Exhibit 10.1




 





 


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


 


WACHOVIA BANK, NATIONAL
ASSOCIATION


as Syndication Agent




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  SECTION 1.01.
  Defined Terms

  	
  1

  
	
  SECTION 1.02.
  Classification of Loans and Borrowings

  	
  36

  
	
  SECTION 1.03.
  Call Letters for Stations

  	
  36

  
	
  SECTION 1.04.
  Terms Generally

  	
  36

  
	
  SECTION 1.05.
  Accounting Terms; GAAP

  	
  37

  
	
   

  	
   

  
	
  ARTICLE II THE CREDITS

  	
  38

  
	
   

  	
   

  
	
  SECTION 2.01.
  The Credits

  	
  38

  
	
  SECTION 2.02.
  Loans and Borrowings

  	
  40

  
	
  SECTION 2.03.
  Requests for Borrowings

  	
  40

  
	
  SECTION 2.04.
  Letters of Credit

  	
  41

  
	
  SECTION 2.05.
  Funding of Borrowings

  	
  46

  
	
  SECTION 2.06.
  Interest Elections

  	
  46

  
	
  SECTION 2.07.
  Termination and Reduction of the Commitments

  	
  48

  
	
  SECTION 2.08.
  Repayment of Loans; Evidence of Debt

  	
  48

  
	
  SECTION 2.09.
  Prepayment of Loans

  	
  50

  
	
  SECTION 2.10.
  Fees

  	
  52

  
	
  SECTION 2.11.
  Interest

  	
  53

  
	
  SECTION 2.12.
  Alternate Rate of Interest

  	
  54

  
	
  SECTION 2.13.
  Increased Costs

  	
  54

  
	
  SECTION 2.14.
  Break Funding Payments

  	
  55

  
	
  SECTION 2.15.
  Taxes

  	
  56

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

  	
  57

  
	
  SECTION 2.17.
  Mitigation Obligations; Replacement of Lenders

  	
  58

  
	
  SECTION 2.18.
  Defaulting Lender

  	
  59

  
	
   

  	
   

  
	
  ARTICLE III GUARANTEE

  	
  59

  
	
   

  	
   

  
	
  SECTION 3.01.
  The Guarantee

  	
  59

  
	
  SECTION 3.02.
  Obligations Unconditional

  	
  60

  
	
  SECTION 3.03.
  Reinstatement

  	
  60

  
	
  SECTION 3.04.
  Subrogation

  	
  61

  
	
  SECTION 3.05.
  Remedies

  	
  61

  
	
  SECTION 3.06.
  Instrument for the Payment of Money

  	
  61

  
	
  SECTION 3.07.
  Continuing Guarantee

  	
  61

  
	
  SECTION 3.08.
  Rights of Contribution

  	
  61

  
	
  SECTION 3.09.
  General Limitation on Guarantee Obligations

  	
  62

  



 


i

















 


	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES

  	
  62

  
	
   

  	
   

  
	
  SECTION 4.01.
  Organization; Powers

  	
  62

  
	
  SECTION 4.02.
  Authorization; Enforceability

  	
  62

  
	
  SECTION 4.03.
  Governmental Approvals; No Conflicts

  	
  62

  
	
  SECTION 4.04.
  Financial Condition; Material Adverse Change

  	
  63

  
	
  SECTION 4.05.
  Properties

  	
  63

  
	
  SECTION 4.06.
  Litigation and Environmental Matters

  	
  64

  
	
  SECTION 4.07.
  Compliance with Laws and Agreements

  	
  66

  
	
  SECTION 4.08.
  Investment Company Status

  	
  66

  
	
  SECTION 4.09.
  Taxes

  	
  66

  
	
  SECTION 4.10.
  ERISA

  	
  66

  
	
  SECTION 4.11.
  Disclosure

  	
  66

  
	
  SECTION 4.12.
  Use of Credit

  	
  66

  
	
  SECTION 4.13.
  Indebtedness and Liens

  	
  67

  
	
  SECTION 4.14.
  Subsidiaries and Investments

  	
  67

  
	
  SECTION 4.15.
  Broadcast Licenses

  	
  67

  
	
  SECTION 4.16. Solvency

  	
  68

  
	
  SECTION 4.17.
  Security Documents

  	
  68

  
	
  SECTION 4.18.
  Real Property

  	
  69

  
	
   

  	
   

  
	
  ARTICLE V CONDITIONS

  	
  69

  
	
   

  	
   

  
	
  SECTION 5.01.
  Amendment and Restatement Effective Date

  	
  69

  
	
  SECTION 5.02.
  Each Credit Event

  	
  72

  
	
  SECTION 5.03.
  Each Incremental Loan

  	
  72

  
	
   

  	
   

  
	
  ARTICLE VI AFFIRMATIVE COVENANTS

  	
  73

  
	
   

  	
   

  
	
  SECTION 6.01.
  Financial Statements and Other Information

  	
  73

  
	
  SECTION 6.02.
  Notices of Material Events

  	
  75

  
	
  SECTION 6.03.
  Existence; Conduct of Business

  	
  75

  
	
  SECTION 6.04.
  Payment of Obligations

  	
  76

  
	
  SECTION 6.05.
  Maintenance of Properties; Insurance

  	
  76

  
	
  SECTION 6.06.
  Books and Records; Inspection Rights

  	
  77

  
	
  SECTION 6.07.
  Compliance with Laws and Contractual Obligations

  	
  77

  
	
  SECTION 6.08.
  Use of Proceeds and Letters of Credit

  	
  77

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

  	
  77

  
	
  SECTION 6.10.
  Designated SBG Subsidiaries

  	
  78

  
	
  SECTION 6.11.
  Collateral and Guarantee Requirement; Further Assurances

  	
  80

  
	
  SECTION 6.12.
  Post-Effective Date Matters

  	
  81

  
	
  SECTION 6.13.
  Tender Offer

  	
  81

  
	
   

  	
   

  
	
  ARTICLE VII NEGATIVE COVENANTS

  	
  82

  
	
   

  	
   

  
	
  SECTION 7.01.
  Indebtedness

  	
  82

  



 


ii

















 


	
  SECTION 7.02.
  Liens

  	
  84

  
	
  SECTION 7.03.
  Mergers, Consolidations, Etc.

  	
  86

  
	
  SECTION 7.04.
  Acquisitions

  	
  86

  
	
  SECTION 7.05.
  Dispositions

  	
  88

  
	
  SECTION 7.06.
  Lines of Business

  	
  89

  
	
  SECTION 7.07.
  Investments

  	
  89

  
	
  SECTION 7.08.
  Restricted Payments

  	
  90

  
	
  SECTION 7.09.
  Transactions with Affiliates

  	
  92

  
	
  SECTION 7.10.
  Restrictive Agreements

  	
  92

  
	
  SECTION 7.11.
  Certain Financial Covenants

  	
  93

  
	
  SECTION 7.12.
  Certain Other Indebtedness

  	
  94

  
	
  SECTION 7.13.
  Modifications of Certain Documents

  	
  94

  
	
  SECTION 7.14.
  License Subsidiaries

  	
  94

  
	
  SECTION 7.15.
  Program Services Agreements and Outsourcing Agreements

  	
  95

  
	
  SECTION 7.16.
  Limitation on Cure Rights

  	
  96

  
	
  SECTION 7.17.
  Sale and Leaseback Transactions

  	
  96

  
	
  SECTION 7.18.
  Covenants Applicable to Holding Company

  	
  97

  
	
  SECTION 7.19.
  Hedging Agreements

  	
  97

  
	
   

  	
   

  
	
  ARTICLE VIII EVENTS OF DEFAULT

  	
  98

  
	
   

  	
   

  
	
  ARTICLE IX THE ADMINISTRATIVE AGENT

  	
  101

  
	
   

  	
   

  
	
  ARTICLE X MISCELLANEOUS

  	
  106

  
	
   

  	
   

  
	
  SECTION 10.01.
  Notices

  	
  106

  
	
  SECTION 10.02.
  Waivers; Amendments

  	
  107

  
	
  SECTION 10.03.
  Expenses; Indemnity; Damage Waiver

  	
  108

  
	
  SECTION 10.04.
  Successors and Assigns

  	
  109

  
	
  SECTION 10.05.
  Survival

  	
  111

  
	
  SECTION 10.06.
  Counterparts; Integration; Effectiveness

  	
  112

  
	
  SECTION 10.07.
  Severability

  	
  112

  
	
  SECTION 10.08.
  Right of Setoff

  	
  112

  
	
  SECTION 10.09.
  Governing Law; Jurisdiction; Consent to Service of Process

  	
  112

  
	
  SECTION 10.10.
  WAIVER OF JURY TRIAL

  	
  113

  
	
  SECTION 10.11.
  Headings

  	
  113

  
	
  SECTION 10.12.
  Confidentiality

  	
  114

  
	
  SECTION 10.13.
  Cure of Defaults by the Administrative Agent or the Lenders

  	
  114

  
	
  SECTION 10.14.
  USA PATRIOT Act

  	
  115

  
	
  SECTION 10.15.
  Effect of Amendment and Restatement

  	
  115

  
	
  SECTION 10.16.
  Termination of Lehman’s Revolving Commitment

  	
  115

  



 


iii

















 


	
  SCHEDULE 1.01(a)

  	
  -

  	
  Revolving Commitments

  	
   

  
	
  SCHEDULE 1.01(b)

  	
  -

  	
  Owned Stations

  	
   

  
	
  SCHEDULE 1.01(c)

  	
  -

  	
  Contract Stations

  	
   

  
	
  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

  	
   

  
						



 


iv
















 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 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.


 


“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 


 


2

















 


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, ABR Loans that are Tranche B Term 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.  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, 3.50% and (ii) with
respect to Eurodollar Loans, 4.50%; (c) with respect to the
Tranche B-1 Term Loans (which may only be ABR Loans), 3.50%; and (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 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 


 


3

















 


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.


 


“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.


 


4

















 


“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).


 


“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 


 


5

















 


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 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;


 


6

















 


(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 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 


 


7

















 


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.


 


“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 


 


8

















 


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.


 


“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.


 


9

















 


“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 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.


 


10
















 


“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 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 


 


11

















 


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).


 


“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.


 


12

















 


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


 


13

















 


(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
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.


 


14

















 


“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.


 


“Hedging Obligations” means all
obligations of the Borrower or any Subsidiary now or hereafter from time to
time owing to any Lender and any Affiliate of a Lender in respect of any
Secured Hedging Agreement (including, without limitation, all interest thereon
and all other amounts whatsoever owing in respect thereof) entered into by the
Borrower or any Subsidiary.


 


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


 


“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.


 


15

















 


“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 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 


 


16

















 


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).


 


“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.


 


17

















 


“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 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 


 


18

















 


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.


 


“Lender Affiliate” means (a) with respect to any Lender, (i) an
Affiliate of such Lender or (ii) any Person (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Lender or
an Affiliate of such Lender and (b) with respect to any Lender that is a
fund that invests in bank loans, any other fund or trust or entity that invests
in bank loans and is advised or managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor.


 


“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 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 


 


19

















 


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 and Tranche B Term Loans, the LIBO Rate shall in no event at any time
be less than 2.00% 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.


 


“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.


 


20
















 


“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 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.


 


21

















 


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


 


“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 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

  	
   

  



 


22

















 


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.


 


“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 


 


23

















 


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 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 Second Priority Refinancing Debt”  means
any Indebtedness incurred by the Borrower in the form of second lien secured
notes or loans; provided that (a) 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, (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 


 


24

















 


date of the Initial Second Priority Debt 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 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, (d) the 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), (e) such
Indebtedness is not guaranteed by any Person other than the Guarantors and (f) 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) 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 the
Initial Second Priority Debt 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)),
(b) 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), (c) such Indebtedness is
not guaranteed by any Person other than the Guarantors and (d) 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) 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 the
Initial Second Priority Debt 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)),
(b) 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, (c) such
Indebtedness is not guaranteed by any Person other than the Guarantors and (d) 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.


 


“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.


 


25

















 


“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.


 


“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 


 


26

















 


exceed $25,000,000 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 (ii) the
total Revolving Exposure has been in excess of $10,000,000 for more than ten
consecutive days (unless on such day the Borrower shall be required to prepay
the Revolving Loans pursuant to Section 2.09(c)).


 


“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 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 


 


27

















 


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.


 


“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.


 


28
















 


“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.


 


“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.


 


“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, 


 


29

















 


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.


 


“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 


 


30

















 


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 144 A” 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.


 


“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.


 


31

















 


“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.


 


“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.


 


“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.


 


“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 


 


32

















 


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
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.


 


33

















 


“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.


 


“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.


 


34

















 


“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.


 


“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 


 


35

















 


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)).


 


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


 


“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.


 


36
















 


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 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 


 


37

















 


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.


 


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 $25,000,000; (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 2.50 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


 


38

















 


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); and (viii) the
proceeds of Incremental Loans shall be used solely for the purposes permitted
under Section 6.08(c).  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 Agent will give notice 


 


39

















 


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 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, 


 


40

















 


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 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).


 


41

















 


(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 (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,


 


42

















 


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 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.


 


43

















 


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 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 


 


44

















 


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.


 


(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.


 


45
















 


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, 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


 


46

















 


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.


 


(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.


 


47

















 


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.


 


(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):


 


48

















 


	
  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

  	
   

  
	
  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”) the
maturity date for any of the then outstanding Other Debt shall fall within six
months of the Test Date, 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.


 


(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


 


49

















 


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).


 


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


 


50

















 


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.


 


(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).


 


51

















 


(c)  Mandatory Prepayments in Respect of Revolving Loans.  If at any time the sum of cash and Permitted
Investments of the Borrower and its Subsidiaries (excluding amounts held in the
Initial Second Priority Debt Proceeds Collateral Account) shall exceed
$25,000,000 for a period of 10 consecutive days, the Borrower shall, not later
than the third Business Day following each such period, prepay Revolving Loans
and/or Swing Line Loans in the amount of such excess.


 


(d)  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).


 


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 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 


 


52

















 


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 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.


 


53

















 


(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:


 


(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 


 


54

















 


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 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(d) and is
revoked in accordance herewith), or (d) the 


 


55

















 


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.


 


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.


 


56
















 


(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 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.


 


57

















 


(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 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


 


58

















 


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 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


 


59

















 


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 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
defending against any claim alleging that


 


60

















 


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 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


 


61

















 


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).


 


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 


 


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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 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


 


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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
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


 


64

















 


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.


 


(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.


 


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(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.


 


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.


 


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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 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


 


67

















 


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.


 


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


 


68

















 


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.


 


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


 


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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).


 


(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


 


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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 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).


 


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(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 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;


 


(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)


 


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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 budget 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; and


 


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


 


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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.


 


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).


 


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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, 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


 


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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 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 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


 


77

















 


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.


 


(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


 


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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 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


 


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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 (vi) 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.


 


(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:


 


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(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 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); and


 


(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.


 


(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 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


 


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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 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


 


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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 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


 


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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 in full
(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.


 


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


 


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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 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


 


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(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.


 


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:


 


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(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 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


 


87

















 


(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;


 


(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


 


88

















 


(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);
and


 


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


 


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);


 


89

















 


(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;


 


(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
the proceeds of Indebtedness permitted under Section 7.01(j);


 


(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);
and


 


(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).


 


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


 


90

















 


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 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; and (v) 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
(v) 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 terms thereof as in effect on the Fourth Restatement
Effective Date and to pay any reasonable fees and expenses incurred by the
Holding


 


91

















 


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; and


 


(h)  payments of cash dividends to the Holding Company if, at the
time of the declaration and making of each such dividend, the First Lien
Indebtedness Ratio shall not exceed 2.00 to 1.00 and the Total Indebtedness
Ratio shall not exceed 4.00 to 1.00 (in each case, calculated on a pro forma
basis as if such dividend had been paid on the last day of the most recent
period of four consecutive fiscal quarters of the Borrower); provided
that the aggregate amount of dividends paid under this clause (h) shall
not exceed $50,000,000.


 


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;


 


(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),


 


92

















 


(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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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:


 


93

















 


	
  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
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) and (n); 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


 


94

















 


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 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.


 


95
















 


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:


 


	
  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.


 


96

















 


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 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.


 


(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.


 


97

















 


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 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


 


98

















 


(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 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


 


99

















 


(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 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


 


100

















 


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 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


 


101

















 


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 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.


 


102

















 


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 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.


 


103

















 


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) 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 (c) 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 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


 


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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 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 and the Syndication 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.


