtedness) the Initial Second Priority Debt
Indentures and (v) clause (a) of the foregoing shall not apply
to customary provisions in leases and other contracts restricting the
assignment thereof.


 


SECTION 7.11               Certain Financial Covenants.


 


(a)           Interest Coverage Ratio.  The Borrower will not permit the Interest
Coverage Ratio on any date to be less than the ratio set forth below opposite
the period during which such date falls:


 


	
  Period

  	
   

  	
  Ratio

  
	
  From the Fourth Restatement Effective Date
  through and including June 29, 2010

  	
   

  	
  1.75 to 1.00

  
	
   

  	
   

  	
   

  
	
  From June 30, 2010 through and
  including September 29, 2010

  	
   

  	
  1.70 to 1.00

  
	
   

  	
   

  	
   

  
	
  From September 30, 2010 through and
  including December 30, 2010

  	
   

  	
  1.45 to 1.00

  



 


102

















 


	
  From December 31, 2010 through and
  including December 30, 2011

  	
   

  	
  1.40 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From December 31, 2011 through and
  including December 30, 2012

  	
   

  	
  1.35 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From December 31, 2012 through and
  including December 30, 2013

  	
   

  	
  1.25 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From December 31, 2013 and at all times
  thereafter

  	
   

  	
  1.15 to 1.00.

  



 


(b)           First Lien Indebtedness Ratio.  The Borrower will not permit the First Lien
Indebtedness Ratio on any date to be greater than the ratio set forth below
opposite the period during which such date falls:


 


	
  Period

  	
   

  	
  Ratio

  
	
  From the Fourth Restatement Effective Date
  through and including December 30, 2010

  	
   

  	
  3.50 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From December 31, 2010 through and
  including December 30, 2012

  	
   

  	
  3.25 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From December 31, 2012 and at all times
  thereafter

  	
   

  	
  3.00 to 1.00.

  



 


(c)           Total Indebtedness Ratio.  The Borrower will not permit the Total
Indebtedness Ratio on any date to be greater than the ratio set forth below
opposite the period during which such date falls:


 


	
  Period

  	
   

  	
  Ratio

  
	
  From the Fourth Restatement Effective Date
  through and including June 29, 2010

  	
   

  	
  7.50 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From June 30, 2010 through and
  including December 30, 2012

  	
   

  	
  7.25 to 1.00 

  
	
   

  	
   

  	
   

  
	
  From December 31, 2012 and at all times
  thereafter

  	
   

  	
  7.00 to 1.00.

  



 


SECTION 7.12               Certain Other Indebtedness.  The Borrower will not, nor
will it permit any of its Subsidiaries to, purchase, redeem, retire or
otherwise acquire for value, or set apart any money for a sinking, defeasance
or other analogous fund for, the purchase, redemption, retirement or other
acquisition of, or make any voluntary payment or prepayment of the principal of
or interest on, or any other amount owing in respect of, any Other Debt (or
make any offer in respect 


 


103

















 


of any of the
foregoing), except: (a) for regularly scheduled payments of principal and
interest in respect thereof required pursuant to the instruments evidencing
such Other Debt, subject to, in the case of any Subordinated Debt, the
subordination provisions applicable thereto; and (b) to the extent
permitted under any of Sections 7.07(k), (l), (n) and (o); provided
that no Default shall have occurred and be continuing at the time of such
purchase, redemption, retirement or other acquisition or defeasance or would
result therefrom.


 


SECTION 7.13               Modifications of Certain
Documents.  Without the prior written consent of the
Required Lenders, at any time after the Fourth Restatement Effective Date, the
Borrower will not, nor will it permit any of its Subsidiaries to, consent to
any modification, supplement, waiver or termination of any of the provisions of
the Program Services Agreements, Outsourcing Agreements or Other Debt
Documents, if such modification, supplement, waiver or termination could
reasonably be expected to be materially adverse to the interests of the Lender
(subject to, in the case any Other Debt Document, the reasonable judgment of
the Administrative Agent).  The Borrower
will not, nor will it permit any of its Subsidiaries to, designate any
Indebtedness (other than the Senior Unsecured Debt, Second Priority Debt and
the Guarantees of any Guarantor in respect thereof) as “Designated Senior
Indebtedness” or “Designated Guarantor Senior Indebtedness” (or equivalent
terms), in each case under and as defined in the instruments evidencing any
Subordinated Debt.


 


SECTION 7.14               License Subsidiaries.


 


(a)           Whenever the Borrower or any of its
Subsidiaries acquires any Broadcast License after the Fourth Restatement
Effective Date, the Borrower shall (without limiting its obligations under Section 6.09)
cause such acquisition to take place as follows in accordance with all
applicable laws and regulations, including pursuant to approvals from the FCC:
(i) each Broadcast License so acquired shall be transferred to and held by
a Wholly Owned Subsidiary of the Borrower that is a License Subsidiary (provided
that any License Subsidiary shall be permitted to hold one or more Broadcast
Licenses); (ii) the related operating assets shall be transferred to and
held by an operating company that is a Subsidiary of the Borrower (an “Operating
Subsidiary”); and (iii) the Borrower shall deliver or cause to be
delivered (if not theretofore delivered) to the Administrative Agent in pledge
under the Security Agreement all Capital Stock of such License Subsidiary and
such Operating Subsidiary (and, if reasonably requested by the Administrative
Agent, furnish to the Administrative Agent evidence that the foregoing
transactions have been so effected).


 


(b)           Notwithstanding anything herein to
the contrary, the Borrower shall not permit any License Subsidiary to:
(i) create, incur, assume or have outstanding any Indebtedness or other
liabilities or obligations except for obligations under the Loan Documents, the
Guarantees of such License Subsidiary in respect of Other Debt to the extent
permitted under Sections 7.01(i) and (j) and the contractual
agreements with one or more Operating Subsidiaries entered into in the ordinary
course of business solely with respect to the management of the relevant
Station’s operations; (ii) own any right, franchise or other asset, except
for Broadcast Licenses transferred to it by the Borrower of which it is a
Wholly Owned Subsidiary, Broadcast Licenses acquired in the ordinary course of
business and rights under any such agreements with one or more Operating
Subsidiaries; (iii) enter into any transaction of merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution); (iv) create, incur or permit to exist any
Lien (other than the Lien created by the Security Documents and the Liens securing
Second Priority Debt to the extent permitted under Section 7.02) on or in
respect of, or sell, lease, assign, transfer or otherwise dispose of, any of
its rights, franchises or other assets; (v) engage in any 


 


104

















 


business other than
holding Broadcast Licenses, such agreements with Operating Subsidiaries and
incidental activities thereto; or (vi) make or hold any Investment.


 


(c)           Notwithstanding anything in this Section to
the contrary, the Borrower and the Subsidiary Guarantors shall not be obligated
to effect any transaction contrary to law or the rules, regulations or policies
of the FCC, and shall be permitted to unwind the transactions contemplated by
this Section to the extent necessary to comply with a ruling of the FCC; provided
that the Borrower shall and shall cause each of the Subsidiary Guarantors to
use its best efforts to carry out the provisions of this Section consistent
with all laws and all rules, regulations and policies of the FCC, including pursuing
any necessary approval or consents of the FCC.


 


(d)           The Borrower will cause all Broadcast
Licenses for Owned Stations at all times to be held in the name of the
respective License Subsidiary for the Owned Station being operated under
authority of such Broadcast Licenses.


 


SECTION 7.15               Program Services Agreements
and Outsourcing Agreements.  The Borrower will not, nor will it permit any
of its Subsidiaries to, enter into (i) any local marketing agreement, time
brokerage agreement, program services agreement or other similar agreement or
(ii) any outsourcing agreement, servicing agreement or other similar
agreement providing for:


 


(a)           the Borrower or any of its
Subsidiaries to program or sell advertising time on all or any portion of the
broadcast time of any television or radio station;


 


(b)           any Person other than the Borrower or
any of its Subsidiaries to program or sell advertising time on all or any
portion of the broadcast time of any Station; or


 


(c)           the Borrower or any of its
Subsidiaries to deliver or receive non-programming related management and/or
consulting services to or from any television station.


 


Notwithstanding the preceding sentence,
(A) the Borrower or any of its Subsidiaries (other than License
Subsidiaries) may enter into any Program Services Agreement with any other
Person (including Affiliates), provided that (i) the aggregate
amount payable by the Borrower and its Subsidiaries under all Program Services
Agreements during any fiscal year of the Borrower, excluding Permitted Termination
Payments (as defined in the next sentence) shall not exceed the Maximum Amount
(as defined in the next sentence) for such fiscal year, (ii) after
entering into any such Program Services Agreement, the BCF Percentage shall not
exceed 30%, (B) the Borrower or any of its Subsidiaries may enter into any
Passive LMA, provided that after giving effect thereto the Passive BCF
Percentage shall not exceed 15% and (C) the Borrower or any of its
Subsidiaries (other than License Subsidiaries) may enter into any Outsourcing
Agreement with any other Person (including Affiliates), provided that
after entering into any such Outsourcing Agreement, the BCF Percentage shall
not exceed 30% and (iii) upon the request of the Administrative Agent, the
Borrower shall cause the counterparty to such Program Services Agreement to
execute and deliver to the Administrative Agent a Consent and Agreement with
respect thereto within 30 days after entering into such Program Services
Agreement.  For purposes of the preceding
sentence, (i) a “Permitted Termination Payment” means a payment
owing by the Borrower or any of its Subsidiaries by reason of the early
termination of a Program Services Agreement relating to any of the television
stations referred to below, provided that the amount of such payment
shall not exceed the amount set forth below opposite the name of such
television station:


 


105

















 


	
  Station

  	
   

  	
  Termination Payment

  	
   

  
	
  WTTE-TV

  	
   

  	
  $

  	
  38,231,806

  	
   

  
	
  WNUV-TV

  	
   

  	
  $

  	
  14,968,084

  	
   

  
	
  WRGT-TV

  	
   

  	
  $

  	
  12,113,903

  	
   

  
	
  WVAH-TV

  	
   

  	
  $

  	
  6,078,979

  	
   

  
	
  WTAT-TV

  	
   

  	
  $

  	
  4,730,094

  	
   

  
	
  WMYA

  	
   

  	
  $

  	
  2,377,134

  	
   

  
	
  Other (as defined
  below)

  	
   

  	
  $

  	
  5,000,000

  	
  ;

  



 


(ii) the “Maximum Amount” for any
fiscal year of the Borrower means (x) for its fiscal year ending in 2009,
$50,000,000 and (y) for any of its fiscal years thereafter, an amount
equal to the Maximum Amount for its preceding fiscal year increased (or
decreased, as the case may be) by the percentage of the increase (or decrease,
as the case may be) in the Consumer Price Index for all Urban Consumers (as
published by the U.S. Department of Labor) for the twelve month period ending
in September of such preceding fiscal year; and (iii) “Other”
means any other broadcasting television station (x) sold by the Borrower
or any of its Subsidiaries as permitted by Section 7.05(c) or (y) which
is covered by a Program Services Agreement.