 


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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, 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


 


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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 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


 


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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 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


 


108

















 


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 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


 


109

















 


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;


 


(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


 


110

















 


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 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


 


111

















 


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 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


 


112

















 


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
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.


 


113

















 


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 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


 


114

















 


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 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.


 


115
















 


(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 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.


 


116

















 


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

  	
  /s/ David B. Amy

  
	
   

  	
   

  	
  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

  



 


117

















 


	
   

  	
  HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  SINCLAIR BROADCAST GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David B. Amy

  
	
   

  	
   

  	
  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

  



 


118

















 


	
   

  	
  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

  



 


119

















 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  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

  



 


120

















 


	
   

  	
  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

  



 


121

















 


	
   

  	
  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:

  	
  /s/ David B. Amy

  
	
   

  	
   

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

  



 


122

















 


	
   

  	
  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

  



 


123

















 


	
   

  	
  JPMORGAN CHASE
  BANK, N.A.,

  as Tranche B-1 Term Loan Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter B. Thauer

  
	
   

  	
   

  	
  Name:

  	
  Peter B. Thauer

  
	
   

  	
   

  	
  Title: Executive Director

  



 


124
















 


Schedule 1.01(a)


 


Revolving Commitments


 


	
  Lenders

  	
   

  	
  Non-Extending

  Revolving Lender

  Revolving

  Commitments

  	
   

  	
  Extending

  Revolving Lenders

  Revolving

  Commitments

  	
   

  	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
   

  	
   

  	
  $

  	
  20,000,000.00

  	
   

  	
   

  	
   

  
	
  Wachovia Bank National Association

  	
   

  	
   

  	
   

  	
  $

  	
  25,000,000.00

  	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  22,272,727.27

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Investment Management LLC

  	
   

  	
  $

  	
  22,272,727.27

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BNP Paribas

  	
   

  	
   

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
   

  	
   

  
	
  Sumitomo Mitsui Banking Corporation

  	
   

  	
   

  	
   

  	
  $

  	
  10,417,272.73

  	
   

  	
   

  	
   

  
	
  UBS AG

  	
   

  	
  $

  	
  9,545,454.55

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Allied Irish Banks PLC

  	
   

  	
  $

  	
  6,363,636.36

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mizuho Corporate Bank, Ltd.

  	
   

  	
   

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  60,454,545.45

  	
   

  	
  $

  	
  75,417,727.73

  	
   

  	
  =$

  	
  135,871,818.18

  	
   

  
											



 

















 


Schedule 1.01(b)


 


Owned Stations


 


The channels indicated below are based on the new digital channel
allotments.


 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
  Minneapolis/St. Paul, Minnesota

  	
   

  	
  WUCW (f/k/a KMWB)

  	
   

  	
  Owned

  	
   

  	
  22

  	
   

  	
  CW

  	
   

  	
  KLGT Licensee, LLC

  	
   

  
	
  Pittsburgh, Pennsylvania

  	
   

  	
  WPGH

  	
   

  	
  Owned

  	
   

  	
  43

  	
   

  	
  FOX

  	
   

  	
  WPGH Licensee, LLC

  	
   

  
	
   

  	
   

  	
  WPMY (f/k/a WCWB)

  	
   

  	
  Owned

  	
   

  	
  42

  	
   

  	
  MNT

  	
   

  	
  WCWB Licensee, LLC

  	
   

  
	
  St. Louis, Missouri

  	
   

  	
  KDNL

  	
   

  	
  Owned

  	
   

  	
  31

  	
   

  	
  ABC

  	
   

  	
  KDNL Licensee, LLC

  	
   

  
	
  Baltimore, Maryland

  	
   

  	
  WBFF

  	
   

  	
  Owned

  	
   

  	
  46

  	
   

  	
  FOX

  	
   

  	
  Chesapeake Television Licensee, LLC 

  	
   

  
	
  Raleigh/Durham, North Carolina

  	
   

  	
  WLFL

  	
   

  	
  Owned

  	
   

  	
  27

  	
   

  	
  CW

  	
   

  	
  WLFL Licensee, LLC

  	
   

  
	
   

  	
   

  	
  WRDC

  	
   

  	
  Owned

  	
   

  	
  28

  	
   

  	
  MNT

  	
   

  	
  Raleigh (WRDC-TV) Licensee, Inc.

  	
   

  
	
  Cincinnati, Ohio

  	
   

  	
  WSTR

  	
   

  	
  Owned

  	
   

  	
  33

  	
   

  	
  MNT

  	
   

  	
  WSTR Licensee, Inc.

  	
   

  



 

















 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
  Milwaukee, Wisconsin

  	
   

  	
  WCGV

  	
   

  	
  Owned

  	
   

  	
  25

  	
   

  	
  MNT

  	
   

  	
  WCGV Licensee, LLC

  	
   

  
	
   

  	
   

  	
  WVTV

  	
   

  	
  Owned

  	
   

  	
  18

  	
   

  	
  CW

  	
   

  	
  WVTV Licensee, Inc.

  	
   

  
	
  Nashville, Tennessee

  	
   

  	
  WZTV

  	
   

  	
  Owned

  	
   

  	
  15

  	
   

  	
  FOX

  	
   

  	
  WZTV Licensee, LLC 

  	
   

  
	
   

  	
   

  	
  WUXP

  	
   

  	
  Owned

  	
   

  	
  21

  	
   

  	
  MNT

  	
   

  	
  WUXP Licensee, LLC

  	
   

  
	
  Columbus, Ohio

  	
   

  	
  WSYX

  	
   

  	
  Owned

  	
   

  	
  13

  	
   

  	
  ABC

  	
   

  	
  WSYX Licensee, Inc.

  	
   

  
	
  Asheville,
  North Carolina and Greenville/ Spartanburg/Anderson, South Carolina

  	
   

  	
  WLOS

  	
   

  	
  Owned

  	
   

  	
  13

  	
   

  	
  ABC

  	
   

  	
  WLOS Licensee, LLC

  	
   

  
	
  San
  Antonio, Texas

  	
   

  	
  KABB

  	
   

  	
  Owned

  	
   

  	
  30

  	
   

  	
  FOX

  	
   

  	
  KABB Licensee, LLC

  	
   

  
	
   

  	
   

  	
  KMYS (f/k/a KRRT)

  	
   

  	
  Owned

  	
   

  	
  32

  	
   

  	
  MNT

  	
   

  	
  San Antonio (KRRT-TV) Licensee, Inc.

  	
   

  
	
  Norfolk,
  Virginia

  	
   

  	
  WTVZ

  	
   

  	
  Owned

  	
   

  	
  33

  	
   

  	
  MNT

  	
   

  	
  WTVZ Licensee, LLC

  	
   

  
	
  Buffalo,
  New York

  	
   

  	
  WUTV

  	
   

  	
  Owned

  	
   

  	
  14

  	
   

  	
  FOX

  	
   

  	
  WUTV Licensee, LLC

  	
   

  
	
   

  	
   

  	
  WNYO

  	
   

  	
  Owned

  	
   

  	
  49

  	
   

  	
  MNT

  	
   

  	
  New York Television, Inc.

  	
   

  
	
  Oklahoma
  City, Oklahoma

  	
   

  	
  KOCB

  	
   

  	
  Owned

  	
   

  	
  33

  	
   

  	
  CW

  	
   

  	
  KOCB Licensee, LLC

  	
   

  



 

















 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
   

  	
   

  	
  KOKH

  	
   

  	
  Owned

  	
   

  	
  24

  	
   

  	
  FOX

  	
   

  	
  KOKH Licensee, LLC

  	
   

  
	
  Greensboro/Winston- Salem/High
  

  	
   

  	
  WXLV

  	
   

  	
  Owned

  	
   

  	
  29

  	
   

  	
  ABC

  	
   

  	
  WXLV  Licensee, LLC

  	
   

  
	
  Point, North Carolina

  	
   

  	
  WMYV (f/k/a WUPN)

  	
   

  	
  Owned

  	
   

  	
  33

  	
   

  	
  MNT

  	
   

  	
  WUPN Licensee, LLC

  	
   

  
	
  Birmingham, Alabama

  	
   

  	
  WTTO

  	
   

  	
  Owned

  	
   

  	
  28

  	
   

  	
  CW

  	
   

  	
  WTTO Licensee, LLC

  	
   

  
	
   

  	
   

  	
  WABM

  	
   

  	
  Owned

  	
   

  	
  36

  	
   

  	
  MNT

  	
   

  	
  Birmingham (WABM-TV) Licensee, Inc.

  	
   

  
	
  Dayton, Ohio

  	
   

  	
  WKEF

  	
   

  	
  Owned

  	
   

  	
  51

  	
   

  	
  ABC

  	
   

  	
  WKEF Licensee L.P.

  	
   

  
	
  Charleston/Huntington, West
  Virginia

  	
   

  	
  WCHS

  	
   

  	
  Owned

  	
   

  	
  41

  	
   

  	
  ABC

  	
   

  	
  WCHS Licensee, LLC

  	
   

  
	
  Richmond,
  Virginia

  	
   

  	
  WRLH

  	
   

  	
  Owned

  	
   

  	
  26

  	
   

  	
  FOX

  	
   

  	
  WRLH  Licensee, LLC

  	
   

  
	
  Las
  Vegas, Nevada

  	
   

  	
  KVMY (f/k/a KVWB)

  	
   

  	
  Owned

  	
   

  	
  22

  	
   

  	
  MNT

  	
   

  	
  KUPN Licensee, LLC

  	
   

  



 

















 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
   

  	
   

  	
  KVCW (f/k/a KFBT)

  	
   

  	
  Owned

  	
   

  	
  29

  	
   

  	
  CW

  	
   

  	
  Channel 33, Inc.

  	
   

  
	
  Mobile, Alabama and Pensacola,
  

  	
   

  	
  WEAR

  	
   

  	
  Owned

  	
   

  	
  17

  	
   

  	
  ABC

  	
   

  	
  WEAR Licensee, LLC

  	
   

  
	
  Florida

  	
   

  	
  WFGX

  	
   

  	
  Owned

  	
   

  	
  50

  	
   

  	
  MNT

  	
   

  	
  WFGX Licensee, LLC

  	
   

  
	
  Flint/Saginaw/Bay City, Michigan

  	
   

  	
  WSMH

  	
   

  	
  Owned

  	
   

  	
  16

  	
   

  	
  FOX

  	
   

  	
  WSMH Licensee, LLC

  	
   

  
	
  Lexington, Kentucky

  	
   

  	
  WDKY

  	
   

  	
  Owned

  	
   

  	
  31

  	
   

  	
  FOX

  	
   

  	
  WDKY Licensee, LLC

  	
   

  
	
  Des Moines, Iowa

  	
   

  	
  KDSM

  	
   

  	
  Owned

  	
   

  	
  16

  	
   

  	
  FOX

  	
   

  	
  KDSM Licensee, LLC

  	
   

  
	
  Syracuse, New York

  	
   

  	
  WSYT

  	
   

  	
  Owned

  	
   

  	
  19

  	
   

  	
  FOX

  	
   

  	
  WSYT Licensee L.P.

  	
   

  
	
  Rochester, New York

  	
   

  	
  WUHF

  	
   

  	
  Owned

  	
   

  	
  28

  	
   

  	
  FOX

  	
   

  	
  WUHF Licensee, LLC

  	
   

  
	
  Paducah, Kentucky and Cape
  Girardeau, Missouri

  	
   

  	
  KBSI

  	
   

  	
  Owned

  	
   

  	
  22

  	
   

  	
  FOX

  	
   

  	
  KBSI Licensee L.P.

  	
   

  
	
  Portland, Maine

  	
   

  	
  WGME

  	
   

  	
  Owned

  	
   

  	
  38

  	
   

  	
  CBS

  	
   

  	
  WGME Licensee, LLC

  	
   

  
	
  Madison, Wisconsin

  	
   

  	
  WMSN

  	
   

  	
  Owned

  	
   

  	
  11

  	
   

  	
  FOX

  	
   

  	
  WMSN Licensee, LLC

  	
   

  



 

















 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
  Cedar Rapids, Iowa

  	
   

  	
  KGAN

  	
   

  	
  Owned 

  	
   

  	
  51

  	
   

  	
  CBS

  	
   

  	
  KGAN Licensee, LLC

  	
   

  
	
  Peoria/Bloomington, Illinois

  	
   

  	
  WYZZ

  	
   

  	
  Owned

  	
   

  	
  28

  	
   

  	
  FOX

  	
   

  	
  WYZZ Licensee, Inc.

  	
   

  
	
  Charleston, South Carolina

  	
   

  	
  WMMP

  	
   

  	
  Owned

  	
   

  	
  36

  	
   

  	
  MNT

  	
   

  	
  WMMP Licensee L.P.

  	
   

  
	
  Tallahassee, Florida

  	
   

  	
  WTWC

  	
   

  	
  Owned

  	
   

  	
  40

  	
   

  	
  NBC

  	
   

  	
  WTWC Licensee, LLC

  	
   

  
	
  Springfield/Champaign,
  Illinois

  	
   

  	
  WICS

  	
   

  	
  Owned

  	
   

  	
  42

  	
   

  	
  ABC

  	
   

  	
  WICS Licensee, LLC

  	
   

  
	
   

  	
   

  	
  WICD

  	
   

  	
  Owned

  	
   

  	
  41

  	
   

  	
  ABC

  	
   

  	
  WICD Licensee, LLC

  	
   

  



 
















 


Schedule 1.01(c)


 


Contract Stations


 


The
channels indicated below are based on the new digital channel allotments.


 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
  Charleston/Huntington, West Virginia

  	
   

  	
  WVAH

  	
   

  	
  Contract

  	
   

  	
  19

  	
   

  	
  FOX

  	
   

  	
  N/A

  	
   

  
	
  Nashville, Tennessee

  	
   

  	
  WNAB

  	
   

  	
  Contract/Ownership Pending

  	
   

  	
  23

  	
   

  	
  CW

  	
   

  	
  N/A

  	
   

  
	
  Syracuse, New York

  	
   

  	
  WNYS

  	
   

  	
  Contract

  	
   

  	
  44

  	
   

  	
  MNT

  	
   

  	
  N/A

  	
   

  
	
  Paducah, Kentucky and Cape Girardeau, Missouri

  	
   

  	
  WDKA

  	
   

  	
  Contract

  	
   

  	
  49

  	
   

  	
  MNT

  	
   

  	
  N/A

  	
   

  
	
  Charleston, South Carolina

  	
   

  	
  WTAT

  	
   

  	
  Contract

  	
   

  	
  24

  	
   

  	
  FOX

  	
   

  	
  N/A

  	
   

  
	
  Tuscaloosa, Alabama

  	
   

  	
  WDBB

  	
   

  	
  Contract

  	
   

  	
  18

  	
   

  	
  CW

  	
   

  	
  N/A

  	
   

  
	
  Dayton, Ohio

  	
   

  	
  WRGT

  	
   

  	
  Contract

  	
   

  	
  30

  	
   

  	
  FOX

  	
   

  	
  N/A

  	
   

  
	
  Columbus, Ohio

  	
   

  	
  WTTE

  	
   

  	
  Contract

  	
   

  	
  36

  	
   

  	
  FOX

  	
   

  	
  N/A

  	
   

  



 

















 


	
  Market

  	
   

  	
  Stations

  	
   

  	
  Status

  	
   

  	
  Channel

  	
   

  	
  Affiliation

  	
   

  	
  License
  Subsidiary

  	
   

  
	
  Asheville,
  North Carolina and Greenville/ Spartanburg/Anderson, South Carolina

  	
   

  	
  WMYA (f/k/a WBSC)

  	
   

  	
  Contract/Ownership Pending

  	
   

  	
  14

  	
   

  	
  MNT

  	
   

  	
  N/A

  	
   

  
	
  Baltimore, Maryland

  	
   

  	
  WNUV

  	
   

  	
  Contract

  	
   

  	
  40

  	
   

  	
  CW

  	
   

  	
  N/A

  	
   

  
	
  Tampa, Florida

  	
   

  	
  WTTA

  	
   

  	
  Contract

  	
   

  	
  38

  	
   

  	
  MNT

  	
   

  	
  N/A

  	
   

  
	
  CEDAR RAPIDS, Iowa

  	
   

  	
  KFXA

  	
   

  	
  Contract

  	
   

  	
  27

  	
   

  	
  FOX

  	
   

  	
  N/A

  	
   

  



 

















 


Schedule 2.04(a)


 


Existing Letters of Credit


 


1.                                       Letter of
credit for the benefit of RKM Media, Inc., dated July 15, 2005 in
support of the purchase of the licensed assets for WNYS in Syracuse, New
York.  Total amount outstanding:
$310,000.