 


SECTION 7.16               Limitation on Cure Rights.  The Borrower will not, nor
will it permit any of its Subsidiaries to, enter into any agreement with or for
the benefit of any other Person that limits the ability of the Borrower or such
Subsidiary to exercise any rights or remedies under any agreement pursuant to
which an Acquisition is to be consummated.


 


SECTION 7.17               Sale and Leaseback
Transactions.  The Borrower will not, nor will it permit any
of its Subsidiaries to, enter into any arrangement with any other Person
providing for the leasing by the Borrower or any of its Subsidiaries of real or
personal property that has been or is to be sold or transferred by the Borrower
or any of its Subsidiaries to such other Person or to any other Person to whom
funds have been or are to be advanced by such Person on the security of such
property or rental obligations of the Borrower or any of its Subsidiaries,
other than such transactions not exceeding an aggregate sale price of
$25,000,000.


 


SECTION 7.18               Covenants Applicable to
Holding Company.


 


(a)           Restrictive Agreements.  The Holding Company will not, nor will it
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (i) the ability of the Holding Company to
create, incur or permit to exist any Lien upon the Collateral owned by the
Holding Company as provided herein and in the Security Documents, (ii) the
ability of any Designated SBG Subsidiary or any of its Subsidiaries to create,
incur or permit to exist any Lien upon any of its property or assets or
(iii) the ability of any Subsidiary of any Designated SBG Subsidiary to
pay dividends or other distributions to such Designated SBG Subsidiary with
respect to its ownership interests or to Guarantee Indebtedness of the Borrower
or any Subsidiary of the Borrower or the ability of any Designated SBG
Subsidiary or any of its Subsidiaries to make loans or advances to the Borrower
or any Subsidiary of the Borrower or to Guarantee Indebtedness of the Borrower
or any Subsidiary of the Borrower; provided that the foregoing clauses (ii) and
(iii) shall not apply to (x) restrictions and conditions imposed by
law or by the Loan Documents and (y) customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale
(so long as such restrictions and conditions apply only to the Person that is
to be sold and such sale is permitted under the Loan Documents); provided,
further, that the foregoing clauses shall not 


 


106

















 


apply to restrictions and
conditions imposed by the Other Debt Documents to the extent not more onerous
than those in effect under (in the case of any such Subordinated Debt) the 8%
Senior Subordinated Note Indenture or (in the case of any other such
Indebtedness) the Initial Second Priority Debt Indentures; provided, further,
that the foregoing clauses shall not apply to restrictions and conditions
imposed by any agreements and instruments evidencing or providing for
Indebtedness incurred by the Holding Company to refinance the Holding Company
Convertible Debentures (or any further refinancing thereof) to the extent not
more restrictive than those in effect under the Holding Company Convertible
Debentures or the Loan Documents.


 


(b)           Guarantees by Holding Company.  The Holding Company will not, nor will it
permit any of the Designated SBG Subsidiaries to, guarantee any Other Debt of
the Borrower or any of its Subsidiaries unless each such guarantee (i) complies
with the requirements of the definitions of “Initial Second Priority Debt” or “Additional
Second Priority Debt”, as applicable, with respect to the relevant type of
Indebtedness or (ii) otherwise (A) is unsecured and subordinated in
right of payment to the Holding Company’s or such Designated SBG Subsidiary’s
guarantee (if any) under Article III on terms not less favorable to the
Lenders than those contained in the 8% Senior Subordinated Note Indenture and
(B) contains other terms and conditions not more restrictive on the
Holding Company and its Subsidiaries than those contained herein and in the 8%
Senior Subordinated Note Indenture.


 


SECTION 7.19               Hedging Agreements.  The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any Hedging Agreement,
except Hedging Agreements entered into in the ordinary course of business (and
not for speculative purposes) (a) to hedge or mitigate risks to which the
Borrower or any Subsidiary has actual exposure (other than those in respect of
Capital Stock or Other Debt of the Borrower or any of its Subsidiaries) and
(b) in order to effectively cap, collar or exchange interest rates (from
fixed to floating rates, from one floating rate to another floating rate,
floating to fixed rates, or otherwise) with respect to any interest-bearing
liability or investment of the Borrower or any Subsidiary.


 


ARTICLE VIII




EVENTS
OF DEFAULT


 


If any of the following events (“Events of
Default”) shall occur:


 


(a)           the Borrower shall fail to pay any principal of any Loan
or any reimbursement obligation in respect of any LC Disbursement when and as
the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise; or


 


(b)           the Borrower shall fail to pay any interest on any Loan or
any fee or any other amount (other than an amount referred to in clause (a) of
this Article) payable under this Agreement or under any other Loan Document,
when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of three or more Business Days; or


 


(c)           any representation or warranty made or deemed made by or
on behalf of any Obligor in or in connection with this Agreement or any other
Loan Document or any amendment or modification hereof or thereof, or in any
report, certificate, financial statement 


 


107

















 


or other document furnished
pursuant to or in connection with this Agreement or any other Loan Document or
any amendment or modification hereof or thereof, shall prove to have been
incorrect in any material respect when made or deemed made; or


 


(d)           the Borrower or the Holding Company shall fail to observe
or perform any covenant, condition or agreement contained in Section 6.02(a),
6.03 (with respect to the existence of the Borrower or the Holding Company, as
applicable), 6.08, 6.09, 6.10, 6.11, 6.12 or 6.13 or in Article VII, or
any Obligor shall default in the performance of any of its obligations
contained in Section 5.02, 5.04(a)(iv), 5.05(a)(iii) or 6.14 of the
Security Agreement; or


 


(e)           any Obligor shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those specified
in clause (a), (b) or (d) of this Article) or any other
Loan Document to which it is a party and such failure shall continue unremedied
for a period of 30 or more days after notice thereof from the Administrative
Agent (given at the request of any Lender) to the Borrower; or


 


(f)            the Borrower, any Guarantor or any other Designated SBG
Subsidiary shall default in the payment when due of any principal of or
interest on any of its other Indebtedness aggregating $25,000,000 or more (for
all such Persons), or in the payment when due of any amount under any Hedging
Agreement for a notional principal amount exceeding $25,000,000 (for all such
Persons); or any event specified in any note, agreement, indenture or other
document evidencing or relating to any such Indebtedness or any event specified
in any Hedging Agreement shall occur if the effect of such event is to cause,
or (with the giving of any notice or the lapse of time or both) to permit the holder
or holders of such Indebtedness (or a trustee or agent on behalf of such holder
or holders) to cause, such Indebtedness to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior to its
stated maturity or to have the interest rate thereon reset to a level so that
securities evidencing such Indebtedness trade at a level specified in relation
to the par value thereof or, in the case of a Hedging Agreement, to permit the
payments owing under such Hedging Agreement to be liquidated; or


 


(g)           an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower, any Guarantor, any
other Designated SBG Subsidiary or any Material Third-Party Licensee or its
debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower, any Guarantor,
any other Designated SBG Subsidiary or any Material Third-Party Licensee or for
a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for a period of 60 or more days or an order
or decree approving or ordering any of the foregoing shall be entered; or


 


(h)           the Borrower, any Guarantor, any other Designated SBG
Subsidiary or any Material Third-Party Licensee shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (g) of
this Article, (iii) apply for or consent to the 


 


108

















 


appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for the
Borrower, any Guarantor, any other Designated SBG Subsidiary or any Material
Third-Party Licensee or for a substantial part of its assets, (iv) file an
answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of
creditors or (vi) take any action for the purpose of effecting any of the
foregoing; or


 


(i)            the Borrower, any Guarantor, any other Designated SBG
Subsidiary or any Material Third-Party Licensee shall become unable, admit in
writing its inability or fail generally to pay its debts as they become due; or


 


(j)            one or more judgments for the payment of money in an
aggregate amount in excess of $25,000,000 shall be rendered against the
Borrower, any Guarantor or any other Designated SBG Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any
assets of the Borrower, any Guarantor or any other Designated SBG Subsidiary to
enforce any such judgment; or


 


(k)           an ERISA Event shall have occurred that, in the opinion of
the Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;
or


 


(l)            the Smith Brothers shall cease at any time collectively
to own, directly or indirectly, legally or beneficially, shares of Capital
Stock of the Holding Company representing at least 51% of the voting power of
the Holding Company (other than by reason of death or disability), or the
Holding Company shall cease at any time to own, directly or indirectly, 100% of
the Capital Stock of the Borrower; or


 


(m)          during any period of 25 consecutive calendar months,
individuals who were directors of the Holding Company or the Borrower on the
first day of such period shall no longer constitute a majority of the Board of
Directors of the Holding Company or the Borrower, as the case may be; or


 


(n)           the Borrower shall deliver any “Change of Control Purchase
Notice” (or any similar notice) under and as defined in any Note Indenture; or


 


(o)           any Broadcast License (other than an Immaterial Broadcast
License) shall be terminated, forfeited or revoked or shall fail to be renewed
for any reason whatsoever, or shall be modified in a manner materially adverse
to the Borrower, or for any other reason (i) any License Subsidiary shall
at any time cease to be a licensee under any Broadcast License (other than an
Immaterial Broadcast License) relating to the Owned Station to which such
Broadcast Licenses have been granted or the Subsidiary of the Borrower that
owns 100% of the Capital Stock of such License Subsidiary shall otherwise fail
to have all required authorizations, licenses and permits to construct, own,
operate or promote such Owned Station, or (ii) any Material Third-Party
Licensee for any Contract Station shall fail to preserve and maintain its legal
existence or any of its material rights, privileges or franchises (including
the Broadcast Licenses (other than an Immaterial 


 


109

















 


Broadcast Licenses) for such
Contract Station (other than by reason of such Contract Station becoming an
Owned Station)); or


 


(p)           with respect to any Owned Station, the License Subsidiary
with respect to such Owned Station shall at any time cease to be a Wholly Owned
Subsidiary of the Subsidiary of the Borrower that owns the operating assets
related to the Broadcast Licenses for such Owned Station; or the Borrower shall
cease at any time to own all of the issued shares of the Capital Stock of any
such Subsidiary; or


 


(q)           any transfer of any common stock or other ownership
interests of the Borrower or any of its Subsidiaries or any right to receive
such common stock or other ownership interests in the Borrower or any such
Subsidiary, as the case may be, shall be transferred and either (i) such
transfer shall fail to comply with any applicable provision of the Federal
Communications Act of 1934, as amended from time to time, or any applicable FCC
rule, regulation or policy, or (ii) the Administrative Agent shall not
have received prior to such transfer an opinion reasonably satisfactory to the
Required Lenders of counsel reasonably satisfactory to the Required Lenders to
the effect that such transfer does so comply; or


 


(r)            other than with respect to de minimis items of Collateral
not exceeding $5,000,000 in the aggregate, the Liens created by any of the
Security Documents shall at any time not constitute a valid and perfected Lien
on the Collateral intended to be covered thereby (to the extent perfection by
filing, registration, recordation or possession is required herein or therein)
in favor of the Administrative Agent, free and clear of all other Liens (other
than Liens permitted under Section 7.02 or under any of the Security
Documents), or, except for expiration in accordance with its terms, any of the
Security Documents or any of the Guarantees of the Guarantors under
Article III shall for whatever reason be terminated or cease to be in full
force and effect, or the enforceability thereof shall be contested by any
Obligor, or any Intercreditor Agreement, or any other intercreditor agreement
relating to any Second Priority Debt or Subordinated Debt, ceases to be in full
force and effect (other than in accordance with its terms) against any holder
of any Indebtedness that is secured by a Lien ranking pari passu with, or
junior to, the Liens securing the Obligations or is contractually subordinated
to the payment of the Obligations; or


 


(s)           any Program Services Agreement shall be terminated prior
to the stated expiration date thereof (other than in connection with the
Borrower’s or any Subsidiary’s acquisition of the Contract Station subject
thereto) and the Obligor party thereto shall not have entered into a
replacement agreement relating to the Contract Station to which such Program
Services Agreement relates that contains substantially similar payment terms as
those set forth in such Program Services Agreement, or any party to any of the
Program Services Agreements shall default in any of its respective obligations
thereunder and the Broadcast Cash Flow attributable to the Contract
Station(s) subject to such Program Services Agreement(s), either
individually or in the aggregate, for the most recent twelve month period is
equal to or greater than 10% of Broadcast Cash Flow for such period; or


 


(t)            there shall have been asserted against the Borrower, any
Guarantor, any other Designated SBG Subsidiary or any Unrestricted Subsidiary
any claim with respect to any Environmental Liability that, in the judgment of
the Required Lenders, is reasonably


 


110
















 


likely to be determined
adversely to the Borrower or the affected Guarantor, other Designated SBG
Subsidiary or Unrestricted Subsidiary, as the case may be, and the amount
thereof could, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect (insofar as such amount is payable by any
of the Borrower, the Guarantors, the other Designated SBG Subsidiaries or the
Unrestricted Subsidiaries after deducting any portion thereof that is
reasonably expected to be paid by other creditworthy Persons jointly and
severally liable thereof); or


 


(u)           any party to any Consent and Agreement shall default in
the performance of any of its obligations thereunder, if such default,
individually or together with other such defaults, could reasonably be expected
to result in a Material Adverse Effect;


 


then, and in every such event (other than an
event with respect to any Obligor described in clause (g) or (h) of
this Article), and at any time thereafter during the continuance of such event,
the Administrative Agent may, and at the request of the Required Lenders shall,
by notice to the Borrower, take any or all of the following actions, at the
same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately; (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to
be due and payable), and thereupon the principal of the Loans so declared to be
due and payable, together with accrued interest thereon and all fees and other
obligations of the Obligors accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each Obligor; and in case of any event with
respect to any Obligor described in clause (g) or (h) of
this Article, the Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued interest thereon and all
fees and other obligations of the Obligors accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Obligor; and (iii) exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents or applicable law.


 


ARTICLE IX




THE
ADMINISTRATIVE AGENT


 


Each of the Lenders and the Issuing Lender
hereby irrevocably appoints the Administrative Agent as its agent hereunder and
under the other Loan Documents and authorizes the Administrative Agent to take
such actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.


 


The Administrative Agent shall also act as the
“collateral agent” under the Loan Documents, and each of the Lenders (in its
capacities as a Lender) hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of (and to hold any security interest
created by the Security Documents for and on behalf of or on trust for) such
Lender for purposes of acquiring, holding and enforcing any and all Liens on
Collateral granted by any of the Obligors to secure any of the Obligations,
together with such powers and discretion as are reasonably incidental
thereto.  In this connection, the
Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to this Article for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under 


 


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the Security Documents, or for exercising any
rights and remedies thereunder at the direction of the Administrative Agent),
shall be entitled to the benefits of all provisions of this Article including
Section 10.03, as though such co-agents, sub-agents and attorneys-in-fact
were the “collateral agent” under the Loan Documents as if set forth in full
herein with respect thereto.  Without
limiting any other provision of this Article, each Lender hereby authorizes the
Administrative Agent to enter into (and/or agree to any amendments to) from
time to time (i) any Security Documents and (ii) intercreditor
(including subordination) arrangements on behalf of the Lenders in respect of
any Other Debt to the extent permitted or contemplated hereunder, in each case
as the Administrative Agent shall determine to be appropriate and consistent
with the provisions hereof.


 


The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent, and such Person and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the
Borrower or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.


 


The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other
Loan Documents.  Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall
not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise in writing by the Required Lenders, and
(c) except as expressly set forth herein and in the other Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders or in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or therein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein
or therein, other than to confirm receipt of items expressly required to be delivered
to the Administrative Agent.


 


The Administrative Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper
Person.  The Administrative Agent also
may rely upon any statement made to it orally or by telephone and believed by
it to be made by the proper Person, and shall not incur any liability for
relying thereon.  The Administrative
Agent may consult with legal counsel (who may be counsel for an Obligor),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.


 


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The Administrative Agent may perform any and
all its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. 
The exculpatory provisions of the preceding paragraphs shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


Subject to the appointment and acceptance of a
successor Administrative Agent as provided in this paragraph, the
Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Lender and the Borrower.  Upon
any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower so long as no Default shall exist, to appoint a
successor from among the Lenders.  If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Lender, appoint a successor
Administrative Agent which shall be a bank with a minimum capital and surplus
of $500,000,000 and with an office in New York, New York, or an Affiliate of
any such bank.  Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative
Agent’s resignation hereunder, the provisions of this Article and Section 10.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.


 


Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


 


Except as otherwise provided in Section 10.02(b) with
respect to this Agreement, the Administrative Agent may, with the prior consent
of the Required Lenders (but not otherwise), consent to any modification,
supplement or waiver under any of the Loan Documents, provided that,
without the prior consent of each Lender, the Administrative Agent shall not
(except as provided herein or in the Security Documents) release all or
substantially all of the collateral or terminate any Lien with respect thereto
under the Security Agreement, except that no such consent shall be required,
and the Administrative Agent is hereby authorized, to release any Lien covering
property that is the subject of either a Disposition of property permitted
hereunder or a Disposition to which the Required Lenders have consented.  Notwithstanding anything to the contrary
contained herein, the Security Documents executed by the Obligors in connection
with this Agreement may be in a form reasonably determined by the
Administrative Agent and may be amended and waived with the consent of the
Administrative Agent at the request of the Borrower without the need to obtain
the 


 


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consent of any Lender if such amendment or
waiver is delivered in order (i) to comply with applicable local law, rule or
regulation or advice of local counsel, (ii) to cure ambiguities, defects
or manifest errors, (iii) to cause any such Security Documents to be
consistent with this Agreement and the other Loan Documents and/or (iv) to
give effect to the changes to any Security Document required by any
Intercreditor Agreement.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Obligor, the
Administrative Agent (irrespective of whether the principal of any Loan shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise (a) to file and prove a claim for the whole amount
of the principal and interest owing and unpaid in respect of the Loans and all
other Obligations that are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders and
the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders and the Administrative
Agent and their respective agents and counsel and all other amounts due the
Lenders and the Administrative Agent under Sections 2.10 and 10.03) allowed in
such judicial proceeding; and to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.10 and 10.03.  Nothing contained herein shall be deemed to
authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender
or to authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.


 


The Lenders irrevocably agree: (a) that
any Lien on any property granted to or held by the Administrative Agent under
any Loan Document shall be automatically released (i) upon payment in full
of all Obligations (other than obligations under Secured Hedging Agreements and
contingent indemnification obligations not yet accrued and payable),
(ii) at the time the property subject to such Lien is transferred or to be
transferred as part of or in connection with any transfer permitted under the
Loan Documents to any Person other than the Borrower or any of its Affiliates,
(iii) subject to Section 10.02(b), if the release of such Lien is
approved, authorized or ratified in writing by the Required Lenders (or such
greater number of Lenders as may be required pursuant to Section 10.02(b)),
or (iv) if the property subject to such Lien is owned by a Guarantor, upon
release of such Guarantor from its obligations under this Agreement in
accordance with the terms of the Loan Documents; (b) that any Lien on the
Non-Television Entity Notes and the Capital Stock of the Non-Television
Entities granted to or held by the Administrative Agent under any Loan Document
shall be automatically released upon the consummation of the Separation
Transaction, to the extent included in such Separation Transaction; (c) to
release or subordinate any Lien on any property granted to or held by the
Administrative Agent under any Loan Document to the holder of any Lien on such
property in respect of any purchase money Indebtedness (including Capital Lease
Obligations) permitted by Section 7.01; and (d) that any Guarantor
shall be automatically released from its obligations under this Agreement if such
Person ceases to be a Subsidiary as a result of a 


 


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transaction or designation permitted
hereunder; provided  that no such
release shall occur if such Guarantor continues to be a guarantor in respect of
any Other Debt.  Any such release shall
not in any manner discharge, affect or impair the Obligations or any Liens
(other than those expressly being released) upon (or obligations of the
Obligors in respect of) all interests retained by the Obligors, including the
proceeds of any sale or other disposition, all of which shall continue to
constitute part of the Collateral.  Upon
request by the Administrative Agent at any time, the Required Lenders (or such
greater number of Lenders as may be required pursuant to Section 10.02(b))
will confirm in writing the Administrative Agent’s authority to release or
subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under this Agreement pursuant to
this Article.  In each case as specified
herein, the Administrative Agent will (and each Lender irrevocably authorizes
the Administrative Agent to), at the Borrower’s expense, execute and deliver to
the applicable Obligor such documents as such Obligor may reasonably request to
evidence the release or subordination of such item of Collateral from the
assignment and security interest granted under the Security Documents, or to
evidence the release of such Guarantor from its obligations under this
Agreement, in each case in accordance with the terms of the Loan Documents
(including this Article).