 


2.                                       Letter of credit
for the benefit of Clipper Mill Federal, LLC, dated June 5, 2006 in
support of the building lease for G1440, LLC in Baltimore, Maryland.  Total amount outstanding: $78,378.


 

















 


Schedule 4.01


 


Organization; Powers


 


None


 

















 


Schedule 4.06(a)


 


Litigation


 


Certain of our stations have entered into Local
Marketing Agreements (“LMAs”).  In 1999, the FCC implemented new
local television ownership rules and decided to attribute LMAs for
ownership purposes.  The FCC
grandfathered our LMAs that were entered into prior to November 5, 1996,
permitting the applicable stations to continue operations pursuant to the LMAs
until the conclusion of the FCC’s 2004 biennial review of its ownership
rules.  The FCC stated it would conduct a
case-by-case review of grandfathered LMAs at that time and assess the
appropriateness of extending the grandfathering periods.  Subsequently, the FCC invited comments as to
whether, instead of beginning the review of the grandfathered LMAs in 2004, it
should do so in 2006.  The FCC did not
initiate any review of grandfathered LMAs in 2004 or as part of its 2006
quadrennial review.  We cannot predict
when, or if, the FCC will conduct any such review of grandfathered LMAs. With
respect to LMAs executed on or after November 5, 1996, the FCC required
that parties come into compliance with the 1999 local television ownership rule by
August 6, 2001.  We challenged the
1999 local television ownership rule in the U.S. Court of Appeals for the
D.C. Circuit, and that court stayed the enforcement of the divestiture of the
post-November 5, 1996 LMAs.  In
2002, the D.C. Circuit ruled in Sinclair Broadcast Group, Inc.
v. F.C.C., 284 F.3d 114 (D.C. Cir. 2002) that the 1999 local
television ownership rule was arbitrary and capricious and remanded the rule to
the FCC.


 


In 2003, the FCC revised its ownership rules,
including the local television ownership rule. The effective date of the 2003
ownership rules was stayed by the U. S. Court of Appeals for the Third
Circuit and the rules were remanded to the FCC.  Because the effective date of the 2003
ownership rules had been stayed and, in connection with the adoption of
those rules, the FCC concluded the 1999 rules could not be justified as
necessary in the public interest, we took the position that an issue exists
regarding whether the FCC has any current legal right to enforce any rules prohibiting
the acquisition of television stations. 
Several parties, including us, filed petitions with the Supreme Court of
the United States seeking review of the Third Circuit decision, but the Supreme
Court denied the petitions in June 2005.


 


In July 2006, as part
of the FCC’s statutorily required quadrennial review of its media ownership
rules, the FCC released a Further Notice of Proposed Rule Making seeking
comment on how to address the issues raised by the Third Circuit’s decision,
among other things, remanding the local television ownership rule.  In January February 2008, the FCC
released an order containing its current ownership rules, which re-adopted its
1999 local television ownership rule.  On
February 29, 2008, several parties, including us, separately filed
petitions for review in a number of federal appellate courts challenging the
FCC’s current ownership rules.  By
lottery, those petitions were consolidated in the U.S. Court of Appeals for the
Ninth Circuit.  In July 2008,
several parties, including us, filed motions to transfer the consolidated
proceedings to the U.S. 


 

















 


Court of Appeals for the
D.C. Circuit and other parties requested transfer to the U.S. Court of Appeals
for the Third Circuit.  In November 2008,
the Ninth Circuit transferred the consolidated proceedings to the Third Circuit
and the proceedings are pending.


 


All of our non-grandfathered
LMAs would be required to be terminated under the 2008 rules, but we continue
to believe the termination of those LMAs was stayed by the 2002 decision of the
U.S. Court of Appeals for the D.C. Circuit.


 


In
2003, we filed with the FCC applications and associated waiver requests to
acquire WRGT-TV, WTAT-TV, WVAH-TV, WNUV(TV), and WTTE(TV).  We also have pending a petition for
reconsideration of the 2001 dismissal of an application to acquire
WBSC-TV.  The Rainbow/PUSH Coalition (“Rainbow”)
filed a petition to deny the five 2003 applications and to revoke all of our licenses.  The FCC’s Media Bureau denied the Rainbow
petition, and Rainbow filed a petition for reconsideration, which is still
pending.  The Media Bureau dismissed our
applications in light of the Third Circuit’s stay of the FCC’s 2003 ownership rules and
because the applications were not facially consistent with the 1999 local
television ownership rule.  We filed with
the full Commission an application for review of the dismissal, which is still
pending before the FCC.


 


We
timely filed with the FCC applications for the license renewal of television
stations WXLV-TV, WUPN-TV, WLFL(TV), WRDC(TV), WLOS(TV), and WMMP(TV), all of
which are located in either North or South Carolina.  On November 1, 2004, an organization
calling itself “Free Press” filed a petition to deny the renewal applications
of these stations.  Several individuals
and an organization named “Sinclair Media Watch” also filed informal objections
to the license renewal applications of WLOS(TV) and WBSC-TV, raising
essentially the same arguments presented in the Free Press petition.  We opposed the petition to deny and informal
objections against those stations, and the renewal applications are currently
pending.


 


We
timely filed with the FCC an application for the license renewal of
WBFF(TV).  On September 1, 2004,
Richard D’Amato filed a petition to deny the application.  We opposed the petition to deny, and the
license renewal application is currently pending.


 


On October 12,
2004, the FCC issued a Notice of Apparent Liability for Forfeiture (“NAL”) in
the amount of $7,000 per station to virtually every Fox station, including
sixteen Fox affiliates licensed to us at that time.  The NAL alleged that the stations broadcast
indecent material contained in an episode of a Fox network program that aired
on April 7, 2003.  The Fox network
and we filed oppositions to the NAL.  The
proceeding is still pending.


 


FCC
staff in the Investigations and Hearings Division of the FCC’s Enforcement
Bureau have informed us that there are one or more formal or informal
complaints currently pending against television stations WTTO(TV), WLFL(TV) and
WLOS(TV) and certain of our other stations. 
We received a copy of a letter to WLFL Licensee, LLC dated May 9,
2005, from FCC staff in the Investigations and Hearings Division of the FCC’s 


 

















 


Enforcement
Bureau informing us that the Enforcement Bureau is investigating allegations
contained in a complaint about the broadcast of indecent material on television
station WLFL(TV).


 


On July 21,
2005, we filed an application to acquire WNAB(TV).  Rainbow filed a petition to deny that
application and also requested that the FCC initiate a hearing to investigate
whether WNAB(TV) was improperly operated with WZTV(TV) and WUXP(TV), two
stations licensed to us and located in the same market as WNAB(TV).  We and the licensee of WNAB(TV) opposed
Rainbow’s filing, and the proceeding is currently pending.


 


On August 1,
2005, we timely filed with the FCC applications requesting renewal of the
broadcast licenses for WICS-TV and WICD-TV in Springfield/Champaign,
Illinois.  Subsequently, various viewers
filed informal objections requesting that the FCC deny these renewal
applications.  On August 1, 2005, we
also timely filed with the FCC applications requesting renewal of the broadcast
licenses for WCGV-TV and WVTV-TV in Milwaukee, Wisconsin.  On November 1, 2005, the Milwaukee
Public Interest Media Coalition filed with the FCC a petition to deny these
renewal applications.  On September 30,
2005, we timely filed with the FCC an application for the renewal of the
broadcast license for KGAN-TV in Cedar Rapids, Iowa.  On December 28, 2005, an organization
calling itself “Iowans for Better Local Television” filed a petition to deny
that application.  We opposed the
above-mentioned objections and petitions to deny, and the renewal applications
are currently pending.


 


On March 15,
2006, the FCC issued a Notice of Apparent Liability for Forfeiture (NAL) in the
amount of $32,500 per station to a number of CBS affiliated and owned and
operated stations, including KGAN-TV in Cedar Rapids, Iowa, which is licensed
to us.  The NAL alleged that the stations
broadcast indecent material contained in an episode of “Without a Trace,” a CBS
network program that aired on December 31, 2004 at 9:00 pm.  CBS opposed the NAL on behalf of its
affiliates, and the NAL proceeding is still pending.


 


On August 11,
2006, the FCC sent a letter to us requesting information regarding the
broadcast of video news releases, by seven stations licensed to us, without
proper sponsorship identification in alleged violation of the Communications
Laws.  We responded and denied that the
stations violated the Communications Laws. 
This matter is currently pending.


 


On
November 7, 2006, the FCC sent a letter to us requesting information
regarding the broadcast of certain programs, by over thirty stations licensed
to us, without proper sponsorship identification in alleged violation of the
Communications Laws.  A response to this
request is currently due December 22, 2006.


 


On
September 19, 2007, the EEOC filed a Complaint against KOKH, LLC and SBG
in the U.S. District Court, Western District of Oklahoma alleging sex and race
discrimination relating to a current KOKH employee, Phyllis Williams.  On November


 

















 


27,
2007, a Third Party Complaint was brought by Williams individually claiming
violations of Equal Pay Act and retaliation. 
Discovery has concluded, and the Company filed its Motion for Summary
Judgment in June, 2009.  A decision is
pending.


 


On October 22, 2009, Mediacom
Communications Corporation filed a retransmission consent complaint with the
Federal Communications Commission alleging that Sinclair had not negotiated in
good faith with Mediacom and asserting that Sinclair willfully violated the
Communications Act and the rules of the FCC in its negotiations with
Mediacom regarding a renewal of an existing agreement scheduled to expire on December 31,
2009.  Mediacom is seeking relief from
the FCC in the form of an order requiring Sinclair to agree to rates for
retransmission proposed by Mediacom and such other relief as the FCC finds
appropriate.  Mediacom also filed a
petition with the FCC seeking interim carriage rights with respect to Sinclair’s
television stations while the matter filed by Mediacom is pending.  Sinclair believes the allegations made by
Mediacom are baseless and intends to vigorously oppose the filings made by
Mediacom.


 
















 


Schedule 4.06(b)


 


Environmental Matters


 


None


 

















 


Schedule 4.13(b)


 


Existing Liens


 


Liens
filed in favor of U.S. Bank National Association pursuant to that certain
Indenture dated as of October 29, 2009 by and among Sinclair Television
Group, Inc. (as issuer), Sinclair Broadcast Group, Inc. and certain
of its subsidiaries as guarantors and U.S. Bank National Association (as
trustee) relating to 9.25% Senior Secured Second Lien Notes Due 2017.


 

















 


Schedule 4.14(a)


 


Subsidiaries


 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
  Birmingham
  (WABM-TV) Licensee, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition IX, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Channel
  33, Inc. 

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Montecito Broadcasting Corporation

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Chesapeake
  Television Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KABB
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KBSI
  Licensee L.P. 

  	
   

  	
  Virginia

  	
   

  	
  General
  Partner, Sinclair Properties, LLC

  Limited Partner, Sinclair Communications, LLC

  	
   

  	
  98%,
  Sinclair Properties, LLC

  

  2%, Sinclair Communications, LLC

  	
   

  
	
  KDNL
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media I, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KDSM
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of KDSM, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KDSM,
  LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Broadcast Group, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KFXA
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition IV, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KGAN
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition IV, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KLGT, Inc.
  (formerly known as Lakeland Group Television, Inc.)

  	
   

  	
  Minnesota

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  KLGT
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of KLGT, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
  KOCB, Inc.
  (formerly known as Superior Communications of a Oklahoma, Inc.)

  	
   

  	
  Oklahoma

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  KOCB
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of KOCB, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KOKH
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of KOKH, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  KOKH,
  LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of WDKY, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  KUPN
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media II, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  Montecito
  Broadcasting Corporation 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  New
  York Television, Inc. 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Raleigh
  (WRDC-TV) Licensee, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition VIII, Inc.

  	
   

  	
  100%
  of issued and outstanding stock 

  	
   

  
	
  San
  Antonio (KRRT-TV) Licensee, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition X, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  San
  Antonio Television, LLC

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  Sinclair
  Acquisition IV, Inc. (f/k/a WDBB, Inc.)

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Acquisition VII, Inc. 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications II, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Acquisition VIII, Inc. 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications II, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Acquisition IX, Inc. 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of 

  	
   

  	
  100%
  of issued and 

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sinclair
  Communications II, Inc.

  	
   

  	
  outstanding
  stock

  	
   

  
	
  Sinclair
  Acquisition X, Inc. 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications II, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Communications, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned subsidiary of Sinclair Television Group, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Communications II, Inc. 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television Group, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Finance, LLC

  	
   

  	
  Minnesota

  	
   

  	
  Wholly
  owned Subsidiary of KLGT, Inc.

  	
   

  	
  100%
  of membership interest 

  	
   

  
	
  Sinclair
  Holdings I, Inc. (f/k/a Max Radio, Inc.)

  	
   

  	
  Virginia

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Holdings II, Inc. (f/k/a/ MTR Holding Corp) 

  	
   

  	
  Virginia

  	
   

  	
  69%
  owned by Sinclair Communications, LLC

  31% owned by Sinclair Holdings I, Inc.

  	
   

  	
  69%
  of issued and outstanding stock owned by Sinclair Communications, LLC

  31% of issued and outstanding stock owned by Sinclair Holdings I, Inc.

  	
   

  
	
  Sinclair
  Holdings III, Inc. (f/k/a/ Max Investors, Inc.)

  	
   

  	
  Virginia

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Media I, Inc. (formerly known as WPGH, Inc.)

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Media II, Inc. ( formerly known as WTTE, Channel 28, Inc.)

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Media III, Inc. 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of 

  	
   

  	
  100%
  of issued and 

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
  (formerly
  known as WSTR, Inc.)

  	
   

  	
   

  	
   

  	
  Sinclair
  Communications, LLC

  	
   

  	
  outstanding
  stock

  	
   

  
	
  Sinclair
  NewsCentral, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  Sinclair
  Programming Company, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television Group, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  Sinclair
  Properties, LLC 

  	
   

  	
  Virginia

  	
   

  	
  26.4%
  by Sinclair Holdings I, Inc.

  45.8% by Sinclair Communications, LLC

  26.9% by Sinclair Holdings III, Inc.

  .9% by Sinclair Holdings II, Inc. 

  	
   

  	
  26.4%
  of membership interest

  45.8% of membership interest

  

  26.9% of membership interest

  

  .9% membership interest

  	
   

  
	
  Sinclair
  Properties II, LLC 

  	
   

  	
  Virginia

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  Sinclair
  Television Company, Inc. 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications II, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television Company II, Inc. (f/k/a Sullivan Broadcasting Company II, Inc.)

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television Group, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television of Buffalo, Inc. 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nevada, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television of Charleston, Inc. 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nevada, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television of Dayton, Inc. 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nevada, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television of Nashville, Inc. 

  	
   

  	
  Tennessee

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nevada, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  



 
















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
  Sinclair
  Television of Nevada, Inc. 

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television Company, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television of Tennessee, Inc. 

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nashville, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  Sinclair
  Television License Holder, Inc. 

  	
   

  	
  Nevada

  	
   

  	
  85.2%
  - Sinclair Television of Nevada, Inc.

  5.5% - Sinclair Television of Nashville, Inc.

  1.8% - Sinclair Television of Buffalo, Inc.

  1.8% - Sinclair Television of Dayton, Inc.

  1.8% - Sinclair Television Company, Inc.

  3.7% - Sinclair Television of Charleston, Inc.

  	
   

  	
  85.2%
  of issued and outstanding stock

  5.5% of issued and outstanding stock

  1.8% of issued and outstanding stock

  1.8% of issued and outstanding stock

  1.8% of issued and outstanding stock

  3.7% of issued and outstanding stock

  	
   

  
	
  WCGV, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WCGV
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WCGV, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WCHS
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media III, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WCWB
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media I, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WDKA
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Properties, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WDKY, Inc.
  

  	
   

  	
  Delaware

  	
   

  	
  45.92%
  owned by Sinclair Communications, LLC

  54.08% owned by Sinclair Television of Nevada, Inc.

  	
   

  	
  45.92%
  of issued and outstanding stock

  54.08% of issued and outstanding stock

  	
   

  
	
  WDKY
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WDKY, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WEAR
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of 

  	
   

  	
  100%
  of membership 

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Sinclair
  Media II, Inc.

  	
   

  	
  interest

  	
   

  
	
  WEMT
  Licensee L.P. (f/k/a Max Television of Tri-Cities, L.P.)

  	
   

  	
  Virginia

  	
   

  	
  General
  Partner – Sinclair Properties II, LLC

  Limited Partner – Sinclair Communications, LLC

  	
   

  	
  98%
  Sinclair Properties, II LLC

  2% Sinclair Communications, LLC

  	
   

  
	
  WFGX
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media II, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WGGB, Inc.
  (f/k/a Sinclair Radio of Albuquerque, Inc.)

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WGGB
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WGGB, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WGME, Inc.
  (f/k/a WSYX, Inc.)

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WGME
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WGME, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WICD
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition IV, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WICS
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition IV, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WKEF
  Licensee L.P. (f/k/a Max Television of Dayton, L.P.

  	
   

  	
  Virginia

  	
   

  	
  General
  Partner – Sinclair Properties II, LLC

  Limited Partner – Sinclair Communications, LLC

  	
   

  	
  98%
  Sinclair Properties II, LLC

  2% Sinclair Communications, LLC

  	
   

  
	
  WLFL, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WLFL
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WLFL, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WLOS
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WMMP
  Licensee L.P. 

  	
   

  	
  Virginia

  	
   

  	
  General
  Partner – Sinclair 

  	
   

  	
  98%
  - Sinclair 

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Properties,
  LLC

  Limited Partner – Sinclair Communications, LLC

  	
   

  	
  Properties,
  LLC

  2% - Sinclair Communications, LLC

  	
   

  
	
  WMSN
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television Company, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WNAB
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nashville, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WNYO, Inc.
  (f/k/a Grant Television, Inc.)

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WNYS
  Licensee, LLC

  	
   

  	
  Nevada
  

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Properties, LLC

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WPGH
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media I, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WRDC,
  LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of WLFL, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WRGT
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Dayton, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WRLH
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Charleston, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WSMH, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WSMH
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WSMH, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WSTR
  Licensee, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media III, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WSYT
  Licensee L.P. 

  	
   

  	
  Virginia

  	
   

  	
  General
  Partner – Sinclair Properties, LLC

  Limited Partner – Sinclair Communications, LLC

  	
   

  	
  98%
  - Sinclair Properties, LLC

  

  2% - Sinclair Communications, LLC

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
  WSYX
  Licensee, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Media II, Inc.

  	
   

  	
  100%of
  issued and outstanding stock

  	
   

  
	
  WTAT
  Licensee, Inc,

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Charleston, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WTTO, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WTTO
  Licensee, LLC 

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WTTO, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WTVZ, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WTVZ
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WTVZ, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WTWC, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WTWC
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of WTWC, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WUHF
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television Company, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WUPN
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Buffalo, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WUTV
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Buffalo, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WUXP
  Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Tennessee, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WVAH
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nashville, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  



 

















 


	
  Company

  	
   

  	
  State of

  Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  	
   

  
	
  WVTV
  Licensee, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Acquisition VII, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WXLV
  Licensee, LLC

  	
   

  	
  Nevada
  

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Buffalo, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  
	
  WYZZ, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Communications, LLC

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WYZZ
  Licensee, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Wholly
  owned Subsidiary of WYZZ, Inc.

  	
   

  	
  100%
  of issued and outstanding stock

  	
   

  
	
  WZTV
  Licensee, LLC

  	
   

  	
  Nevada

  	
   

  	
  Wholly
  owned Subsidiary of Sinclair Television of Nashville, Inc.

  	
   

  	
  100%
  of membership interest

  	
   

  



 
















 


Schedule 4.14(b)


 


Existing Investments


 


Committed &
Unfunded Investments


In Thousands


 


	
  Investment

  	
   

  	
  Amount

  	
   

  
	
  Cunningham Broadcast Corporation purchase options

  	
   

  	
  $

  	
  33,500

  	
   

  
	
  Purchase Options for Tuscaloosa by and between:

  	
   

  	
  $

  	
  215

  	
   

  
	
  D&C, LLC and Sinclair Broadcast
  Group, Inc.

  	
   

  	
   

  	
   

  
	
  Carl Parmer and Sinclair Broadcast
  Group, Inc.

  	
   

  	
   

  	
   

  
	
  Cecil Heftel and Sinclair Broadcast
  Group, Inc.

  	
   

  	
   

  	
   

  
	
  Purchase Option between Sinclair Properties, LLC
  and RKM Media, Inc. (Syracuse)

  	
   

  	
  $

  	
  310

  	
   

  
	
  Purchase option between Sinclair Properties, LLC
  and WDKA Acquisition Corp. (Paducah)

  	
   

  	
  $

  	
  190

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purchase Option between Second Generation of Iowa,
  Ltd. And Sinclair Acquisition IV, Inc. (Cedar Rapids)

  	
   

  	
  $

  	
  1,900

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Funded Investments

  	
   

  	
   

  	
   

  
	
  Line of Credit and Promissory Note between
  Sinclair Television Group, Inc and Keyser Capital, LLC dated October 4,
  2007

  	
   

  	
  $

  	
  139,168,183

  	
   

  
	
  Line of Credit and Promissory Note between
  Sinclair Television Group, Inc and Sinclair Investment Group, LLC dated
  September 11, 2009, effective July 31, 2007

  	
   

  	
  $

  	
  44,324,603

  	
   

  
	
  Prepaid purchase option related to the purchase of
  WNAB’s license assets

  	
   

  	
  $

  	
  23,519,551

  	
   

  



 





















 


Schedule 4.15


 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

KABB(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KABB Licensee, LLC


 


Main Station KABB(TV), San Antonio, Texas

Facility ID No.: 56528


 


	
  Type of
  Authorization

  	
   

  	
  Call
  Sign

  	
   

  	
  FCC
  File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Construction Permit Modification

  	
   

  	
  KABB-DT

  	
   

  	
  BMPCDT-20080620AKE

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV License 

  	
   

  	
  KABB-DT 

  	
   

  	
  BLCDT-200500627AAJ 

  	
   

  	
  Pending 

  	
   

  	
  N/A 

  	
   

  
	
  License Renewal 

  	
   

  	
  KABB(TV) and associated auxiliaries

  	
   

  	
  BRCT-20060327AFO

  	
   

  	
  01/18/08

  	
   

  	
  08/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with

KABB(TV), San Antonio, Texas

Facility ID No.: 56528


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC26147

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC26148

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC26357

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPK826

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLI483

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WMV558

  	
   

  






 





















 


Antenna Structure Associated with


Main Station KABB(TV), San Antonio, Texas

Facility ID No.: 56528


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1051751

  	
   

  	
  05/12/05

  	
   

  	
  29o 17’ 29.0” N

  098o 16’ 13.0” W

  	
   

  	
  458.1 meters

  	
   

  	
  San Antonio (KRRT-TV) Licensee, Inc.

  	
   

  



 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

KBSI(TV) AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee: KBSI Licensee L.P.


 


Main Station KBSI(TV), Cape Girardeau,
Missouri

Facility ID No. 19593


 


	
  Type of
  Authorization

  	
   

  	
  Call
  Sign

  	
   

  	
  FCC
  File Number

  	
   

  	
  Grant
  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KBSI-DT

  	
   

  	
  BLCDT-20041213ABC

  	
   

  	
  03/30/05

  	
   

  	
  02/01/14

  	
   

  
	
  License Renewal 

  	
   

  	
  KBSI(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050930AIL

  	
   

  	
  01/18/08

  	
   

  	
  02/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station KBSI(TV), Cape Girardeau, Missouri

Facility ID No. 19593


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPF868

  	
   

  






 





















 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHY406

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPZT498

  	
   

  






 


Antenna Structure Associated with


Main Station KBSI(TV), Cape Girardeau, Missouri

Facility ID No. 19593


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1005390

  	
   

  	
  03/17/05

  	
   

  	
  37o 24’ 23.0” N

  089o 33’ 44.0” W

  	
   

  	
  477.6 meters

  	
   

  	
  KBSI Licensee, L.P.

  	
   

  



 


CURRENT FCC LICENSES AND AUTHORIZATIONS


AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KDNL Licensee, LLC


 


Main Station:  KDNL-TV, St.
Louis, Missouri


Facility ID # 56524


 


	
  Type of
  Authorization

  	
   

  	
  Call
  Sign

  	
   

  	
  FCC
  File Number

  	
   

  	
  Grant
  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KDNL-DT

  	
   

  	
  BLCDT-20021216AAE

  	
   

  	
  01/21/03

  	
   

  	
  02/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KDNL-TV and associated auxiliaries

  	
   

  	
  BRCT-20050930AJL

  	
   

  	
  01/18/08

  	
   

  	
  02/01/14

  	
   

  



 





















 


Broadcast Auxiliary Stations Associated with


Main Station:  KDNL-TV, St.
Louis, Missouri


Facility ID # 56524


 




	
  Type Of Licensed

  Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88719

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC26146

  	
   

  
	
  TV Pickup License

  	
   

  	
  KS3913

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WAA30

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WGI273

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WGV606

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WMV647

  	
   

  






 


Business Radio Station Associated With


Main Station:  KDNL-TV, St.
Louis, Missouri


Facility ID # 56524


 




	
  Type
  of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WNTY676

  	
   

  	
  03/28/10

  	
   

  






 


Earth Stations Associated With


Main Station:  KDNL-TV, St.
Louis, Missouri


Facility ID # 56524


 




	
  Type
  of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Transmit/Receive Earth Station License

  	
   

  	
  E960115

  	
   

  	
  05/17/21

  	
   

  
	
  Receive Only Earth Station Registration

  	
   

  	
  KV60

  	
   

  	
  10/15/17

  	
   

  
	
  Receive Only Earth Station Registration

  	
   

  	
  E960087

  	
   

  	
  12/08/20

  	
   

  






 





















 


Antenna Structure Associated with


Main Station:  KDNL-TV, St.
Louis, Missouri


Facility ID # 56524


 




	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1003525

  	
   

  	
  02/18/05

  	
   

  	
  38o 34’ 50.0” N

  090o 19’ 45.0” W

  	
   

  	
  352.1 meters

  	
   

  	
  KDNL Licensee, LLC

  	
   

  






 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


KDSM-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KDSM Licensee, LLC


 


Main Station KDSM-TV, Des Moines, Iowa


Facility ID No. 56527


 


	
  Type
  of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KDSM-DT

  	
   

  	
  BLCDT-20041118ABZ

  	
   

  	
  02/04/05

  	
   

  	
  02/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KDSM-TV and associated auxiliaries

  	
   

  	
  BRCT-20050930AIB

  	
   

  	
  01/30/98

  	
   

  	
  02/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station KDSM-TV, Des Moines, Iowa


Facility ID No. 56527


 




	
  Type
  of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WHM949

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WHM950

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WHS334

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WHS335

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WHS336

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPTJ218

  	
   

  






 




















 


Antenna Structure Associated with


Main Station KDSM-TV, Des Moines, Iowa


Facility ID No. 56527


 




	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1061304

  	
   

  	
  11/18/05

  	
   

  	
  41o 49’ 48.0” N

  093o 36’54.6” W

  	
   

  	
  609.3 meters

  	
   

  	
  American Towers, Inc.

  	
   

  






 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS


KFXA(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: Second Generation of Iowa LTD.


 


Main Station KFXA(TV), Cedar Rapids, Iowa


Facility ID No. 35336


 


	
  Type
  of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KFXA(DT)

  	
   

  	
  BLCDT-20050713ABD

  	
   

  	
  09/07/05

  	
   

  	
  02/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KFXA(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050923ADX

  	
   

  	
  06/12/08

  	
   

  	
  02/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station KFXA(TV), Cedar Rapids, Iowa


Facility ID No. 35336


 




	
  Type
  of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WPNA906

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WPNB857

  	
   

  
	
  TV Pickup License

  	
   

  	
  WQHD233

  	
   

  






 

















 


Business Radio Station Associated With


Main Station KFXA(TV), Cedar Rapids, Iowa


Facility ID No. 3


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPNB944

  	
   

  	
  02/12/12

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPNB945

  	
   

  	
  02/12/12

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPNB946

  	
   

  	
  02/12/12

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPNB947

  	
   

  	
  02/12/12

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPNB948

  	
   

  	
  02/12/12

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPWW724

  	
   

  	
  01/30/13

  	
   

  
	
  Industrial/Business Microwave License

  	
   

  	
  WPWW818

  	
   

  	
  01/30/13

  	
   

  






 


Antenna Structure Associated with


Main Station KFXA(TV), Cedar Rapids, Iowa


Facility ID No. 35336


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1001082

  	
   

  	
  07/11/96

  	
   

  	
  42o 05’ 25.0” N

  092o 05’14.0” W

  	
   

  	
  463.0 meters

  	
   

  	
  Second Generation of Iowa Ltd.

  	
   

  



 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS


KGAN(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KGAN Licensee, LLC


 


Main Station KGAN(TV), Cedar Rapids, Iowa


Facility ID No. 25685


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Construction Permit

  	
   

  	
  KGAN-DT

  	
   

  	
  BPCDT-20090717AEC

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  KGAN(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050930ALF

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV License

  	
   

  	
  KGAN-DT

  	
   

  	
  BLCDT-20041213ABB

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction Permit Modification

  	
   

  	
  KGAN-DT

  	
   

  	
  BMPCDT-20020911AAM

  	
   

  	
  01/21/03

  	
   

  	
  10/01/05

  	
   

  
	
  License Renewal

  	
   

  	
  KGAN(TV) and associated auxiliaries

  	
   

  	
  BRCT-19971001KM

  	
   

  	
  01/30/98

  	
   

  	
  02/01/06

  	
   

  



 

















 


Broadcast Auxiliary Stations Associated with


Main Station KGAN(TV), Cedar Rapids, Iowa


Facility ID No. 25685


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Auxiliary Low Power
  License

  	
   

  	
  BLP01342

  	
   

  
	
  Auxiliary Low Power
  License

  	
   

  	
  BLP01514

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KAP318

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KAP35

  	
   

  
	
  TV Pickup License

  	
   

  	
  KR7773

  	
   

  
	
  TV Pickup License

  	
   

  	
  KR9931

  	
   

  
	
  TV Pickup License

  	
   

  	
  KZ2447

  	
   

  
	
  TV Pickup License

  	
   

  	
  KZ2448

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WGR817

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPWI326

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPWI327

  	
   

  






 


Business Radio Station Associated With


Main Station KGAN(TV), Cedar Rapids, Iowa


Facility ID No. 25685


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Radiolocation License

  	
   

  	
  WNAE244

  	
   

  	
  01/02/15

  	
   

  






 


Earth Station Associated With


Main Station KGAN(TV), Cedar Rapids, Iowa


Facility ID No. 25685


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Transmit/Receive Earth
  Station License

  	
   

  	
  E970014

  	
   

  	
  12/06/21

  	
   

  






 

















 


Antenna Structure Associated with


Main Station KGAN(TV), Cedar Rapids, Iowa


Facility ID No. 25685


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1017602

  	
   

  	
  03/31/97

  	
   

  	
  42o 18’ 59.0” N

  091o 51’31.0” W

  	
   

  	
  587.3 meters

  	
   

  	
  Cedar Rapids Television Company

  	
   

  



 


CURRENT FCC
LICENSES AND RENEWAL AUTHORIZATIONS

K13MN AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KGAN Licensee, LLC


 


Main Station K13MN, Washington, Iowa

Facility ID No. 25687


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  K13MN

  	
   

  	
  BRTVA-20050930ALN

  	
   

  	
  03/22/07

  	
   

  	
  02/01/14

  	
   

  
	
  Class A Low Power TV
  License

  	
   

  	
  K13MN

  	
   

  	
  BLTVA-20010226AAZ

  	
   

  	
  07/17/01

  	
   

  	
  02/01/14

  	
   

  



 

















 


CURRENT FCC LICENSES AND  RENEWAL AUTHORIZATIONS


KMYS(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: San Antonio (KRRT-TV)
Licensee, Inc.