 


It is the purpose of this Agreement and the
other Loan Documents that there shall be no violation of any law, rule or
regulation of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as agent or trustee in such
jurisdiction.  It is recognized that in
case of litigation under this Agreement or any of the other Loan Documents, and
in particular in case of the enforcement of any of the Loan Documents, or in
case the Administrative Agent deems that by reason of any present or future
law, rule or regulation of any jurisdiction it may not exercise any of the
rights, powers or remedies granted herein or in any of the other Loan Documents
or take any other action which may be desirable or necessary in connection
therewith, the Administrative Agent is hereby authorized to appoint an
additional individual or institution selected by the Administrative Agent in
its sole discretion as a separate trustee, co-trustee, administrative agent,
collateral agent, administrative sub-agent or administrative co-agent (any such
additional individual or institution being referred to herein individually as a
“Supplemental Administrative Agent” and collectively as “Supplemental
Administrative Agents”).  In the
event that the Administrative Agent appoints a Supplemental Administrative
Agent with respect to any Collateral, (i) each and every right, power,
privilege or duty expressed or intended by this Agreement or any of the other
Loan Documents to be exercised by or vested in or conveyed to the
Administrative Agent with respect to such Collateral shall be exercisable by
and vest in such Supplemental Administrative Agent to the extent, and only to the
extent, necessary to enable such Supplemental Administrative Agent to exercise
such rights, powers and privileges with respect to such Collateral and to
perform such duties with respect to such Collateral, and every covenant and
obligation contained in the Loan Documents and necessary to the exercise or
performance thereof by such Supplemental Administrative Agent shall run to and
be enforceable by either the Administrative Agent or such Supplemental
Administrative Agent, and (ii) the provisions of this Article and of Section 10.03
that refer to the Administrative Agent shall inure to the benefit of such
Supplemental Administrative Agent and all references therein to the
Administrative Agent shall be deemed to be references to the Administrative
Agent and/or such Supplemental Administrative Agent, as the context may
require.  Should any instrument in
writing from the Borrower or any other Obligor be required by any Supplemental
Administrative Agent so appointed by the Administrative Agent for more fully
and certainly vesting in and confirming to him or it such rights, powers,
privileges and duties, the Borrower shall, or shall cause such Obligor to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by the Administrative Agent.  In
case any Supplemental Administrative Agent, or a successor thereto, shall die,
become incapable of acting, resign or be 


 


115

















 


removed, all the rights, powers, privileges
and duties of such Supplemental Administrative Agent, to the extent permitted
by Law, shall vest in and be exercised by the Administrative Agent until the
appointment of a new Supplemental Administrative Agent.


 


Notwithstanding anything herein to the
contrary, the Sole Lead Arranger and Sole Bookrunner, the Syndication Agent and
the Documentation Agent named on the cover page of this Agreement shall
have no duties or responsibilities hereunder except in their respective
capacity, if any, as a Lender.


 


ARTICLE X




MISCELLANEOUS


 


SECTION 10.01             Notices.


 


(a)           Except in the case of notices and
other communications expressly permitted to be given by telephone (and subject
to paragraph (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:


 


(i)            if
to the Borrower or any Subsidiary Guarantor, to it at Sinclair Television Group, Inc.,
10706 Beaver Dam Road, Hunt Valley, Maryland 21030, Attention of David B. Amy
and Barry Faber (Telecopy No. (410) 568-1588); with a copy to Thomas &
Libowitz, P.A., 100 Light Street, Baltimore, Maryland 21202, Attention of
Steven Thomas (Telecopy No. (410) 752-2046);


 


(ii)           if
to the Holding Company, to it at Sinclair Broadcast Group, Inc., 10706
Beaver Dam Road, Hunt Valley, Maryland 21030, Attention of David B. Amy and
Barry Faber (Telecopy No. (410) 568-1588); with a copy to Thomas &
Libowitz, P.A., 100 Light Street, Baltimore, Maryland 21202, Attention of
Steven Thomas (Telecopy No. (410) 752-2046);


 


(iii)          if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin Street,
10th Floor,
Houston, Texas 77002-6925, Attention: Demetra Mayon, Loan and Agency Services
(Telephone No. (713) 750-3780; Telecopy No. (713) 750-2358), with a
copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York 10017,
Attention of Peter Thauer (Telephone No. (212) 270-6289; Telecopy
No. (212) 270-5127);


 


(iv)          if
to the Issuing Lender, to JPMorgan Chase Bank, N.A., 10420 Highland Manor
Drive, 4th Floor,
Tampa, Florida 33610, Attention of Henry Avelino (Telephone No. (813)
432-6338; Telecopy No. (813) 432-5161), with a copy to JPMorgan Chase
Bank, N.A., 270 Park Avenue, New York, New York 10017, Attention of Peter
Thauer (Telephone No. (212) 270-6289; Telecopy No. (212) 270-5127);


 


(v)           if
to the Swing Line Lender, to JPMorgan Chase Bank, N.A., 1111 Fannin Street, 10th Floor, Houston, Texas 77002-6925, Attention:
Demetra Mayon, Loan and Agency Services (Telephone No. (713) 750-4780;
Telecopy No. (713) 750-2358), with a copy to JPMorgan Chase Bank, N.A.,
270 Park Avenue, New York, New York 10017, 


 


116

















 


Attention of Peter Thauer (Telephone No. (212)
270-6289; Telecopy No. (212) 270-5127); and


 


(vi)          if
to any other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.


 


(b)           Notices and other communications to
the Lenders hereunder may be delivered or furnished by electronic communications
pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II
unless otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


 


(c)           Any party hereto may change its
address or telecopy number for notices and other communications hereunder by
notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.


 


SECTION 10.02             Waivers; Amendments.


 


(a)           No failure or delay by the
Administrative Agent, the Issuing Lender or any Lender in exercising any right
or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative
Agent, the Issuing Lender and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or
consent to any departure by any Obligor therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Lender or the Issuing Lender may have had notice or knowledge of
such Default at the time.


 


(b)           Neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Borrower and the
Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall
(i) increase the Commitment of any Lender without the written consent of
such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of
any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.16(c) or (d) in
a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the
provisions of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to waive, amend or modify any rights hereunder or make any 


 


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determination or grant any
consent or waiver hereunder, without the written consent of each Lender, or
(vi) release all or substantially all of the Subsidiary Guarantors from
any of their guarantee obligations under Article III without the written
consent of each Lender (except that no such consent shall be required, and the Administrative
Agent is hereby authorized, to release any Subsidiary Guarantor from such
obligations that is the subject of a Disposition permitted hereunder or to
which the Required Lenders have consented or to release any SBG Subsidiary
Guarantor from such obligations in accordance with its removal as a Guarantor
hereunder pursuant to Section 6.10); and provided, further,
that (x) no such agreement shall amend, modify or otherwise affect the
rights or duties of the Administrative Agent, the Issuing Lender or the Swing
Line Lender hereunder without the prior written consent of the Administrative
Agent, the Issuing Lender or the Swing Line Lender, as the case may be,
(y) any modification or supplement of Article III shall require the
consent of each Subsidiary Guarantor and (z) to the extent specified in Section 2.01(c),
this Agreement may be amended to establish Incremental Loan Commitments of any Series pursuant
to an Incremental Loan Amendment executed between the Borrower, the relevant
Lenders of such Series and the Administrative Agent, and any such
Incremental Loan Amendment shall not require the consent of any other party to
this Agreement.


 


Anything in this Agreement to the contrary
notwithstanding, no waiver or modification of any provision of this Agreement
that has the effect (either immediately or at some later time) of enabling the
Borrower to satisfy a condition precedent to the making of a Revolving Loan
shall be effective against the Revolving Lenders for purposes of the Revolving
Commitments unless the Required Revolving Lenders shall have concurred with
such waiver or modification.


 


SECTION 10.03             Expenses; Indemnity; Damage
Waiver.


 


(a)           The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Lender in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (iii) all reasonable out-of-pocket expenses
incurred by the Administrative Agent, the Issuing Lender or any Lender, including
the reasonable fees, charges and disbursements of any counsel for the
Administrative Agent, the Issuing Lender or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of pocket expenses incurred in connection with (x) any
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, (y) any judicial or regulatory proceedings and (z) any
workout, restructuring or other negotiations or proceedings (whether or not any
thereof is consummated) and (iv) all costs, expenses, taxes, assessments
and other charges incurred in connection with any filing, registration,
recording or perfection of any security interest contemplated by the Security
Documents or any other document referred to therein.  Without limiting the generality of the
foregoing, expenses being reimbursed by the Borrower under this Section include
all reasonable costs and expenses incurred in connection with (i) taxes,
fees and other charges for lien and title searches, title insurance, recording
the Mortgages, filing financing statements and continuations thereof and other
actions to perfect, protect and continue the Liens under the Security Documents
and (ii) sums paid or incurred by the Administrative Agent or any 


 


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Lender to take any action
required of any Obligor under the Loan Documents that such Obligor fails to pay
or take.


 


(b)           The Borrower shall indemnify the
Administrative Agent, the Issuing Lender and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the Issuing
Lender to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or Release
of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses are determined by
a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee.


 


(c)           To the extent that the Borrower fails
to pay any amount required to be paid by it to the Administrative Agent, the
Issuing Lender or the Swing Line Lender under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to the Administrative Agent,
the Issuing Lender or the Swing Line Lender, as the case may be, such Lender’s
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Lender or the Swing Line Lender in its
capacity as such.


 


(d)           To the extent permitted by applicable
law, no Obligor shall assert, and each Obligor hereby waives, any claim against
any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.


 


(e)           All amounts due under this Section shall
be payable promptly after written demand therefor.


 


SECTION 10.04             Successors and Assigns.


 


(a)           The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Lender that issues any Letter of Credit), except that (i) no
Obligor may assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Obligor without such 


 


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consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Lender that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Lender and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           (i)  Subject to the conditions
set forth in paragraph (b)(ii) below, any Lender may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:


 


(A)          the Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;


 


(B)           with respect to an assignment of a
Revolving Lender’s Revolving Commitment or a Revolving Lender’s obligations in
respect of its LC Exposure or Swing Line Exposure, the Issuing Lender and
the Swing Line Lender; and


 


(C)           the Administrative Agent, provided
that no consent of the Administrative Agent shall be required for an assignment
of any Term Loan or Incremental Loan to a Lender, an Affiliate of a Lender or
an Approved Fund.