 


Main Station KMYS(TV), Kerrville, TX


Facility ID #51518


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KMYS(DT)

  	
   

  	
  BLCDT-20060608ACW

  	
   

  	
  02/07/08

  	
   

  	
  08/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KMYS(TV) and associated auxiliaries

  	
   

  	
  BRCT-20060327AGB

  	
   

  	
  01/18/08

  	
   

  	
  08/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station KMYS-TV, Kerrville, TX


Facility ID #51518


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC23192

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLG367

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLG371

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLG375

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLI257

  	
   

  






 

















 


Antenna Structure Associated with


Main Station KMYS-TV, Kerrville, TX


Facility ID #51518


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1052003

  	
   

  	
  01/23/03

  	
   

  	
  29o 36’ 38.8” N  

  098o 53’34.1” W

  	
   

  	
  473.3 meters

  	
   

  	
  Chesapeake Television DBA KRRT TV

  	
   

  



 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

KOCB(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KOCB Licensee, LLC


 


Main Station KOCB(TV), Oklahoma City,
Oklahoma

Facility ID No.: 50170


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KOCB(DT)

  	
   

  	
  BLCDT-20060615AAL

  	
   

  	
  01/24/08

  	
   

  	
  06/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KOCB(TV)

  	
   

  	
  BRCT-20060131ABZ

  	
   

  	
  08/31/99

  	
   

  	
  06/01/14

  	
   

  



 


Antenna Structure Associated with


Main Station KOCB(TV), Oklahoma City,
Oklahoma

Facility ID No.: 50170


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1011337

  	
   

  	
  05/24/05

  	
   

  	
  35o 32’ 58.2” N  

  097o 29’ 19.1” W

  	
   

  	
  493.5 meters

  	
   

  	
  KOCB Licensee, LLC

  	
   

  



 
















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

KOKH-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KOKH Licensee, LLC


 


Main Station KOKH-TV, Oklahoma City, Oklahoma

Facility ID No. 35388


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KOKH-DT

  	
   

  	
  BLCDT-20041207ACV

  	
   

  	
  04/08/05

  	
   

  	
  06/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KOKH-TV and associated auxiliaries

  	
   

  	
  BRCT-20060131ACR

  	
   

  	
  01/18/08

  	
   

  	
  06/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station KOKH-TV, Oklahoma City, Oklahoma

Facility ID No. 35388


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC23208

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC26280

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WQKA922

  	
   

  






 


Antenna Structure Associated with


Main Station KOKH-TV, Oklahoma City, Oklahoma

Facility ID No. 35388


 




	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1011337

  	
   

  	
  05/24/05

  	
   

  	
  35o 32’ 58.2” N  

  097o 29’ 19.1” W

  	
   

  	
  493.5 meters

  	
   

  	
  KOCB Licensee, LLC

  	
   

  






 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

KVCW(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: Channel 33, Inc.


 


Main Station KVCW(TV), Las Vegas, Nevada

Facility ID No. 10195


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KVCW-DT

  	
   

  	
  BLCDT-20070109AAW

  	
   

  	
  03/08/07

  	
   

  	
  10/01/14

  	
   

  
	
  License Renewal

  	
   

  	
  KVCW(TV) and associated auxiliaries

  	
   

  	
  BRCT-20060531AFZ

  	
   

  	
  09/29/06

  	
   

  	
  10/01/14

  	
   

  



 


Broadcast Auxiliary Station Associated with

Main Station KVCW(TV), Las Vegas, Nevada

Facility ID No. 10195


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLI718

  	
   

  






 


Antenna Structure Associated with


Main Station KVCW(TV), Las Vegas, Nevada

Facility ID No. 10195


 




	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1203429

  	
   

  	
  10/04/07

  	
   

  	
  36o 00’ 27.3” N  

  115o 00’ 26.9” W

  	
   

  	
  67.4 meters

  	
   

  	
  American Towers, Inc.

  	
   

  






 





















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

KVMY(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: KUPN Licensee, LLC


 


Main Station KVMY(TV), Las Vegas, NV

Facility ID No.: 10179


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  KVMY(DT)

  	
   

  	
  BLCDT-20090220ABX

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  KVMY(DT)

  	
   

  	
  BMPCDT-20060630AAJ

  	
   

  	
  12/12/06

  	
   

  	
  06/12/07

  	
   

  
	
  License Renewal

  	
   

  	
  KVMY(TV) and associated auxiliaries

  	
   

  	
  BRCT-20060531AGC

  	
   

  	
  01/18/08

  	
   

  	
  10/01/14

  	
   

  



 


Broadcast Auxiliary Stations Associated with

KVMY(TV), Las Vegas, NV

Facility ID No.: 10179


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPF931

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHY352

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNB849

  	
   

  
	
  TV Pickup License

  	
   

  	
  WQAR487

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WQCN406

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WQCN407

  	
   

  
	
  Remote Pickup License

  	
   

  	
  WQDA813

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WQGJ272

  	
   

  






 

















 


Business Radio Station Used with

KVMY(TV), Las Vegas, NV

Facility ID No.: 10179


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Industrial/Business
  Microwave Station License

  	
   

  	
  WQED365

  	
   

  	
  12/30/15

  	
   

  






 


Antenna Structure Associated with


KVMY(TV), Las Vegas, NV

Facility ID No.: 10179


 




	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1203429

  	
   

  	
  10/04/07

  	
   

  	
  36o 00’ 27.3” N  

  115o 00’ 26.9” W

  	
   

  	
  67.4 meters

  	
   

  	
  American Towers, Inc.

  	
   

  






 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WABM(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: 
Birmingham (WABM-TV) Licensee, Inc.


 


Main Station WABM(TV), Birmingham, Alabama

Facility ID No. 16820


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WABM(DT)

  	
   

  	
  BLCDT-20060406AAJ

  	
   

  	
  07/30/07

  	
   

  	
  04/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WABM(TV) and associated auxiliaries

  	
   

  	
  BRCT-20041201AWT

  	
   

  	
  06/18/07

  	
   

  	
  04/01/13

  	
   

  



 

















 


Broadcast Auxiliary Stations Associated with

Main Station WABM(TV), Birmingham, Alabama

Facility ID No. 16820


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPJ297

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLG712

  	
   

  






 


Antenna Structure Associated with


Main Station WABM(TV), Birmingham, Alabama

Facility ID No. 16820


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1226663

  	
   

  	
  08/04/08

  	
   

  	
  33o 29’ 04.8” N  

  086o 48’ 25.2” W

  	
   

  	
  335.9 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS


WBFF(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: Chesapeake Television Licensee, LLC


 


Main Station WBFF(TV), Baltimore, Maryland


Facility ID No. 10758


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  WBFF(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040527ASQ

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV License

  	
   

  	
  WBFF(DT)

  	
   

  	
  BLCDT-20041214AFI

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WBFF(DT)

  	
   

  	
  BPCDT-19980803KR

  	
   

  	
  12/18/03

  	
   

  	
  12/18/04

  	
   

  
	
  License Renewal

  	
   

  	
  WBFF(TV) and associated auxiliaries

  	
   

  	
  BRCT-19960603LK

  	
   

  	
  02/07/97

  	
   

  	
  10/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WBFF(TV), Baltimore, Maryland


Facility ID No. 10758


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB96042

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPF799

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPK428

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPK429

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPL355

  	
   

  






 
















 


Business Radio Station Associated With


Main Station WBFF(TV), Baltimore, Maryland


Facility ID No. 10758


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Industrial/Business
  Microwave License

  	
   

  	
  WNEO587

  	
   

  	
  05/12/12

  	
   

  
	
  Industrial/Business
  Microwave License

  	
   

  	
  WNTJ627

  	
   

  	
  05/12/12

  	
   

  
	
  Industrial/Business
  Microwave License

  	
   

  	
  WNTK362

  	
   

  	
  11/05/18

  	
   

  






 


Antenna Structure Associated with


Main Station WBFF(TV), Baltimore, Maryland


Facility ID No. 10758


 


	
  Registration

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1044237

  	
   

  	
  2/01/01

  	
   

  	
  39o 20’ 10.0” N  

  076o 38’ 58.0” W

  	
   

  	
  390.1 meters

  	
   

  	
  Cunningham Communications, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WCGV-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WCGV Licensee, LLC


 


Main Station WCGV-TV, Milwaukee, Wisconsin

Facility ID No.:  71278


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WCGV-DT

  	
   

  	
  BLCDT-20060609AAK

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WCGV-TV and associated auxiliaries

  	
   

  	
  BRCT-20050801BBZ

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WCGV-DT

  	
   

  	
  BMPCDT-20010920AAK

  	
   

  	
  11/16/01

  	
   

  	
  05/22/05

  	
   

  
	
  License Renewal

  	
   

  	
  WCGV-TV and associated auxiliaries

  	
   

  	
  BRCT-19970801KL

  	
   

  	
  04/24/98

  	
   

  	
  12/01/05

  	
   

  



 


Broadcast Auxiliary Stations Associated with

WCGV-TV, Milwaukee, Wisconsin

Facility ID No.:  71278


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WGH928

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPXI586

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPXP338

  	
   

  






 

















 


Antenna Structure Associated with


WCGV-TV, Milwaukee, Wisconsin

Facility ID No.:  71278


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1057482

  	
   

  	
  02/21/05

  	
   

  	
  43o 05’ 46.2” N  

  087o 54’ 15.0” W

  	
   

  	
  369.7 meters

  	
   

  	
  Milwaukee Area Technical College District
  Board

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WCHS-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WCHS Licensee, LLC


 


Main Station:  WCHS-TV,
Charleston, West Virginia


Facility ID # 71280


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WCHS-DT

  	
   

  	
  BLCDT-20050621AAQ

  	
   

  	
  08/12/05

  	
   

  	
  10/01/12

  	
   

  
	
  License Renewal

  	
   

  	
  WCHS-TV and associated auxiliaries

  	
   

  	
  BRCT-20040527ASW

  	
   

  	
  02/10/05

  	
   

  	
  10/01/12

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station:  WCHS-TV,
Charleston, West Virginia


Facility ID # 71280


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Auxiliary Low Power

  	
   

  	
  BLP00431

  	
   

  
	
  Auxiliary Low Power

  	
   

  	
  BLP00994

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB97285

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC23194

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KQI48

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLF297

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLF471

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLF472

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WQDN901

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WQDN902

  	
   

  






 

















 


Business Radio Stations with


Main Station:  WCHS-TV,
Charleston, West Virginia


Facility ID # 71280


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Industrial/Business
  Private Microwave License

  	
   

  	
  WNTX570

  	
   

  	
  01/31/10

  	
   

  
	
  Industrial/Business
  Private Microwave License

  	
   

  	
  WNTX571

  	
   

  	
  01/31/10

  	
   

  
	
  Industrial/Business
  Private Microwave License

  	
   

  	
  WPNH913

  	
   

  	
  10/30/12

  	
   

  






 


Earth Stations Associated With


Main Station:  WCHS-TV,
Charleston, West Virginia


Facility ID # 71280


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E860272

  	
   

  	
  03/28/21

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E873865

  	
   

  	
  09/25/22

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E060010

  	
   

  	
  01/12/21

  	
   

  






 


Antenna Structure Associated with


Main Station:  WCHS-TV,
Charleston, West Virginia


Facility ID # 71280


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1241143

  	
   

  	
  11/17/03

  	
   

  	
  38o 24’ 28.0” N  

  081o 54’ 12.0” W

  	
   

  	
  456.9 meters

  	
   

  	
  Sinclair Media III, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS


WDBB(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WDBB-TV, Inc.


 


Main Station WDBB(TV), Bessemer, AL

Facility ID No. 71325


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WDBB(DT)

  	
   

  	
  BLCDT-20060421ABG

  	
   

  	
  08/04/06

  	
   

  	
  04/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WDBB-TV

  	
   

  	
  BRCT-20041201BCQ

  	
   

  	
  06/06/06

  	
   

  	
  04/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with

WDBB(TV), Bessemer, AL

Facility ID No. 71325


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB55291

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KB96286

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLF283

  	
   

  






 


Antenna Structure Associated with


Main Station:  WDBB(TV),
Bessemer, AL

Facility ID No. 71325


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1035175

  	
   

  	
  12/05/97

  	
   

  	
  33o 28’ 51.0” N  

  087o 24’ 03.3” W

  	
   

  	
  609.6 meters

  	
   

  	
  WTTO, Inc.

  	
   

  



 
















 


CURRENT
FCC LICENSES AND RENEWAL AUTHORIZATIONS


WDKA(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WDKA Acquisition Corporation


 


Main Station WDKA(TV), Paducah, Kentucky


Facility ID No. 39561


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WDKA(DT)

  	
   

  	
  BLDSTA-20090522ABY

  	
   

  	
  05/29/09

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WDKA(DT)

  	
   

  	
  BMPCDT-20080620AIQ

  	
   

  	
  12/05/08

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV License

  	
   

  	
  WDKA(DT)

  	
   

  	
  BLCDT-20070313AAJ

  	
   

  	
  05/22/07

  	
   

  	
  08/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WDKA(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050317ACP

  	
   

  	
  06/06/06

  	
   

  	
  08/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WDKA(TV), Paducah, Kentucky


Facility ID No. 39561


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNG802

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNG803

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNG804

  	
   

  
	
  TV Studio Transmitter
  License

  	
   

  	
  WPNG805

  	
   

  






 


Antenna Structure Associated with


Main Station WDKA(TV), Paducah, Kentucky


Facility ID No. 39561


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1013331

  	
   

  	
  03/03/97

  	
   

  	
  37o 23’ 42.0” N

  088o 56’ 23.0” W

  	
   

  	
  290.5 meters

  	
   

  	
  WDKA Acquisition Corporation

  	
   

  



 

















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

WDKY-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WDKY Licensee, LLC


 


Main Station WDKY-TV, Danville, Kentucky

Facility ID No.:  64017


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WDKY-DT

  	
   

  	
  BDSTA-20090610ABF

  	
   

  	
  06/11/09

  	
   

  	
  12/12/09

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WDKY-DT

  	
   

  	
  BPCDT-20090323AEA

  	
   

  	
  03/25/09

  	
   

  	
  03/25/12

  	
   

  
	
  Digital TV License

  	
   

  	
  WDKY-DT

  	
   

  	
  BLCDT-20050624AAU

  	
   

  	
  07/20/05

  	
   

  	
  08/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WDKY-TV and associated auxiliaries

  	
   

  	
  BRCT-20050401BAO

  	
   

  	
  01/18/08

  	
   

  	
  08/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with

WDKY-TV, Danville, Kentucky

Facility ID No.:  64017


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLG579

  	
   

  
	
  Studio Transmitter License

  	
   

  	
  WPXI775

  	
   

  
	
  Studio Transmitter License

  	
   

  	
  WQDR802

  	
   

  






 

















 


Business Radio Station Used with

WDKY-TV, Danville, Kentucky

Facility ID No.:  64017


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Industrial/Business
  Microwave Station License

  	
   

  	
  WNTZ600

  	
   

  	
  07/18/10

  	
   

  






 


Antenna Structure Associated with


Main Station WDKY-TV, Danville, Kentucky

Facility ID No.:  64017


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1240955

  	
   

  	
  10/31/03

  	
   

  	
  37o 52’ 50.9” N

  084o 19’ 15.9” W

  	
   

  	
  352.6 meters

  	
   

  	
  WDKY, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WEAR-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WEAR Licensee, LLC


 


Main Station:  WEAR-TV,
Pensacola, Florida


Facility ID # 71363


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WEAR-DT

  	
   

  	
  BLCDT-20050627AAK

  	
   

  	
  01/29/08

  	
   

  	
  02/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WEAR-TV and associated auxiliaries

  	
   

  	
  BRCT-20040930AII

  	
   

  	
  01/18/08

  	
   

  	
  02/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station:  WEAR-TV,
Pensacola, Florida


Facility ID # 71363


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Auxiliary Low Power

  	
   

  	
  BLP00430

  	
   

  
	
  Auxiliary Low Power

  	
   

  	
  BLP00804

  	
   

  
	
  Auxiliary Low Power

  	
   

  	
  BLP00807

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC23848

  	
   

  
	
  Intercity Relay License

  	
   

  	
  KIS76

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KJD96

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPM269

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KRE82

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLD279

  	
   

  






 

















 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLG881

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLG921

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WMF350

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WQAI392

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WQAI403

  	
   

  






 


Earth Stations associated with


Main Station:  WEAR-TV,
Pensacola, Florida


Facility ID # 71363


 


	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Transmit/Receive Earth
  Station License

  	
   

  	
  E950404

  	
   

  	
  08/25/20

  	
   

  
	
  Receive Only Earth Station
  License

  	
   

  	
  E060039

  	
   

  	
  02/14/21

  	
   

  



 


Antenna Structure Associated with


Main Station:  WEAR-TV,
Pensacola, Florida


Facility ID # 71363


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1212516

  	
   

  	
  12/06/06

  	
   

  	
  30o 36’ 45.4” N

  087o 38’ 41.6” W

  	
   

  	
  583.1 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 
















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

WFGX(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WFGX Licensee, LLC


 


Main Station WFGX(TV), Fort Walton Beach,
Florida

Facility ID No.:  6554


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WFGX(DT)

  	
   

  	
  BLDSTA-20090522ACB

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WFGX(DT)

  	
   

  	
  BMPCDT-20080620AHV

  	
   

  	
  11/12/08

  	
   

  	
  12/12/09

  	
   

  
	
  License Renewal

  	
   

  	
  WFGX(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040930AIO

  	
   

  	
  01/31/05

  	
   

  	
  02/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with

WFGX(TV), Fort Walton Beach, Florida

Facility ID No.:  6554


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPJE619

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPJE620

  	
   

  






 


Antenna Structure Associated with


Main Station WFGX(TV), Fort Walton Beach,
Florida

Facility ID No.:  6554


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1212516

  	
   

  	
  08/04/08

  	
   

  	
  30o 36’ 45.5” N  087o 38’ 41.6” W

  	
   

  	
  583.1 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL
AUTHORIZATIONS

WGME-TV AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WGME Licensee, LLC


 


Main Station WGME-TV, Portland, Maine

Facility ID No. 25683


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WGME-DT

  	
   

  	
  BLCDT-20061206ACS

  	
   

  	
  03/08/07

  	
   

  	
  04/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WGME-TV and associated auxiliaries

  	
   

  	
  BRCT-20061129AOU

  	
   

  	
  08/07/08

  	
   

  	
  04/01/15

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WGME-TV, Portland, Maine

Facility ID No. 25683


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88998

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB55395

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB97128

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KCE20

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPF913

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPF914

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPM468

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPM487

  	
   

  






 

















 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KRV46

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WCO23

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WHY291

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WHY292

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLF619

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLF620

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLG289

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLG347

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLJ643

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WMF737

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WPJB245

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WPNB978

  	
   

  






 


Business Radio Stations Associated With


Main Station WGME-TV, Portland, Maine

Facility ID No. 25683


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPJB738

  	
   

  	
  01/16/11

  	
   

  
	
  Business/Industrial Microwave
  License

  	
   

  	
  WPQA767

  	
   

  	
  04/27/15

  	
   

  






 

















 


Earth Station Associated With


Main Station WGME-TV, Portland, Maine

Facility ID No. 25683


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Transmit/Receive Earth
  Station License

  	
   

  	
  E950350

  	
   

  	
  07/14/20

  	
   

  






 


Antenna Structure Associated with


Main Station WGME-TV, Portland, Maine

Facility ID No. 25683


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1024383

  	
   

  	
  02/18/05

  	
   

  	
  43o 55’ 29.0” N  

  070o 29’ 27.0” W

  	
   

  	
  495.1 meters

  	
   

  	
  WGME Licensee, LLC

  	
   

  



 
















 


CURRENT FCC LICENSES AND
AUTHORIZATIONS

WICD(TV) AND ASSOCIATED AUXILIARY
STATIONS


 


Licensee:    WICD Licensee, LLC


 


Main Station WICD(TV), Champaign, Illinois(1)

Facility ID No. 25684


 


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WICD(DT)

  	
   

  	
  BLCDT-20050620AAO

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WICD(DT)

  	
   

  	
  BMPCDT-20041215AAN

  	
   

  	
  02/14/05

  	
   

  	
  08/14/05

  	
   

  
	
  License Renewal

  	
   

  	
  WICD(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050801AQC

  	
   

  	
  04/27/09

  	
   

  	
  12/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WICD(TV), Champaign, Illinois

Facility ID No. 25684


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Auxiliary Low Power
  License

  	
   

  	
  BLP00160

  	
   

  
	
  Auxiliary Low Power
  License

  	
   

  	
  BLP01160

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC26142

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  KTX71

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KVM77

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WMV569

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WMV570

  	
   

  






 






(1)           Station
WICD(TV) is a Satellite Station of WICS(TV), Springfield, IL


 

















 


Business Radio Station Associated With


Main Station WICD(TV), Champaign, Illinois

Facility ID No. 25684


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPHI929

  	
   

  	
  06/01/15

  	
   

  






 


Antenna Structure Associated with


Main Station WICD(TV), Champaign, Illinois

Facility ID No. 25684


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1036562

  	
   

  	
  02/18/05

  	
   

  	
  40o 4’ 10.0” N  

  087o 54’ 46.0” W

  	
   

  	
  407.8 meters

  	
   

  	
  WICD Licensee, LLC

  	
   

  



 

















 


CURRENT FCC LICENSES AND
AUTHORIZATIONS

WICS(TV) AND ASSOCIATED AUXILIARY
STATIONS


 


Licensee:  WICS Licensee, LLC


 


Main Station WICS(TV), Springfield, Illinois

Facility ID No. 25686


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  WICS(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050801ASO

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV License

  	
   

  	
  WICS(DT)

  	
   

  	
  BLCDT-20050627AAI

  	
   

  	
  07/26/05

  	
   

  	
  12/01/05

  	
   

  
	
  License Renewal

  	
   

  	
  WICS(TV) and associated auxiliaries

  	
   

  	
  BRCT-19970801KW

  	
   

  	
  11/19/97

  	
   

  	
  12/01/05

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WICS(TV), Springfield, Illinois

Facility ID No. 25686


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Auxiliary Low Power
  License

  	
   

  	
  BLP01105

  	
   

  
	
  Auxiliary Low Power
  License

  	
   

  	
  BLP01316

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB55668

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KSK95

  	
   

  
	
  Intercity Relay License

  	
   

  	
  KTZ93

  	
   

  






 

















 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WAQ265

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WKZ31

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLF755

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WME674

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WMV573

  	
   

  






 


Antenna Structure Associated with


Main Station WICS(TV), Springfield, Illinois

Facility ID No. 25686


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1008823

  	
   

  	
  11/29/96

  	
   

  	
  39o 48’ 15.0” N  

  089o 27’ 40.0” W

  	
   

  	
  444.5 meters

  	
   

  	
  Guy Gannett Communications

  	
   

  



 

















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS


WKEF(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WKEF Licensee L.P.


 


Main Station WKEF(TV), Dayton, Ohio


Facility ID No. 73155


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Current

  Expiration

  Date

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WKEF(DT)

  	
   

  	
  BPCDT-20090320AGS

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV License

  	
   

  	
  WKEF(DT)

  	
   

  	
  BLCDT-20050620AAP

  	
   

  	
  01/24/08

  	
   

  	
  10/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WKEF(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050601ALR

  	
   

  	
  01/18/08

  	
   

  	
  10/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WKEF(TV), Dayton, Ohio


Facility ID No. 73155


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLP00992

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLP01152

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLQ470

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLQ471

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88943

  	
   

  
	
  TV Pickup License

  	
   

  	
  KH9085

  	
   

  
	
  TV Pickup License

  	
   

  	
  KL5498

  	
   

  
	
  TV Pickup License

  	
   

  	
  KQ8540

  	
   

  
	
  TV Pickup License

  	
   

  	
  KR7765

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KS2007

  	
   

  
	
  TV Pickup License

  	
   

  	
  KY2885

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WHY585

  	
   

  
	
  Remote Pickup License

  	
   

  	
  WZZ790

  	
   

  






 

















 


Business Radio Station Associated With


Main Station WKEF(TV), Dayton, Ohio


Facility ID No. 73155


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPOR414

  	
   

  	
  12/31/18

  	
   

  






 


Antenna Structure Associated with


Main Station WKEF(TV), Dayton, Ohio


Facility ID No. 73155


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1013716

  	
   

  	
  05/07/02

  	
   

  	
  39o 43’ 28.0” N  

  084o 15’ 18.0” W

  	
   

  	
  351.4 meters

  	
   

  	
  WRGT-TV

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL
AUTHORIZATIONS

WLFL(TV) AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WLFL
Licensee, LLC


 


Main Station WLFL(TV), Raleigh, NC

Facility ID No. 73205


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WLFL(DT)

  	
   

  	
  BLCDT-20090612AIF

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WLFL(DT)

  	
   

  	
  BMPCDT-20080620AJP

  	
   

  	
  03/03/09

  	
   

  	
  06/12/09

  	
   

  
	
  License Renewal

  	
   

  	
  WLFL(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040730ARF

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WLFL(TV) and associated auxiliaries

  	
   

  	
  BRCT-19960731KJ

  	
   

  	
  12/11/96

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WLFL(TV), Raleigh, NC

Facility ID No. 73205


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KY5606

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLF770

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WMV699

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPYM699

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPYM961

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WLFL(TV), Raleigh, NC

Facility ID No. 73205


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1027322

  	
   

  	
  05/28/04

  	
   

  	
  35o 40’ 29.0” N  

  078o 31’ 39.0” W

  	
   

  	
  606.2 meters

  	
   

  	
  CBC Real Estate Company, Inc.

  	
   

  



 
















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

WLOS(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WLOS Licensee, LLC


 


Main Station WLOS(TV), Asheville, North
Carolina

Facility ID No.:  56537


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WLOS(DT)

  	
   

  	
  BLDSTA-20090522ACE

  	
   

  	
  05/29/09

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WLOS(DT)

  	
   

  	
  BMPCDT-20080620AKA

  	
   

  	
  02/04/09

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV License

  	
   

  	
  WLOS(DT)

  	
   

  	
  BLCDT-20061207AAQ

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WLOS(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040730AQF

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WLOS(TV) and associated auxiliaries

  	
   

  	
  BRCT-19960729KJ

  	
   

  	
  11/29/96

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WLOS(TV), Asheville, North Carolina

Facility ID No.:  56537


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Low Power Auxiliary

  	
   

  	
  BLP00855

  	
   

  
	
  Low Power Auxiliary

  	
   

  	
  BLP00864

  	
   

  
	
  Low Power Auxiliary

  	
   

  	
  BLP01373

  	
   

  






 

















 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88862

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88863

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB96278

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KIO70

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KR5542

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WDT887

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WDT888

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WDT889

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLG548

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLI947

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLJ374

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLJ390

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLL474

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WME944

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WME945

  	
   

  






 


Business Radio Station Associated With


Main Station WLOS(TV), Asheville, North Carolina

Facility ID No.:  56537


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Industrial/Business
  Microwave License

  	
   

  	
  WPRZ846

  	
   

  	
  03/19/11

  	
   

  






 

















 


Earth Stations Associated With


Main Station WLOS(TV), Asheville, North Carolina

Facility ID No.:  56537


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Transmit/Receive Earth
  Station License

  	
   

  	
  E900033

  	
   

  	
  01/19/10

  	
   

  
	
  Receive Only Earth Station
  License

  	
   

  	
  E070159

  	
   

  	
  7/27/22

  	
   

  






 


Antenna Structure Associated with


Main Station WLOS(TV), Asheville, North Carolina

Facility ID No.:  56537


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1035173

  	
   

  	
  12/05/97

  	
   

  	
  35o 25’ 32.0” N  

  082o 45’ 24.0” W

  	
   

  	
  103.2 meters

  	
   

  	
  Chesapeake Television, Inc.

  	
   

  



 





















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W05AC AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main TV Translator Station W05AC, Tyron,
Columbus, et.al., NC

Facility ID No.: 56538


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W05AC

  	
   

  	
  BRTVL-20040730AQW

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W05AC

  	
   

  	
  BRTVL-19960729AA

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W05AC

  	
   

  	
  BLTTV-19791115IW

  	
   

  	
  02/09/81

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W05AE AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W05AE,
Sylva/Addie, NC

Facility ID No.: 56529


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W05AE

  	
   

  	
  BRTVL-20040730AQV

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W05AE

  	
   

  	
  BRTVL-19960729AB

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W05AE

  	
   

  	
  BLTTV-19820607ID

  	
   

  	
  07/26/82

  	
   

  	
  12/01/04

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W05AF AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W05AF, Cherokee,
NC

Facility ID No.: 56533


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W05AF

  	
   

  	
  BRTVL-20040730AQL

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W05AF

  	
   

  	
  BRTTV-986

  	
   

  	
  7/27/77

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W05AF

  	
   

  	
  BLTTV-1180

  	
   

  	
  Unknown

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W05AO AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W05AO, Pickens, SC

Facility ID No.: 56531


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W05AO

  	
   

  	
  BRTVL-20040730AQX

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W05AO

  	
   

  	
  BRTVL-19960729AD

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  



 

















 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  TV Translator License

  	
   

  	
  W05AO

  	
   

  	
  BLTTV-19821005IG

  	
   

  	
  10/15/82

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W05AP AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station W05AP, Brasstown/Murphy, NC

Facility ID No. 56530


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Current

  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W05AP

  	
   

  	
  BRTVL-20040730AQI

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W05AP

  	
   

  	
  BRTVL-19960729AE

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W05AP

  	
   

  	
  BLTTV-3796

  	
   

  	
  06/12/72

  	
   

  	
  12/01/04

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W06AD AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W06AD, Spruce
Pine, NC

Facility ID No.: 56536


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W06AD

  	
   

  	
  BRTVL-20040730AQU

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W06AD

  	
   

  	
  BRTTV-1011

  	
   

  	
  07/27/77

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W06AD

  	
   

  	
  BLTTV-1687

  	
   

  	
  Unknown

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W06AL AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W06AL Oteen &
Warren, NC

Facility ID No.: 56544


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W06AL

  	
   

  	
  BRTVL-20040730AQU

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W06AL

  	
   

  	
  BRTVL-19960729AZ

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W06AL

  	
   

  	
  BLTTV-19850926IA

  	
   

  	
  10/01/85

  	
   

  	
  12/01/04

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W06AN AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W06AN, Sapphire
Valley, NC

Facility ID No.:  56547


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W06AN

  	
   

  	
  BRTVL-20040730AQT

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W06AN

  	
   

  	
  BRTVL-19960729AF

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W06AN

  	
   

  	
  BLTTV-19820218ID

  	
   

  	
  03/15/82

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W06AP AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W06AP, Maggie
Valley, NC

Facility ID No.: 56534


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W06AP

  	
   

  	
  BRTVL-20040730AQP

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W06AP

  	
   

  	
  BRTVL-19960729AG

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W06AP

  	
   

  	
  BLTTV-19791109IC

  	
   

  	
  08/07/80

  	
   

  	
  12/01/04

  	
   

  



 
















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W06AQ AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W06AQ, Bat Cave,
NC

Facility ID No.: 56535


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W06AQ

  	
   

  	
  BRTVL-20040730AQG

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W06AQ

  	
   

  	
  BRTVL-19960729AH

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W06AQ

  	
   

  	
  BLTTV-19791220IA

  	
   

  	
  02/05/81

  	
   

  	
  12/01/04

  	
   

  






 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W08AN AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W08AN, Bryson
City, NC

Facility ID No.: 56540


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W08AN

  	
   

  	
  BRTVL-20040730AQJ

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W08AN

  	
   

  	
  BRTVL-19960729AI

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W08AN

  	
   

  	
  BLTTV-19800725IC

  	
   

  	
  08/21/80

  	
   

  	
  12/01/04

  	
   

  



 

















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W10AP AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WLOS Licensee, LLC


 


Main Station TV Translator W10AP, Marion,
etc., NC

Facility ID No.: 56542


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W10AP

  	
   

  	
  BRTVL-20040730AQQ

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W10AP

  	
   

  	
  BRTVL-19960729AJ

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W10AP

  	
   

  	
  BLTTV-19800428IN

  	
   

  	
  02/09/81

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W11AJ AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WLOS Licensee, LLC


 


Main Station TV Translator W11AJ, Franklin,
NC

Facility ID No.: 56539


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W11AJ

  	
   

  	
  BRTVL-20040730AQM

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W11AJ

  	
   

  	
  BRTVL-19960729CA

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W11AJ

  	
   

  	
  BLTTV-19811211IC

  	
   

  	
  01/20/82

  	
   

  	
  12/01/04

  	
   

  



 

















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W11AQ AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WLOS Licensee, LLC


 


Main Station TV Translator W11AQ,
Robbinsville, NC

Facility ID No.: 56546


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W11AQ

  	
   

  	
  BRTVL-20040730AQS

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W11AQ

  	
   

  	
  BRTVL-19960729AK

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W11AQ

  	
   

  	
  BLTTV-19821008IB

  	
   

  	
  12/17/82

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W12AQ AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS License, LLC


 


Main Station TV Translator W12AQ, Black
Mountain, NC

Facility ID No.: 56545


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W12AQ

  	
   

  	
  BRTVL-20040730AQH

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W12AQ

  	
   

  	
  BRTTV-1651

  	
   

  	
  08/12/74

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W12AQ

  	
   

  	
  BLTTV-1804

  	
   

  	
  Unknown

  	
   

  	
  12/01/04

  	
   

  



 

















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W12AR AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WLOS Licensee, LLC


 


Main Station TV Translator W12AR, Waynesville &
Hazelwood, NC

Facility ID No.: 56532


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W12AR

  	
   

  	
  BRTVL-20040730AQN

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W12AR

  	
   

  	
  BRTTV-790

  	
   

  	
  4/21/78

  	
   

  	
  12/01/04

  	
   

  
	
  Translator TV License

  	
   

  	
  W12AR

  	
   

  	
  BLTTV-4877

  	
   

  	
  Unknown

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W12AU AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W12AU, Burnsville,
NC

Facility ID No.: 56543


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W12AU

  	
   

  	
  BRTVL-20040730AQK

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W12AU

  	
   

  	
  BRTTV-1833

  	
   

  	
  10/25/77

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W12AU

  	
   

  	
  BLTTV-1997

  	
   

  	
  Unknown

  	
   

  	
  12/01/04

  	
   

  



 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

W12CI AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WLOS Licensee, LLC


 


Main Station TV Translator W12CI, Hot
Springs, NC

Facility ID No.: 56541


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  W12CI

  	
   

  	
  BRTVL-20040730AQO

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  W12CI

  	
   

  	
  BRTVL-19960729CB

  	
   

  	
  11/27/96

  	
   

  	
  12/01/04

  	
   

  
	
  TV Translator License

  	
   

  	
  W12CI

  	
   

  	
  BLTTV-19901224JI

  	
   

  	
  02/04/91

  	
   

  	
  12/01/04

  	
   

  



 
















 


CURRENT FCC LICENSES AND RENEWAL
AUTHORIZATIONS

WMMP(TV) AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WMMP Licensee L.P.