 


(ii)           Assignments shall be subject to the
following additional conditions:


 


(A)          except in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment,
the amount of the Commitment of the assigning Lender subject to each such
assignment (determined as of the date the Assignment and Assumption with
respect to such assignment is delivered to the Administrative Agent) shall not
be less than $1,000,000 and, after giving effect to such assignment, the
assigning Lender shall not have Commitment(s) and/or Loan(s) less
than $1,000,000, unless, in each case, each of the Borrower and the
Administrative Agent otherwise consent, provided that (i) no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing and (ii) in the event of concurrent assignments to two
or more funds that are advised or managed by the same investment advisor, all
such concurrent assignments shall be aggregated in determining compliance with
this minimum assignment requirement;


 


(B)           each partial assignment of
Commitments or Loans of any Class shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations in
respect of its Commitment and Loans of such Class under this Agreement, provided
that this clause shall not be construed to prohibit assignment of a
proportionate part of all the assigning Lender’s rights and obligations in
respect of one Class of Commitments or Loans;


 


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(C)           the parties to each assignment shall
execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500; and


 


(D)          the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.


 


(iii)          Subject to acceptance and recording
thereof pursuant to paragraph (b)(iv) of this Section, from and after
the effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and
10.03).  Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.


 


(iv)          The Administrative Agent, acting for
this purpose as an agent of the Borrower, shall maintain at one of its offices
a copy of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lender and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection by the Borrower, the Issuing Lender and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.


 


(v)           Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and an assignee, the
assignee’s completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. 
No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.


 


(c)           (i)  Any Lender may, without the
consent of the Borrower, the Administrative Agent, the Issuing Lender or the
Swing Line Lender, sell participations to one or more banks or other entities
(a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement and the other Loan Documents (including all or
a portion of its Commitments and the Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement and the other Loan
Documents shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent, the Issuing Lender and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement and
the other Loan Documents.  Any agreement
or instrument pursuant to which a Lender sells such a participation 


 


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shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement and the other Loan Documents; provided that such
agreement or instrument may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver described in
the first proviso to Section 10.02(b) that affects such
Participant.  Subject to
paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14, and
2.15 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided that such Participant agrees to be
subject to Section 2.16(d) as though it were a Lender.


 


(ii)           A Participant shall not be entitled
to receive any greater payment under Section 2.13 or 2.15 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as
though it were a Lender.


 


(d)           Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank, and this Section shall
not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


(e)           Anything in this Section to the
contrary notwithstanding, no Lender may assign or participate any interest in
any Loan or LC Exposure held by it hereunder to the Borrower or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.


 


SECTION 10.05             Survival.  All covenants, agreements,
representations and warranties made by the Obligors herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans and issuance of any Letters of Credit, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Lender or any Lender
may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. 
The provisions of Sections 2.13, 2.14, 2.15, 3.03 and 10.03 and
Article IX shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.


 


SECTION 10.06             Counterparts; Integration;
Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which 


 


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shall constitute an
original, but all of which when taken together shall constitute a single
contract.  This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof.  Upon the effectiveness of this Agreement as
provided in Section 5.01, this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 10.07             Severability.  Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


 


SECTION 10.08             Right of Setoff.  If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates is
hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of any Obligor against any of and all the obligations of any
Obligor now or hereafter existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under
this Agreement and although such obligations may be unmatured.  The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.


 


SECTION 10.09             Governing Law; Jurisdiction;
Consent to Service of Process.


 


(a)           This Agreement shall be construed in
accordance with and governed by the law of the State of New York.


 


(b)           Each Obligor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the
extent permitted by law, in such Federal court. 
Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall
affect any right that the Administrative Agent, the Issuing Lender or any
Lender may otherwise have to bring any action or proceeding relating to this
Agreement against any Obligor or its properties in the courts of any
jurisdiction.


 


(c)           Each Obligor hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement in
any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably



 


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waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(d)           Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices
in Section 10.01.  Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.


 


SECTION 10.10             WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 10.11             Headings.  Article and Section headings
and the Table of Contents used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.


 


SECTION 10.12             Confidentiality.  Each of the Administrative
Agent, the Issuing Lender and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any suit, action or
proceeding relating to this Agreement or under any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the
consent of the Borrower or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent, the Issuing Lender or
any Lender on a nonconfidential basis from a source other than an Obligor.  For the purposes of this Section, “Information”
means all information received from any Obligor relating to the Holding
Company, the Borrower, any Subsidiary or any of their respective businesses,
other than any such information that is available to the Administrative Agent,
the Issuing Lender or any Lender on a nonconfidential basis prior to disclosure
by an Obligor; provided that, in the case of information received from
an Obligor after the date hereof, such information is clearly identified at the
time of delivery as confidential.  Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain 


 


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the confidentiality
of such Information as such Person would accord to its own confidential
information.


 


EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS
DEFINED IN THIS SECTION) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE
MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES
OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.  ALL INFORMATION, INCLUDING REQUESTS
FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE
AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES.  ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED
IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND
STATE SECURITIES LAWS.


 


SECTION 10.13             Cure of Defaults by the
Administrative Agent or the Lenders.  Notwithstanding anything contained herein to
the contrary, the Administrative Agent or any Lender may in its sole
discretion, but shall not be obligated to, (a) cure any monetary default
under any Program Services Agreement or (b) cure, by monetary payment or
by performance, any default under any lease or option agreement to which the
Borrower or any Subsidiary is a party. 
In each case referred to in the foregoing clauses (a) and (b),
the Borrower shall reimburse the Administrative Agent or such Lender for any
such payment, and shall indemnify the Administrative Agent or such Lender for
any and all costs and expenses (including the fees and expenses of counsel)
incurred by the Administrative Agent or such Lender in connection with any such
performance, in each case with interest, at the Alternate Base Rate plus the
Applicable Margin (for ABR Loans held by the Extending Revolving Lenders),
payable from the date of such payment or performance by the Administrative
Agent or such Lender to the date of reimbursement by the Borrower.  Without limiting the generality of the
foregoing, the Administrative Agent or any Lender may in its sole discretion,
but shall not be obligated to, cure, by monetary payment or by performance, any
default as permitted by any Consent and Agreement and the Borrower shall
reimburse the Administrative Agent or such Lender for any such payment, and
shall indemnify the Administrative Agent or such Lender for any and all costs
and expenses (including the fees and expenses of counsel) incurred by the
Administrative Agent or such Lender in connection with any such performance, in
each case with interest, at the Alternate Base Rate plus the
Applicable Margin (as provided above), payable from the date of such payment or
performance by the Administrative Agent or such Lender to the date of
reimbursement by the Borrower.


 


SECTION 10.14             USA PATRIOT Act.  Each Lender hereby notifies
the Obligors that pursuant to the requirements of the USA PATRIOT Act, it may
be required to obtain, verify and record information that identifies the Obligors,
which information includes the name and address of 


 


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the Obligors and
other information that will allow such Lender to identify the Obligors in
accordance with said Act.


 


SECTION 10.15             Effect of Amendment and
Restatement.  Upon the Fourth Restatement Effective Date,
this Agreement shall amend, and restate as amended, the Existing Credit
Agreement, but shall not constitute a novation thereof or in any way impair or
otherwise affect the rights or obligations of the parties thereunder (including
with respect to Loans and representations and warranties made thereunder)
except as such rights or obligations are amended or modified hereby.  The Existing Credit Agreement as amended and
restated hereby shall be deemed to be a continuing agreement among the parties,
and all documents, instruments and agreements delivered pursuant to or in
connection with the Existing Credit Agreement not amended and restated in
connection with the entry of the parties into this Agreement shall remain in
full force and effect, each in accordance with its terms, as of the date of
delivery or such other date as contemplated by such document, instrument or
agreement to the same extent as if the modifications to the Existing Credit
Agreement contained herein were set forth in an amendment to the Existing
Credit Agreement in a customary form, unless such document, instrument or
agreement has otherwise been terminated or has expired in accordance with or
pursuant to the terms of this Agreement, the Existing Credit Agreement or such
document, instrument or agreement or as otherwise agreed by the required
parties hereto or thereto.


 


SECTION 10.16             Termination of Lehman’s
Revolving Commitment.


 


(a)           Effective as of the Fourth
Restatement Effective Date, the parties hereto (including, for purposes of this
Section, Lehman Commercial Paper Inc. (“LCPI”), which shall consent
hereto by executing and delivering an instrument in form and substance
satisfactory to the Administrative Agent) hereby agree that the Revolving
Commitment of LCPI under the Existing Credit Agreement of $6,363,636.36 shall
be terminated (but without affecting whatsoever the Commitments of the other
Lenders hereunder), such Revolving Commitment and the LC Exposure of LCPI shall
be reduced to zero (0), and LCPI shall cease to be a Revolving Lender party to
this Agreement and shall have no further obligation to make any extension of
credit under this Agreement (including any obligation in respect of Letters of
Credit, if any, outstanding as of the Fourth Restatement Effective Date); provided
that, notwithstanding such termination, LCPI shall remain entitled to its
rights pursuant to indemnification and other provisions of the Existing Credit
Agreement and the other Loan Documents referred to therein which by their terms
survive the termination of the Commitments and the repayment of all obligations
thereunder.


 


(b)           The Borrower hereby unconditionally
and irrevocably waives all claims, suits, debts, liens, losses, causes of
action, demands, rights, damages or costs, or expenses of any kind, character
or nature whatsoever, known or unknown, fixed or contingent, whether in
contract or tort, which any of them may have or claim to have against LCPI (in
its capacity as a Lender) or its agents, employees, officers, affiliates,
directors, representatives, attorneys, successors and assigns (collectively,
the “Released Parties”) to the extent arising out of or in connection
with the Existing Credit Agreement and such other Loan Documents including,
without limitation, any failure by LCPI to fund any Loan or other amount to be
funded by the Lenders thereunder (collectively, the “Claims”).  The Company further agrees forever to refrain
from commencing, instituting or prosecuting any lawsuit, action or other
proceeding against any Released Parties with respect to any and all of the
foregoing described waived, released, acquitted and discharged Claims or from
exercising any right of recoupment or setoff that it may have under a master
netting agreement or otherwise against any Released Party with respect to the
obligations under the Existing Credit 


 


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Agreement and such other
Loan Documents.  Each of the Released
Parties shall be a third party beneficiary of the agreements of the Borrower
under this Section.


 


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Annex
I

Specified Second Lien Indebtedness
Leverage Test


 


1.             Definition
of Specified Second Lien Indebtedness Leverage Test.


 


“Specified Second Lien Indebtedness
Leverage Test” means the Secured Debt to Operating Cash Flow Ratio of the
Borrower and the Restricted Subsidiaries at the time of such restricted
payment, after giving pro forma effect thereto, shall be 5.5x or less.


 


2.             Other
Defined Terms.  The following
additional terms shall have the meanings set forth below when used in this
Annex I.  Other capitalized terms used
herein and not otherwise defined herein shall have the meaning attributed to
such terms in Section 1.01 of this Agreement (or if not defined in this
Agreement, such terms shall have the meanings attributed to such terms in the
Initial Second Priority Debt Indenture).