 


Main Station WMMP(TV), Charleston, SC

Facility ID No. 9015


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WMMP(DT)

  	
   

  	
  BLCDT-20090622ABW

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WMMP(DT)

  	
   

  	
  BLDSTA-20090612AHK

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WMMP(DT)

  	
   

  	
  BMPCDT-20080620AJI

  	
   

  	
  01/22/09

  	
   

  	
  12/12/09

  	
   

  
	
  License Renewal

  	
   

  	
  WMMP(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040730APZ

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WMMP(TV) and associated auxiliaries

  	
   

  	
  BRCT-19960801KX

  	
   

  	
  11/29/96

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WMMP(TV), Charleston, SC

Facility ID No. 9015


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Studio Transmitter Link
  License

  	
   

  	
  WQDC441

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WQDC450

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WMMP(TV), Charleston, SC

Facility ID No. 9015


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1042963

  	
   

  	
  03/05/01

  	
   

  	
  32o 56’ 25.0” N  

  079o 41’ 44.0” W

  	
   

  	
  607.0 meters

  	
   

  	
  Media General Operations, Inc.

  	
   

  



 

















 


CURRENT FCC
LICENSE AND RENEWAL AUTHORIZATIONS

WMSN-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WMSN Licensee, LLC


 


Main Station WMSN-TV, Madison, Wisconsin

Facility ID No.: 10221


 


	
  Type
  of

  Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WMSN-DT

  	
   

  	
  BLCDT-20041118ACD

  	
   

  	
  02/04/05

  	
   

  	
  12/01/13

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WMSN-DT

  	
   

  	
  BPCDT-20090209AGC

  	
   

  	
  02/25/09

  	
   

  	
  02/25/12

  	
   

  
	
  License Renewal

  	
   

  	
  WMSN-TV and associated auxiliaries

  	
   

  	
  BRCT-20050801BAQ

  	
   

  	
  08/07/08

  	
   

  	
  12/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WMSN-TV, Madison, Wisconsin

Facility ID No.: 10221


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB97126

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB97127

  	
   

  
	
  TV Remote Pickup

  	
   

  	
  KPG882

  	
   

  






 

















 


Business Radio Stations Associated With


Main Station WMSN-TV, Madison, Wisconsin

Facility ID No.: 10221


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WNEN301

  	
   

  	
  06/06/11

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPOQ289

  	
   

  	
  11/06/18

  	
   

  






 


Antenna Structure Associated with


Main Station WMSN-TV, Madison, Wisconsin

Facility ID No.: 10221


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1033919

  	
   

  	
  11/18/97

  	
   

  	
  43o 03’ 21.0” N  

  089o 32’ 06.0” W

  	
   

  	
  402.0 meters

  	
   

  	
  University of Wisconsin Madison

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WMYA-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  Anderson (WFBC-TV) Licensee, Inc.


 


Main Station:  WMYA-TV, Anderson,
SC


Facility ID #56548


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WMYA-DT

  	
   

  	
  BLCDT-20080714AFN

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WMYA-DT

  	
   

  	
  BMPCDT-20080620ADM

  	
   

  	
  12/11/08

  	
   

  	
  12/11/11

  	
   

  
	
  License Renewal

  	
   

  	
  WMYA-TV and associated auxiliaries

  	
   

  	
  BRCT-20040730AHU

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WMYA-TV and associated auxiliaries

  	
   

  	
  BRCT-19960729KF

  	
   

  	
  11/29/96

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Station Associated with


Main Station:  WMYA-TV, Anderson,
SC


Facility ID #56548


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KF6265

  	
   

  






 


Antenna Structure Associated with


Main Station:  WMYA-TV, Anderson,
SC


Facility ID #56548


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1045371

  	
   

  	
  04/22/98

  	
   

  	
  34o 38’ 51.0” N  

  082o 16’ 12.0” W

  	
   

  	
  320.3 meters

  	
   

  	
  Chesapeake Television, Inc.

  	
   

  



 





















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WMYV-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: 
WUPN Licensee, LLC


 


Main Station WMYV-TV, Greensboro, North
Carolina

Facility ID No. 25544


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  License Renewal

  	
   

  	
  WMYV-TV and associated auxiliaries

  	
   

  	
  BRCT-20040730ARP

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Station License

  	
   

  	
  WMYV-DT

  	
   

  	
  BLCDT-20020430ABD

  	
   

  	
  10/29/02

  	
   

  	
  12/01/04

  	
   

  
	
  License Renewal

  	
   

  	
  WMYV-TV and associated auxiliaries

  	
   

  	
  BRCT-19960801KO

  	
   

  	
  12/09/96

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WMYV-TV, Greensboro, North Carolina

Facility ID No. 25544


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHB950

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WMF695

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WMF696

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPYM708

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WMYV-TV, Greensboro, North
Carolina

Facility ID No. 25544


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1061305

  	
   

  	
  08/4/08

  	
   

  	
  35o 52’ 02.6” N  

  079o 49’ 25.4” W

  	
   

  	
  582.3 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 






 












 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WNAB(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  Nashville License Holdings, LLC


 


Main Station:  WNAB(TV),
Nashville, Tennessee


Facility ID #73310


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV Station License

  	
   

  	
  WNAB(DT)

  	
   

  	
  BLCDT-20040712AAO

  	
   

  	
  09/23/04

  	
   

  	
  08/01/13

  	
   

  
	
  TV Station License Renewal

  	
   

  	
  WNAB(DT)

  	
   

  	
  BRCT-20050401ARZ

  	
   

  	
  03/28/08

  	
   

  	
  08/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station:  WNAB(TV), Nashville,
Tennessee


Facility ID #73310


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPJE622

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WQEB644

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WQEZ512

  	
   

  






 


Antenna Structure Associated with


Main Station:  WNAB(TV),
Nashville, Tennessee


Facility ID #73310


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1224078

  	
   

  	
  04/06/09

  	
   

  	
  36o 15’ 49.8” N

  086o 47’ 38.9” W

  	
   

  	
  381.4 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS

WNUV(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: Baltimore (WNUV-TV)
Licensee, Inc.


 


Main Station WNUV(TV), Baltimore, Maryland

Facility ID No. 7933


 


	
  Type of
  Authorization

  	
   

  	
  Call
  Sign

  	
   

  	
  FCC
  File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WNUV(DT)

  	
   

  	
  BLCDT-20051011AOI

  	
   

  	
  01/26/07

  	
   

  	
  10/01/12

  	
   

  
	
  License Renewal 

  	
   

  	
  WNUV(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040528ASA

  	
   

  	
  04/18/06

  	
   

  	
  10/01/12

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WNUV(TV), Baltimore, Maryland

Facility ID No. 7933


 




	
  Type Of
  Authorization

  	
   

  	
  Call
  Sign

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WHF212

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WHF213

  	
   

  






 


Antenna Structure Associated with


Main Station WNUV(TV), Baltimore, Maryland

Facility ID No. 7933


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1044237

  	
   

  	
  02/01/01

  	
   

  	
  39o 20’ 10.0” N

  076o 38’ 58.0” W

  	
   

  	
  390.1 meters

  	
   

  	
  Cunningham Communications, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WNYO-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  New York Television, Inc.


 


Main Station WNYO-TV,
Buffalo, New York

Facility ID No. 67784


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WNYO-DT

  	
   

  	
  BPCDT-20090717AED

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV License

  	
   

  	
  WNYO-DT

  	
   

  	
  BLCDT-20090619ABO

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WNYO-DT

  	
   

  	
  BPCDT-20090602ACD

  	
   

  	
  06/04/09

  	
   

  	
  06/04/12

  	
   

  
	
  License Renewal

  	
   

  	
  WNYO-TV and associated auxiliaries

  	
   

  	
  BRCT-20070130AJE

  	
   

  	
  11/15/07

  	
   

  	
  06/01/15

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WNYO-TV, Buffalo, New York

Facility ID No. 67784


 




	
  Type of Authorization

  	
   

  	
  Call
  Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB96865

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLO658

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WPNF836

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WPNF837

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WQFX510

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WNYO-TV, Buffalo, New York

Facility ID No. 67784


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1045315

  	
   

  	
  08/09/02

  	
   

  	
  42o 46’ 58.0” N

  078o 27’ 27.0” W

  	
   

  	
  319.7 meters

  	
   

  	
  New York Television, Inc.

  	
   

  



 

















 


CURRENT
FCC LICENSES AND RENEWAL AUTHORIZATIONS


WNYS-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: RKM Media, Inc.


 


Main Station WNYS-TV, Syracuse, New York


Facility ID No. 58725


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Current Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WNYS-DT

  	
   

  	
  BLCDT-20060509AAQ

  	
   

  	
  05/24/06

  	
   

  	
  06/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WNYS-TV and associated auxiliaries

  	
   

  	
  BRCT-20070125ABE

  	
   

  	
  05/31/07

  	
   

  	
  06/01/15

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WNYS-TV, Syracuse, New York


Facility ID No. 58725


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPNA882

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPNB441

  	
   

  






 


Antenna Structure Associated with


Main Station WNYS-TV, Syracuse, New York


Facility ID No. 58725


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1006348

  	
   

  	
  04/25/02

  	
   

  	
  42o 52’ 50.2” N

  076o 11’ 58.7” W

  	
   

  	
  310.6 meters

  	
   

  	
  Sinclair Properties LLC

  	
   

  



 
















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WPGH-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: 
WPGH Licensee, LLC


 


Main Station WPGH-TV, Pittsburgh, PA

Facility ID No.:  73875


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WPGH-DT

  	
   

  	
  BLCDT-20021216AAT

  	
   

  	
  02/04/05

  	
   

  	
  08/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WPGH-TV and associated auxiliaries

  	
   

  	
  BRCT-20070329AAM

  	
   

  	
  10/30/07

  	
   

  	
  08/01/15

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WPGH-TV, Pittsburgh, PA

Facility ID No.:  73875


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WDD625

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WLF725

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WLI281

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WLP935

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WPNH967

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WPNH968

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WPNH969

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WPNH970

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPUE201

  	
   

  
	
  TV Intercity Relay Station
  License

  	
   

  	
  WPUF948

  	
   

  
	
  TV Pickup Station License

  	
   

  	
  WPUI502

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WPGH-TV,
Pittsburgh, PA

Facility ID No.:  73875


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1026132

  	
   

  	
  02/13/02

  	
   

  	
  40o 29’ 43.0” N

  080o 00’ 17.0” W

  	
   

  	
  224.5 meters

  	
   

  	
  Gerstell Development Limited Partnership

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WPMY(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: 
WCWB Licensee, LLC


 


Main Station WPMY(TV),
Pittsburgh, PA

Facility ID No.:  73907


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WPMY(DT)

  	
   

  	
  BLCDT-20060608AAB

  	
   

  	
  07/11/06

  	
   

  	
  08/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WPMY(TV) and associated auxiliaries

  	
   

  	
  BRCT-20070329ABJ

  	
   

  	
  04/27/09

  	
   

  	
  08/01/15

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WPMY(TV), Pittsburgh, PA

Facility ID No.:  73907


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPST395

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPST398

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPUW417

  	
   

  






 


Antenna Structure Associated with


Main Station WPMY(TV),
Pittsburgh, PA

Facility ID No.:  73907


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1026131

  	
   

  	
  01/30/01

  	
   

  	
  40o 29’ 43.0” N

  080o 00’ 16.0” W

  	
   

  	
  222.5 meters

  	
   

  	
  Gerstell Development Limited Partnership

  	
   

  



 

















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS


WRDC(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: Raleigh (WRDC-TV) Licensee, Inc.


 


Main Station WRDC(TV), Durham, North Carolina


Facility ID No. 54963


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Current Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WRDC(DT)

  	
   

  	
  BLCDT-20090612AID

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WRDC(DT)

  	
   

  	
  BMPCDT-20080620AJU

  	
   

  	
  02/19/09

  	
   

  	
  06/12/09

  	
   

  
	
  License Renewal

  	
   

  	
  WRDC(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040730ARG

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WRDC(TV) and associated auxiliaries

  	
   

  	
  BRCT-19960731KM

  	
   

  	
  12/09/96

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WRDC(TV), Durham, North Carolina


Facility ID No. 54963


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB97382

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KKN768

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KNM21

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLJ714

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLQ856

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WRDC(TV), Durham, North Carolina


Facility ID No. 54963


 


	
  Registration Number

  	
   

  	
  Issue Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall Height

  	
   

  	
  Owner

  	
   

  
	
  1006703

  	
   

  	
  05/28/04

  	
   

  	
  35o 40’ 35.1” N

  078o 32’ 07.2” W

  	
   

  	
  609.5 meters

  	
   

  	
  Auburn Tower Partnership

  	
   

  



 
















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS

WRGT-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WRGT Licensee, LLC


 


Main Station WRGT-TV, Dayton, Ohio

Facility ID No. 411


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WRGT-DT

  	
   

  	
  BLCDT-20050621AAU

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal
  Application

  	
   

  	
  WRGT-TV

  	
   

  	
  BRCT-20050601BCE

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WRGT-DT

  	
   

  	
  BPCDT-19991101ADJ

  	
   

  	
  11/06/02

  	
   

  	
  11/05/03

  	
   

  
	
  License Renewal

  	
   

  	
  WRGT-TV

  	
   

  	
  BRCT-19970530KR

  	
   

  	
  12/17/97

  	
   

  	
  10/01/05

  	
   

  



 


Earth Station Associated with


Main Station WRGT-TV, Dayton, Ohio

Facility ID No. 411


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E920374

  	
   

  	
  03/05/12

  	
   

  






 


Antenna Structure Associated with


Main Station WRGT-TV, Dayton, Ohio

Facility ID No. 411


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1013716

  	
   

  	
  05/07/02

  	
   

  	
  39o 43’ 28.0” N

  084o 15’ 18.0” W

  	
   

  	
  351.4 meters

  	
   

  	
  WRGT-TV

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WRLH-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WRLH Licensee, LLC


 


Main Station WRLH-TV,
Richmond, Virginia

Facility ID No.:  412


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WRLH-DT

  	
   

  	
  BLCDT-20041207AAW

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WRLH-DT

  	
   

  	
  BMPCDT-20040507ABE

  	
   

  	
  07/14/04

  	
   

  	
  01/14/05

  	
   

  
	
  License Renewal

  	
   

  	
  WRLH-TV and associated auxiliaries

  	
   

  	
  BRCT-20040527AST

  	
   

  	
  01/18/08

  	
   

  	
  10/01/12

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WRLH-TV, Richmond, Virginia

Facility ID No.:  412


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC23129

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHB812

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLE679

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WQBR520

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WQBR529

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WRLH-TV,
Richmond, Virginia

Facility ID No.:  412


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1018227

  	
   

  	
  02/20/08

  	
   

  	
  37o 30’ 45.5” N

  077o 36’ 04.7 W

  	
   

  	
  374.5 meters

  	
   

  	
  Spectrasite Communications, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WSMH(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WSMH Licensee, LLC


 


Main Station WSMH(TV),
Flint, MI

Facility ID No. 21737


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WSMH-DT

  	
   

  	
  BMPCDT-20080620AKL

  	
   

  	
  11/03/08

  	
   

  	
  12/12/09

  	
   

  
	
  Digital TV License

  	
   

  	
  WSMH-DT

  	
   

  	
  BLCDT-20061109AAN

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WSMH-DT

  	
   

  	
  BPCDT-20051115ADO

  	
   

  	
  12/12/05

  	
   

  	
  12/12/06

  	
   

  
	
  License Renewal

  	
   

  	
  WSMH(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050601AJP

  	
   

  	
  01/18/08

  	
   

  	
  10/01/13

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WSMH(TV), Flint, MI

Facility ID No. 21737


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPJ469

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLD469

  	
   

  
	
  Remote Pickup License

  	
   

  	
  WQDA689

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WQDC997

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WSMH(TV),
Flint, MI

Facility ID No. 21737


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1241302

  	
   

  	
  12/02/03

  	
   

  	
  43o 13’ 31.1 N

  084o 04’ 32.9” W

  	
   

  	
  378.6 meters

  	
   

  	
  WSMH, Inc.