 


“Acquired Indebtedness” means
Indebtedness of a Person (i) existing at the time such Person becomes a
Subsidiary or (ii) assumed in connection with the acquisition of assets
from such Person, in each case, other than Indebtedness incurred in connection
with, or in contemplation of, such Person becoming a Subsidiary or such
acquisition. Acquired Indebtedness shall be deemed to be incurred on the date
of the related acquisition of assets from any Person or the date the acquired
Person becomes a Subsidiary.


 


“Acquisition Agreements” means,
collectively, the Merger Agreements and the Cunningham Asset Purchase
Agreements.


 


“Affiliate” means, with respect to any
specified Person, (i) any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified
Person, (ii) any other Person that owns, directly or indirectly, 5% or
more of such Person’s Equity Interests or any officer or director of any such
Person or other Person or, with respect to any natural Person, any Person
having a relationship with such Person or other Person by blood, marriage or
adoption not more remote than first cousin or (iii) any other Person 10%
or more of the voting Equity Interests of which are beneficially owned or held
directly or indirectly by such specified Person.  For the purposes of this definition, “control”
when used with respect to any specified Person means the power to direct the
management and policies of such Person directly or indirectly, whether through
ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Board of Directors” means the board of
directors of the Borrower or any Guarantor, as the case may be, or any duly
authorized committee of such board.


 


“Board Resolution” means a copy of a
resolution certified by the Secretary or an Assistant Secretary of the Borrower
or any Guarantor, as the case may be, to have been duly adopted by the Board of
Directors of such entity and to be in full force and effect on the date of such
certification, and delivered to the Trustee.


 


“Business Day” means any day that is
not a Saturday, Sunday or other day on which commercial banks in New York City
or the city in which the Corporate Trust Office is located are authorized or
required by law to remain closed.


 


 

















 


“Capital Lease Obligation” means any
obligation of the Borrower and the Restricted Subsidiaries on a Consolidated
basis under any capital lease of real or personal property which, in accordance
with GAAP, has been recorded as a capitalized lease obligation.


 


“Consolidated Interest Expense” means,
without duplication, for any period, the sum of (a) the cash interest
expense of the Borrower and the Consolidated Restricted Subsidiaries for such
period, on a consolidated basis, including, without limitation, (i) amortization
of debt discount, (ii) the net cost under interest rate contracts
(including amortization of discounts), (iii) the interest portion of any
deferred payment obligation, and (iv) accrued interest, plus (b) the
interest component of the Capital Lease Obligations paid, accrued and/or
scheduled to be paid or accrued by the Borrower during such period, and all
capitalized interest of the Borrower and the Consolidated Restricted
Subsidiaries, in each case as determined in accordance with GAAP consistently
applied; provided that, for the avoidance of doubt, Consolidated
Interest Expense shall not include any cash interest expense associated with
the Existing Convertible Notes.


 


“Consolidated Net Income (Loss)” means,
for any period, the Consolidated net income (or loss) of the Borrower and the
Consolidated Restricted Subsidiaries for such period as determined in
accordance with GAAP consistently applied, adjusted, to the extent included in
calculating such net income (or loss), (a) by excluding, without
duplication, (i) all extraordinary gains but not losses (less all fees and
expenses relating thereto), (ii) the portion of net income (or loss) of
the Borrower and the Consolidated Restricted Subsidiaries allocable to
interests in unconsolidated Persons or Unrestricted Subsidiaries, except to the
extent of the amount of dividends or distributions actually paid to the
Borrower or the Consolidated Restricted Subsidiaries by such other Person
during such period, (iii) any gain or loss, net of taxes, realized upon
the termination of any employee pension benefit plan, (iv) net gains but
not losses (less all fees and expenses relating thereto) in respect of
dispositions of assets other than in the ordinary course of business, (v) the
net income of the Borrower or any Restricted Subsidiary to the extent that the
declaration of dividends or similar distributions by the Borrower or that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to the Borrower, that Restricted Subsidiary or its
shareholders, (vi) any impairment charge or asset write-off, in each case,
pursuant to GAAP and the amortization of intangibles and other assets or any
depreciation expense, in each case, pursuant to GAAP, or (vii) expenses
relating to the issuance of the Securities and the Initial Debt Transactions;
and (b) by including, to the extent excluded in calculating such net
income (or loss), without duplication, any cash contributions to the Borrower
or any Restricted Subsidiary by Unrestricted Subsidiaries.


 


“Consolidation” means, with respect to
any Person, the consolidation of the accounts of such Person and each of its
subsidiaries (other than any Unrestricted Subsidiaries) if and to the extent
the accounts of such Person and each of its subsidiaries (other than any
Unrestricted Subsidiaries) would normally be consolidated with those of such
Person, all in accordance with GAAP consistently applied. The term “Consolidated”
shall have a similar meaning.


 


“Corporate Trust Office” means the
office of the Trustee or an affiliate or agent thereof at which at any
particular time the corporate trust business for the purposes of the Initial
Second Priority Debt Indenture shall be principally administered, which office
at the date of execution of the Initial Second Priority Debt Indenture is
located at U.S. Bank National Association, Two James Center, 1021 E. Cary
Street, 18th Floor, Richmond, VA 23219, Attention: Melody M. Scott.


 


2

















 


“Default” means any event which is, or
after notice or passage of any time or both would be, an Event of Default.


 


“Designated SBG Subsidiary” means (a) KDSM,
LLC and KDSM, Licensee, LLC and (b) each other Subsidiary of the Holding
Company that is designated as a “Designated SBG Subsidiary” after the Issue
Date pursuant to the Initial Second Priority Debt Indenture or this Agreement,
in each case so long as such Subsidiary remains a Designated SBG Subsidiary.
The Holding Company and the Borrower may, at any time or from time to time upon
not less than five Business Days’ notice to the Trustee (or such shorter period
which is acceptable to the Trustee), designate any subsidiary of the Holding
Company (other than the Borrower or any of its directly or indirectly owned
Subsidiaries) (including any acquired or newly formed subsidiary of the Holding
Company) to be a “Designated SBG Subsidiary” for purposes of the Initial Second
Priority Debt Indenture. The designation by the Holding Company and the
Borrower of any subsidiary of the Holding Company as a Designated SBG
Subsidiary hereunder shall be effective subject to satisfaction of the
following conditions: (i) immediately before and after giving effect to
such designation, no Default shall have occurred or be continuing and (ii) the
Trustee shall have received a certificate of a senior officer of the Holding
Company and the Borrower certifying that the conditions to the designation of
such Designated SBG Subsidiary under the Initial Second Priority Debt Indenture
have been satisfied.


 


“Disqualified Equity Interests” means
any Equity Interests that, either by their terms or by the terms of any
security into which they are convertible or exchangeable or otherwise, are, or
upon the happening of an event or passage of time would be required to be,
redeemed prior to any Stated Maturity of the principal of the Securities or are
redeemable at the option of the holder thereof at any time prior to any such
Stated Maturity (other than upon a change of control of or sale of assets by
the Borrower in circumstances where the Holders of the Securities would have
similar rights), or are convertible into or exchangeable for debt securities at
any time prior to any such Stated Maturity at the option of the holder thereof.


 


“Equity Interest” of any Person means
any and all shares, interests, rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
corporate stock or other equity participations, including partnership
interests, whether general or limited, of such Person, including any Preferred
Equity Interests.


 


“Event of Default” has the meaning
specified in Article Five of the Initial Second Priority Debt Indenture.


 


“Existing Convertible Notes” means the
Holding Company 3.0% Convertible Notes and the Holding Company 4.875%
Convertible Notes.


 


“Fair Market Value” means, with respect
to any asset or property, the sale value that would be obtained in an arm’s-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy.


 


“Film Contract” means contracts with
suppliers that convey the right to broadcast specified films, videotape motion
pictures, syndicated television programs or sports or other programming.


 


3

















 


“Generally Accepted Accounting Principles”
or “GAAP” means generally accepted accounting principles in the United
States, consistently applied, which are in effect on the Issue Date.


 


“Guarantee” means the guarantee by any
Guarantor of the Borrower’s Indenture Obligations pursuant to a guarantee given
in accordance with the Initial Second Priority Debt Indenture, including,
without limitation, the Guarantees by the Guarantors included in Article Thirteen
of the Initial Second Priority Debt Indenture and any Guarantee delivered
pursuant to Section 1013 of the Initial Second Priority Debt Indenture.


 


“Guaranteed Debt” of any Person means,
without duplication, all Indebtedness of any other Person referred to in the
definition of Indebtedness as set forth in this Annex I guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement (i) to pay or purchase such
Indebtedness or to advance or supply funds for the payment or purchase of such
Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Indebtedness or to assure the
holder of such Indebtedness against loss, (iii) to supply funds to, or in
any other manner invest in, the debtor (including any agreement to pay for
property or services without requiring that such property be received or such
services be rendered), (iv) to maintain working capital or equity capital
of the debtor, or otherwise to maintain the net worth, solvency or other
financial condition of the debtor or (v) otherwise to assure a creditor
against loss; provided, that the term “guarantee” shall not include
endorsements for collection or deposit, in either case in the ordinary course
of business.


 


“Guarantor” means (i) initially,
the entities listed in Annex A of the Initial Second Priority Debt Indenture
and (ii) each of the Borrower’s Subsidiaries and each Designated SBG
Subsidiary which becomes a Guarantor of the Securities pursuant to the
provisions of the Initial Second Priority Debt Indenture, and their successors,
in each case, until released from its respective Guarantee pursuant to the
Initial Second Priority Debt Indenture.


 


“Hedging Agreement” means any swap
agreement, cap agreement, collar agreement, put or call, futures contract,
forward contract or similar agreement or arrangement entered into to protect
against or mitigate the effect of fluctuations in the price of the Borrower’s
publicly issued common stock or in interest rates, foreign exchange rates or
prices of commodities used in the business of the Borrower and its Subsidiaries
and any master agreement relating to any of the foregoing.


 


“Holder” means a Person in whose name a
Security is registered in the Security Register.