  	
   

  



 
















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WSTR-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WSTR Licensee, Inc.


 


Main Station WSTR-TV,
Cincinnati, Ohio

Facility ID No.:  11204


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WSTR-DT

  	
   

  	
  BLCDT-20080724ABP

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WSTR-DT

  	
   

  	
  BMPCDT-20080620AHH

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WSTR-DT

  	
   

  	
  BMPCDT-20070720AAM

  	
   

  	
  01/24/08

  	
   

  	
  07/27/08

  	
   

  
	
  License Renewal

  	
   

  	
  WSTR-TV and associated auxiliaries

  	
   

  	
  BRCT-20050601APH

  	
   

  	
  10/06/97

  	
   

  	
  10/01/13

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WSTR-TV, Cincinnati, Ohio

Facility ID No.:  11204


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WGH912

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WGV734

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPYP937

  	
   

  






 

















 


Earth Station Associated with

Main Station WSTR-TV, Cincinnati, Ohio

Facility ID No.:  11204


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  WV20

  	
   

  	
  11/09/19

  	
   

  






 


Antenna Structure Associated with


Main Station WSTR-TV,
Cincinnati, Ohio

Facility ID No.:  11204


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1014132

  	
   

  	
  02/21/97

  	
   

  	
  39o 12’ 01.0” N

  084o 31’ 22.0” W

  	
   

  	
  290.8 meters

  	
   

  	
  WSTR Licensee Inc. DBA WSTR

  	
   

  



 

















 


CURRENT FCC LICENSE AUTHORIZATION

W66AQ AND ANTENNA STRUCTURE


 


Licensee:  WSTR Licensee, Inc.


 


Main Station TV Translator
W66AQ, Dayton, Ohio

Facility ID No.:  11203


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  TV Translator License

  	
   

  	
  W66AQ

  	
   

  	
  BLTT-20070802AAZ

  	
   

  	
  09/19/07

  	
   

  	
  10/01/13

  	
   

  



 


Antenna Structure Associated with


Main Station TV Translator
W66AQ, Dayton, Ohio

Facility ID No.:  11203


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1008373

  	
   

  	
  05/15/03

  	
   

  	
  39o 43’ 14.0” N

  084o 15’ 40.0” W

  	
   

  	
  333.7 meters

  	
   

  	
  Sinclair Properties, LLC

  	
   

  



 

















 


CURRENT FCC LICENSES AND
RENEWAL AUTHORIZATIONS

WSYT(TV) AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee: WSYT Licensee L.P.


 


Main Station  WSYT(TV), Syracuse, NY

Facility ID No. 40758


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WSYT(DT)

  	
   

  	
  BLCDT-20050705AAM

  	
   

  	
  09/07/05

  	
   

  	
  06/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WSYT(TV) and associated auxiliaries

  	
   

  	
  BRCT-20070130AIT

  	
   

  	
  08/07/08

  	
   

  	
  06/01/15

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station  WSYT(TV), Syracuse, NY

Facility ID No. 40758


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPM739

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLL304

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNF922

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPNK610

  	
   

  






 


Antenna Structure Associated with


Main Station  WSYT(TV), Syracuse, NY

Facility ID No. 40758


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1006348

  	
   

  	
  04/25/02

  	
   

  	
  42o 52’ 50.2” N

  076o 11’ 58.7” W

  	
   

  	
  310.6 meters

  	
   

  	
  Sinclair Properties, LLC

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

W16AX


 


Licensee: 
WSYT Licensee LP


 


Main Station W16AX, Ithaca,
NY

Facility ID No.:  15567


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Class A Station
  License

  	
   

  	
  W16AX

  	
   

  	
  BLTTA-20010302ABE

  	
   

  	
  03/07/02

  	
   

  	
  06/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  W16AX

  	
   

  	
  BRTTA-20070130AIW

  	
   

  	
  06/07/07

  	
   

  	
  06/01/15

  	
   

  



 
















 


CURRENT FCC LICENSES AND
RENEWAL AUTHORIZATIONS

WSYX(TV) AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee: WSYX Licensee, Inc.


 


Main Station WSYX(TV),
Columbus, OH 

Facility ID No. 56549


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WSYX(DT)

  	
   

  	
  BLCDT-20030801AXM

  	
   

  	
  11/06/03

  	
   

  	
  10/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WSYX(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050601AIJ

  	
   

  	
  01/18/08

  	
   

  	
  10/01/13

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WSYX(TV), Columbus, OH 

Facility ID No. 56549


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLP00818

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLP00912

  	
   

  
	
  Low Power Auxiliary
  License

  	
   

  	
  BLQ78091

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KC24201

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KC24202

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPK371

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPK814

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPM456

  	
   

  






 

















 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KRN298

  	
   

  
	
  TV Pickup License

  	
   

  	
  KS2095

  	
   

  
	
  TV Pickup License

  	
   

  	
  KS2097

  	
   

  
	
  TV Pickup License

  	
   

  	
  KS2102

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WBE786

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WGV678

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WMU219

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WMU259

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPWR886

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPWR891

  	
   

  
	
  Remote Pickup License

  	
   

  	
  WZZ704

  	
   

  






 


Business Radio Stations
Associated with

Main Station WSYX(TV), Columbus, OH 

Facility ID No. 56549


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPSR301

  	
   

  	
  07/17/11

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPSR302

  	
   

  	
  07/17/11

  	
   

  






 

















 


Earth Station Associated
with

Main Station WSYX(TV), Columbus, OH

Facility ID No. 56549


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Transmit/Receive Earth
  Station License

  	
   

  	
  E930283

  	
   

  	
  01/14/19

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E3843

  	
   

  	
  01/29/12

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E860987

  	
   

  	
  08/22/21

  	
   

  






 


Antenna Structure Associated with


Main Station WSYX(TV),
Columbus, OH

Facility ID No. 56549


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1011933

  	
   

  	
  10/18/01

  	
   

  	
  39o 56’ 14.0” N

  083o 01’ 16.0” W

  	
   

  	
  315.0 meters

  	
   

  	
  Sinclair Media II, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WTAT-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WTAT Licensee, LLC


 


Main Station WTAT-TV, Charleston, South Carolina


Facility ID No. 416


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WTAT-DT

  	
   

  	
  BLCDT-20090612AHS

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WTAT-DT

  	
   

  	
  BMPCDT-20080620ADZ

  	
   

  	
  09/09/08

  	
   

  	
  02/17/09

  	
   

  
	
  License Renewal

  	
   

  	
  WTAT-TV and associated auxiliaries

  	
   

  	
  BRCT-20040730AIH

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WTAT-TV and associated auxiliaries

  	
   

  	
  BRCT-19960801KS

  	
   

  	
  02/18/97

  	
   

  	
  12/01/04

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WTAT-TV, Charleston, South Carolina


Facility ID No. 416


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLD977

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLQ388

  	
   

  






 

















 


Earth Station Associated With


Main Station WTAT-TV, Charleston, South Carolina


Facility ID No. 416


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E6347

  	
   

  	
  10/28/18

  	
   

  






 


Antenna Structure Associated with


Main Station WTAT-TV, Charleston, South Carolina


Facility ID No. 416


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1042963

  	
   

  	
  03/05/01

  	
   

  	
  32o 56’ 25.0” N

  079o 41’ 44.0” W

  	
   

  	
  607.0 meters

  	
   

  	
  Media General Operations, Inc.

  	
   

  



 
















 


CURRENT FCC LICENSES, AUTHORIZATIONS


AND PENDING AUTHORIZATIONS FOR


WTTA(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: Bay Television, Inc.


 


Main Station WTTA(TV), St. Petersburg, Florida


Facility ID Number:  4108


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WTTA-DT

  	
   

  	
  BLDSTA-20090522ACG

  	
   

  	
  05/29/09

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WTTA-DT

  	
   

  	
  BMPCDT-20080620AJX

  	
   

  	
  09/22/08

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV License

  	
   

  	
  WTTA-DT

  	
   

  	
  BLCDT-20061207ABG

  	
   

  	
  02/05/07

  	
   

  	
  02/01/13

  	
   

  
	
  Renewal of License

  	
   

  	
  WTTA(TV) and associated auxiliaries

  	
   

  	
  BRCT-20040930AMM

  	
   

  	
  08/17/06

  	
   

  	
  02/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station WTTA(TV), St. Petersburg, Florida


Facility ID Number:  4108


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPRR595

  	
   

  
	
  TV Intercity Relay

  	
   

  	
  WPXW875

  	
   

  
	
  TV Pickup

  	
   

  	
  WPYE583

  	
   

  






 


Business Radio Stations Associated with


Main Station WTTA(TV), St. Petersburg, Florida


Facility ID Number:  4108


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Industrial/Business
  Microwave

  	
   

  	
  WNTL792

  	
   

  	
  12/31/01

  	
   

  	
  12/10/11

  	
   

  
	
  Industrial/Business
  Microwave

  	
   

  	
  WPYP685

  	
   

  	
  09/23/03

  	
   

  	
  09/23/13

  	
   

  
	
  Industrial/Business
  Microwave

  	
   

  	
  WPZB633

  	
   

  	
  12/22/03

  	
   

  	
  12/22/13

  	
   

  



 

















 


Antenna Structure Associated with


Main Station WTTA(TV), St. Petersburg, Florida


Facility ID Number:  4108


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1028292

  	
   

  	
  05/31/01

  	
   

  	
  27o 50’ 33.0” N

  82o 15’ 44.0” W

  	
   

  	
  479.4 meters

  	
   

  	
  Tampa Tower General Partnership

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WTTE-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  Columbus (WTTE-TV) Licensee, Inc.


 


Main Station:  WTTE(TV),
Columbus, Ohio


Facility ID #74137


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WTTE(DT)

  	
   

  	
  BLCDT-20050701ABA

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WTTE(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050601BCI

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WTTE(DT)

  	
   

  	
  BPCDT-19991029AGZ

  	
   

  	
  04/05/02

  	
   

  	
  11/15/02

  	
   

  
	
  License Renewal

  	
   

  	
  WTTE(TV) and associated auxiliaries

  	
   

  	
  BRCT-19970602LX

  	
   

  	
  11/03/97

  	
   

  	
  10/01/05

  	
   

  



 


Broadcast Auxiliary Station Associated with


Main Station:  WTTE(TV),
Columbus, Ohio


Facility ID #74137


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPTL293

  	
   

  






 


Antenna Structure Associated with


Main Station:  WTTE(TV),
Columbus, Ohio


Facility ID #74137


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1011933

  	
   

  	
  10/18/01

  	
   

  	
  39o 56’ 14.0” N

  83o 01’ 16.0” W

  	
   

  	
  315.0 meters

  	
   

  	
  Sinclair Media II, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WTTO(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WTTO Licensee, LLC


 


Main Station WTTO(TV),
Homewood, AL

Facility ID No.: 74138


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WTTO(DT)

  	
   

  	
  BLCDT-20060406AAG

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WTTO(TV) and associated auxiliaries

  	
   

  	
  BRCT-20041201AWE

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WTTO(DT)

  	
   

  	
  BMPCDT-20041104AMB

  	
   

  	
  12/06/04

  	
   

  	
  07/05/05

  	
   

  
	
  License Renewal

  	
   

  	
  WTTO(TV) and associated auxiliaries

  	
   

  	
  BRCT-19961202LV

  	
   

  	
  04/04/97

  	
   

  	
  04/01/05

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WTTO(TV), Homewood, AL

Facility ID No.: 74138


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88882

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLQ887

  	
   

  






 

















 


Antenna Structure Associated with


Main Station WTTO(TV),
Homewood, AL

Facility ID No.: 74138


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1226663

  	
   

  	
  08/04/08

  	
   

  	
  33o 29’ 04.8” N

  086o 48’ 25.2” W

  	
   

  	
  335.9 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 
















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WTVZ-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WTVZ Licensee, LLC


 


Main Station WTVZ-TV,
Norfolk, VA

Facility ID No.:40759


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WTVZ-DT

  	
   

  	
  BLCDT-20090602ABA

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WTVZ-DT

  	
   

  	
  BMPCDT-20080620AJZ

  	
   

  	
  01/15/09

  	
   

  	
  06/12/09

  	
   

  
	
  License Renewal

  	
   

  	
  WTVZ-TV and associated auxiliaries

  	
   

  	
  BRCT-20040527ATA

  	
   

  	
  04/18/06

  	
   

  	
  10/01/12

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WTVZ-TV, Norfolk, VA

Facility ID No.:40759


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KA88913

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WFW676

  	
   

  






 


Antenna Structure Associated with


Main Station WTVZ-TV, Norfolk, VA

Facility ID No.:40759


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1057874

  	
   

  	
  05/10/07

  	
   

  	
  36o 48’ 31.8” N

  076o 30’ 11.3” W

  	
   

  	
  383.7 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSES AND RENEWAL AUTHORIZATIONS

WTWC-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WTWC Licensee, LLC


 


Main Station WTWC-TV,
Tallahassee, FL

Facility ID No. 66908


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WTWC-DT

  	
   

  	
  BLDSTA-20090522ABQ

  	
   

  	
  05/29/09

  	
   

  	
  10/18/09

  	
   

  
	
  DTV Construction Permit

  	
   

  	
  WTWC-DT

  	
   

  	
  BPCDT-20080317AGG

  	
   

  	
  04/01/08

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV License

  	
   

  	
  WTWC-DT

  	
   

  	
  BLCDT-20030214ABB

  	
   

  	
  04/09/03

  	
   

  	
  02/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WTWC-TV and associated auxiliaries

  	
   

  	
  BRCT-20040930AJM

  	
   

  	
  01/18/08

  	
   

  	
  02/01/13

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WTWC-TV, Tallahassee, FL

Facility ID No. 66908


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB55264

  	
   

  
	
  Studio Transmitter Link

  	
   

  	
  WQGD978

  	
   

  
	
  Intercity Relay

  	
   

  	
  WQGD979

  	
   

  






 


Antenna Structure Associated with


Main Station WTWC-TV,
Tallahassee, FL

Facility ID No. 66908


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1054890

  	
   

  	
  07/31/98

  	
   

  	
  30o 40’ 52.0” N

  083o 58’ 21.0” W

  	
   

  	
  609.0 meters

  	
   

  	
  Pegasus Broadcast Television

  	
   

  



 

















 


CURRENT FCC LICENSES AND AUTHORIZATIONS


AND ASSOCIATED AUXILIARY STATIONS


 


LICENSEE: KLGT Licensee, LLC


 


Main Station:  WUCW(TV),
Minneapolis, Minnesota


Facility ID # 36395


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WUCW(DT)

  	
   

  	
  BLCDT-20060405AAI

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WUCW(TV) and associated auxiliaries

  	
   

  	
  BRCT-20051128ATB

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WUCW(DT)

  	
   

  	
  BPCDT-19991027ADG

  	
   

  	
  06/08/01

  	
   

  	
  05/01/02

  	
   

  
	
  License Renewal

  	
   

  	
  WUCW(TV) and associated auxiliaries

  	
   

  	
  BRCT-19971201LA

  	
   

  	
  05/08/98

  	
   

  	
  04/01/06