 


“Indebtedness” means, with respect to
any Person, without duplication, (i) all indebtedness of such Person for
borrowed money or for the deferred purchase price of property or services,
excluding any trade payables and other accrued current liabilities arising in
the ordinary course of business, but including, without limitation, all
obligations, contingent or otherwise, of such Person in connection with any
letters of credit issued under letter of credit facilities, acceptance
facilities or other similar facilities and in connection with any agreement to
purchase, redeem, exchange, convert or otherwise acquire for value any Equity
Interests of such Person, or any warrants, rights or options to acquire such
Equity Interests, now or hereafter outstanding, (ii) all obligations of
such Person evidenced by bonds, notes, debentures or other similar instruments,
(iii) all indebtedness created or arising under any conditional sale or
other title retention agreement with


 


4

















 


respect to property acquired by such Person
(even if the rights and remedies of the seller or lender under such agreement
in the event of default are limited to repossession or sale of such property),
but excluding trade payables arising in the ordinary course of business, (iv) all
obligations under Interest Rate Agreements of such Person (but excluding any
terminated derivatives being amortized), (v) all Capital Lease Obligations
of such Person, (vi) all Indebtedness referred to in clauses (i) through
(v) above of other Persons and all dividends of other Persons, to the
extent the payment of such Indebtedness or dividends is secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien, upon or with respect to property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness, (vii) all Guaranteed Debt of such Person, (viii) all
Disqualified Equity Interests valued at the greater of their voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends,
and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any liability of the types referred to
in clauses (i) through (viii) above; provided, however,
that the term Indebtedness shall not include any obligations of the Borrower
and the Restricted Subsidiaries with respect to Film Contracts entered into in
the ordinary course of business. The amount of Indebtedness of any Person at
any date shall be, without duplication, the principal amount that would be
shown on a balance sheet of such Person prepared as of such date in accordance
with GAAP and the maximum determinable liability of any Guaranteed Debt
referred to in clause (vii) above at such date. The Indebtedness of the
Borrower and the Restricted Subsidiaries shall not include any Indebtedness of
Unrestricted Subsidiaries so long as such Indebtedness is non-recourse to the
Borrower and the Restricted Subsidiaries. For purposes hereof, the “maximum
fixed repurchase price” of any Disqualified Equity Interests which do not have
a fixed repurchase price shall be calculated in accordance with the terms of
such Disqualified Equity Interests as if such Disqualified Equity Interests
were purchased on any date on which Indebtedness shall be required to be determined
pursuant to the Initial Second Priority Debt Indenture, and if such price is
based upon, or measured by, the Fair Market Value of such Disqualified Equity
Interests, such Fair Market Value to be determined in good faith by the Board
of Directors of the issuer of such Disqualified Equity Interests. The amount of
any Indebtedness outstanding as of any date shall be (a) the accreted
value thereof in the case of any Indebtedness issued with original issue
discount or the aggregate principal amount outstanding in the case of
Indebtedness issued with interest payable in kind and (b) the principal
amount or liquidation preference thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other Indebtedness.


 


“Indenture Obligations” means the
obligations of the Borrower and any other obligor under the Initial Second
Priority Debt Indenture or under the Securities, including any Guarantor, to
pay principal, premium, if any, and interest when due and payable, and all
other amounts due or to become due under or in connection with the Initial
Second Priority Debt Indenture, the Securities and the performance of all other
obligations to the Trustee and the Holders under the Initial Second Priority
Debt Indenture and the Securities, according to the terms thereof.


 


“Initial Debt Transactions” means (i) the
issuance of the Securities by the Borrower and the Guarantees by the
Guarantors, (ii) the completion by the Borrower of the tender offers for
the Existing Convertible Notes, (iii) the negotiation and execution of the
MOU and all transactions contemplated thereby, including the amendment and
restatement of the Program Services Agreements, the Option Agreements and the
Acquisition Agreements with Cunningham and (iv) the negotiation and
execution of this Agreement.


 


5

















 


“Interest Rate Agreements” means one or
more of the following agreements which shall be entered into from time to time
by one or more financial institutions: interest rate protection agreements
(including, without limitation, interest rate swaps, caps, floors, collars and
similar agreements) and any obligations in respect of any Hedging Agreements.


 


“Investments” means, with respect to
any Person, directly or indirectly, any advance, loan (including guarantees),
or other extension of credit or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others), or any purchase, acquisition or
ownership by such Person of any Equity Interests, bonds, notes, debentures or
other securities or assets issued or owned by any other Person and all other
items that would be classified as investments on a balance sheet prepared in
accordance with GAAP.


 


“Issue Date” means October 29,
2009.


 


“Lien” means any mortgage, charge,
pledge, lien (statutory or otherwise), privilege, security interest,
hypothecation or other encumbrance upon or with respect to any property of any
kind (including any conditional sale or other title retention agreement, any
leases in the nature thereof, and any agreement to give any security interest),
real or personal, movable or immovable, now owned or hereafter acquired.


 


“Merger Agreements” means (i) those
certain Plans and Agreements of Merger dated July 3, 2002 by and between
Columbus (WTTE-TV), Inc. (a subsidiary of Cunningham) and Baltimore
(WNUV-TV), Inc. (a subsidiary of Cunningham) and the Holding Company and (ii) that
certain Plan and Agreement of Merger dated November 15, 1999, by and among
Glencairn, Ltd. (now Cunningham), Anderson (WFBC-TV), Inc. and the
Holding Company and Sinclair Acquisition XI, Inc., as such agreements have
been amended, modified, and supplemented from time to time.


 


“MOU” means the Memorandum of
Understanding dated September 8, 2009, by and among Cunningham and its
subsidiaries, The Carolyn C. Smith Cunningham Trust, the Carolyn Smith’s
Grandchildren’s Trust I, the Carolyn Smith’s Grandchildren’s Trust II, the
Carolyn Smith’s Grandchildren’s Trust III and The Carolyn Smith’s Grandchildren’s
Trust IV and the Holding Company on behalf of itself and certain applicable
subsidiaries, as amended by Amendment No. 1 dated October 6, 2009.


 


“Officers’ Certificate” means a
certificate signed on behalf of the Holding Company or the Borrower by the
Chairman of the Board, Vice Chairman of the Board, Principal Executive Officer
or a Vice President (regardless of vice presidential designation) and the
Principal Financial Officer, the Treasurer or an Assistant Treasurer, the
Secretary or an Assistant Secretary or the Principal Accounting Officer of the
Holding Company or the Borrower respectively.


 


“Operating Cash Flow” means, for any
period, the Consolidated Net Income (Loss) of the Borrower and the Restricted
Subsidiaries for such period, plus (a) extraordinary net losses and
net losses on sales of assets outside the ordinary course of business during
such period, to the extent such losses were deducted in computing Consolidated
Net Income (Loss), plus (b) provision for taxes based on income or
profits, to the extent such provision for taxes was included in computing such
Consolidated Net Income (Loss), and any provision for taxes utilized in
computing the net losses under clause (a) hereof, plus (c) Consolidated
Interest Expense of the Borrower and the Restricted Subsidiaries for such
period, plus (d) depreciation, amortization and all other non-cash
charges, to the


 


6

















 


extent such depreciation, amortization and other
non-cash charges were deducted in computing such Consolidated Net Income (Loss)
(including amortization of goodwill and other intangibles, including Film
Contracts and write-downs of Film Contracts), plus (e) to the
extent deducted from Consolidated Net Income (Loss), all transaction costs
relating to the Initial Debt Transactions  and the amount
of Purchase Options Deposits paid, plus (f) cash distributions
received from Unrestricted Subsidiaries, minus (g) any cash
payments contractually required to be made with respect to Film Contracts (to
the extent not previously included in computing such Consolidated Net Income
(Loss)).


 


“Option Agreements” means those certain
Common Voting Capital Stock Option Agreements, each of which is dated May 3,
1995, pursuant to which the Holding Company was granted an option to acquire
certain shares of capital stock of Cunningham from Carolyn Smith (now the
Carolyn C. Smith Cunningham Trust), the Carolyn Smith’s Grandchildren’s Trust
I, the Carolyn Smith’s Grandchildren’s Trust II, the Carolyn Smith’s
Grandchildren’s Trust III, and the Carolyn Smith’s Grandchildren’s Trust IV, as
such agreements have been amended, modified and supplemented from time to time.


 


“Permitted Indebtedness” has the
meaning specified in Section 1008 of the Initial Second Priority Debt
Indenture.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivisions thereof.


 


“Preferred Equity Interest,” as applied
to the Equity Interests of any Person, means an Equity Interest of any class or
classes (however designated) which is preferred as to the payment of dividends
or distributions, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such person, over Equity Interests of
any other class of such Person.


 


“Purchase Options Deposits” means any
payments made by the Borrower to Cunningham for up to $33,000,000 in the
aggregate pursuant to the transaction contemplated by the MOU, whereby such
payments are credited toward the purchase price the Borrower would pay for each
station owned by Cunningham.


 


“Restricted Payment” has the meaning
specified in Section 1009 of the Initial Second Priority Debt Indenture.


 


“Restricted Subsidiary” means a
Subsidiary of the Borrower (including, for the avoidance of doubt, any
Designated SBG Subsidiary) other than an Unrestricted Subsidiary.


 


“Secured Debt to Operating Cash Flow Ratio”
means, as of the date of determination, the ratio of (a) the aggregate
principal amount of all outstanding secured Indebtedness (other than
Indebtedness secured by a Lien that is junior to the second-priority Liens
securing the Securities and the Guarantees), of the Borrower and the Restricted
Subsidiaries as of such date on a consolidated basis to (b) Operating Cash
Flow of the Borrower and the Restricted Subsidiaries on a consolidated basis
for the four most recent full fiscal quarters ending immediately prior to such
date, determined on a pro forma basis (and after giving pro forma effect to (i) the
incurrence of such Indebtedness and (if applicable) the application of the net
proceeds therefrom, including to refinance other Indebtedness, as if such
Indebtedness was incurred, and the application of such proceeds occurred, at
the beginning of such four-quarter period; (ii) the incurrence, repayment
or retirement of any other


 


7

















 


Indebtedness by the Borrower and the
Restricted Subsidiaries since the first day of such four-quarter period as if
such Indebtedness was incurred, repaid or retired at the beginning of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average balance of such Indebtedness at the end of each month during such
four-quarter period); (iii) in the case of Acquired Indebtedness, the
related acquisition as if such acquisition had occurred at the beginning of
such four-quarter period; and (iv) any acquisition or disposition by the
Borrower and the Restricted Subsidiaries of any company or any business or any
assets out of the ordinary course of business, or any related repayment of
Indebtedness, in each case since the first day of such four-quarter period,
assuming such acquisition or disposition had been consummated on the first day
of such four-quarter period).


 


“Securities” means the Initial Second
Priority Debt and, if and when issued, Additional Second Priority Debt.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 306 of
the Initial Second Priority Debt Indenture.


 


“Stated Maturity,” when used with
respect to any Indebtedness or any installment of interest thereon, means the
date specified in such Indebtedness as the fixed date on which the principal of
such Indebtedness or such installment of interest is due and payable.


 


“Subsidiary” means any Person a
majority of the equity ownership or the Voting Stock of which is at the time
owned, directly or indirectly, by the Borrower or by one or more other
Subsidiaries, or by the Borrower and one or more other Subsidiaries; provided
that each Designated SBG Subsidiary shall be deemed to be a Subsidiary of the
Borrower for all purposes of the Securities and the Initial Second Priority
Debt Indenture (unless the context otherwise requires).


 


“Trustee” means U.S. Bank National
Association, a national banking association organized under the laws of the
United States of America, until a successor Trustee shall have become such
pursuant to the applicable provisions of the Initial Second Priority Debt
Indenture, and thereafter “Trustee” shall mean such successor Trustee.


 


“Unrestricted Subsidiary” means (a) any
Subsidiary of the Borrower that at the time of determination shall be an
Unrestricted Subsidiary (as designated by the Board of Directors of the
Borrower, as provided below) and (b) any Subsidiary of an Unrestricted
Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary
of the Borrower (including any newly acquired or newly formed Subsidiary) to be
an Unrestricted Subsidiary (and remove any Designated SBG Subsidiary as a
Restricted Subsidiary and a Subsidiary) if all of the following conditions
apply: (i) such Subsidiary is not liable, directly or indirectly, with
respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness and
(ii) any Investment in such Subsidiary made as a result of designating
such Subsidiary an Unrestricted Subsidiary shall not violate the provisions of Section 1018
of the Initial Second Priority Debt Indenture. Any such designation by the
Board of Directors of the Borrower shall be evidenced to the Trustee by filing
with the Trustee a Board Resolution giving effect to such designation and an
Officers’ Certificate certifying that such designation complies with the
foregoing conditions. The Board of Directors of the Borrower may designate any
Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately
after giving effect to such designation, the Borrower could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to the
restrictions under Section 1008 of the Initial Second Priority Debt
Indenture.


 


8

















 


“Unrestricted Subsidiary Indebtedness”
of any Unrestricted Subsidiary means Indebtedness of such Unrestricted
Subsidiary (i) as to which none of the Borrower or any Restricted
Subsidiary is directly or indirectly liable (by virtue of the Borrower or any
such Restricted Subsidiary being the primary obligor on, guarantor of, or
otherwise liable in any respect to, such Indebtedness), except Guaranteed Debt
of the Borrower or any Restricted Subsidiary to any Affiliate, in which case
(unless the incurrence of such Guaranteed Debt resulted in a Restricted Payment
at the time of incurrence) the Borrower shall be deemed to have made a
Restricted Payment equal to the principal amount of any such Indebtedness to
the extent guaranteed at the time such Affiliate is designated an Unrestricted
Subsidiary and (ii) which, upon the occurrence of a default with respect
thereto, does not result in, or permit any holder of any Indebtedness of the
Borrower or any Restricted Subsidiary to declare, a default on such
Indebtedness of the Borrower or any Restricted Subsidiary or cause the payment
thereof to be accelerated or payable prior to its Stated Maturity.


 


“Voting Stock” means stock of
the class or classes pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect at least a majority of the
Board of Directors, managers or trustees of a corporation (irrespective of
whether or not at the time stock of any other class or classes shall have or
might have voting power by reason of the happening of any contingency).


 


9
















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.


 


	
   

  	
  BORROWER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SINCLAIR TELEVISION GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David B. Amy

  
	
   

  	
   

  	
  Title: 

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for the Borrower:

  
	
   

  	
  10706 Beaver Dam Road

  
	
   

  	
  Hunt Valley, Maryland 21030

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax I.D. Number for the Borrower:

  
	
   

  	
  55-0829972

  
					



 

















 


	
   

  	
  HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SINCLAIR BROADCAST GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:  David B. Amy

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for the Holding Company:

  
	
   

  	
  10706 Beaver Dam Road

  
	
   

  	
  Hunt Valley, Maryland 21030

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tax I.D. Number for the Holding Company:

  
	
   

  	
  52-1494660

  
				



 

















 


	
   

  	
  SUBSIDIARY GUARANTORS

  
	
   

  	
   

  
	
   

  	
  WCGV, INC.

  
	
   

  	
  SINCLAIR ACQUISITION IV, INC.

  
	
   

  	
  WLFL, INC.

  
	
   

  	
  SINCLAIR MEDIA I, INC.

  
	
   

  	
  WSMH, INC.

  
	
   

  	
  SINCLAIR MEDIA II, INC.

  
	
   

  	
  WSTR LICENSEE, INC.

  
	
   

  	
  WGME, INC.

  
	
   

  	
  SINCLAIR MEDIA III, INC.

  
	
   

  	
  WTTO, INC.

  
	
   

  	
  WTVZ, INC.

  
	
   

  	
  WYZZ, INC.

  
	
   

  	
  KOCB, INC.

  
	
   

  	
  WDKY, INC.

  
	
   

  	
  WYZZ LICENSEE, INC.

  
	
   

  	
  KLGT, INC.

  
	
   

  	
  SINCLAIR TELEVISION COMPANY II, INC.

  
	
   

  	
  WSYX LICENSEE, INC.

  
	
   

  	
  WGGB, INC.

  
	
   

  	
  WTWC, INC.

  
	
   

  	
  SINCLAIR COMMUNICATIONS II, INC.

  
	
   

  	
  SINCLAIR HOLDINGS I, INC.

  
	
   

  	
  SINCLAIR HOLDINGS II, INC.

  
	
   

  	
  SINCLAIR HOLDINGS III, INC.

  
	
   

  	
  SINCLAIR TELEVISION COMPANY, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF BUFFALO, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF CHARLESTON, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF NASHVILLE, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF NEVADA, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF TENNESSEE, INC.

  
	
   

  	
  SINCLAIR TELEVISION LICENSE HOLDER, INC.

  
	
   

  	
  SINCLAIR TELEVISION OF DAYTON, INC.

  
	
   

  	
  SINCLAIR ACQUISITION VII, INC.

  
	
   

  	
  SINCLAIR ACQUISITION VIII, INC.

  
	
   

  	
  SINCLAIR ACQUISITION IX, INC.

  
	
   

  	
  SINCLAIR ACQUISITION X, INC.

  
	
   

  	
  MONTECITO BROADCASTING CORPORATION

  
	
   

  	
  CHANNEL 33, INC.

  
	
   

  	
  WNYO, INC.

  
	
   

  	
  NEW YORK TELEVISION, INC.

  
	
   

  	
  BIRMINGHAM
  (WABM-TV) LICENSEE, INC.

  
	
   

  	
  RALEIGH (WRDC-TV) LICENSEE, INC.

  
	
   

  	
  SAN ANTONIO
  (KRRT-TV) LICENSEE, INC.

  
	
   

  	
  WVTV LICENSEE, INC.

  
	
   

  	
  SINCLAIR PROPERTIES, LLC

  
	
   

  	
  SINCLAIR PROPERTIES II, LLC

  



 

















 


	
   

  	
  KBSI LICENSEE L.P.

  
	
   

  	
  WMMP LICENSEE L.P.

  
	
   

  	
  WSYT LICENSEE L.P.

  
	
   

  	
   

  	
  By:

  	
  Sinclair Properties, LLC, General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WEMT LICENSEE L.P.

  
	
   

  	
  WKEF LICENSEE L.P.

  
	
   

  	
   

  	
  By:

  	
  Sinclair Properties II, LLC, General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WGME LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  WGME, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WICD LICENSEE, LLC

  
	
   

  	
  WICS LICENSEE, LLC

  
	
   

  	
  KGAN LICENSEE, LLC

  
	
   

  	
  KFXA LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Acquisition IV, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WSMH LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  WSMH, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WPGH LICENSEE, LLC

  
	
   

  	
  KDNL LICENSEE, LLC

  
	
   

  	
  WCWB LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Media I, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WTVZ LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  WTVZ, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR FINANCE, LLC

  
	
   

  	
  KLGT LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  KLGT, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WCGV LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  WCGV, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KUPN LICENSEE, LLC

  
	
   

  	
  WEAR LICENSEE, LLC

  
	
   

  	
  WFGX LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Media II, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WLFL LICENSEE, LLC

  
	
   

  	
  WRDC, LLC

  
	
   

  	
   

  	
  By:

  	
  WLFL, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WTTO LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  WTTO, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WTWC LICENSEE, LLC

  



 

















 


	
   

  	
   

  	
  By:

  	
  WTWC, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WGGB LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  WGGB, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KOCB LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  KOCB, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WDKY LICENSEE, LLC

  
	
   

  	
  KOKH, LLC

  	
   

  
	
   

  	
   

  	
  By:

  	
  WDKY, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KOKH LICENSEE, LLC,

  
	
   

  	
   

  	
  By:

  	
  KOKH, LLC, Member of KOKH Licensee, LLC

  
	
   

  	
   

  	
  By:

  	
  WDKY, Inc., Member of KOKH, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WUPN LICENSEE, LLC

  
	
   

  	
  WUTV LICENSEE, LLC

  
	
   

  	
  WXLV LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television of Buffalo, Inc.,
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WUXP LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television of Tennessee, Inc.,
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WCHS LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Media III, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WZTV LICENSEE, LLC

  
	
   

  	
  WVAH LICENSEE, LLC

  
	
   

  	
  WNAB LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television of Nashville, Inc.,
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WMSN LICENSEE, LLC

  
	
   

  	
  WUHF LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television Company, Inc.,
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WTAT LICENSEE, LLC

  
	
   

  	
  WRLH LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television of
  Charleston, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WRGT LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television of Dayton, Inc.,
  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR NEWSCENTRAL, LLC

  
	
   

  	
  CHESAPEAKE TELEVISION LICENSEE, LLC

  



 

















 


	
   

  	
  KABB LICENSEE, LLC

  
	
   

  	
  WLOS LICENSEE, LLC

  
	
   

  	
  SAN ANTONIO TELEVISION, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Communications, LLC, Sole Member

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television Group, Inc., Sole
  Member of Sinclair Communications, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SINCLAIR PROGRAMMING COMPANY, LLC

  
	
   

  	
  SINCLAIR COMMUNICATIONS, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Television Group, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KDSM, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Broadcast Group, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KDSM LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  KDSM, LLC, Sole Member of KDSM Licensee, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Broadcast Group, Inc., Sole
  Member of KDSM, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WDKA LICENSEE, LLC

  
	
   

  	
  WNYS LICENSEE, LLC

  
	
   

  	
   

  	
  By:

  	
  Sinclair Properties, LLC, Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David B. Amy, in his capacity as

  
	
   

  	
   

  	
  Executive Vice President, Secretary

  
	
   

  	
   

  	
  or Manager, as the case may be

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  as Swing Line Lender, as Issuing Lender and
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
   

  	
  as Tranche B-1 Term Loan Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: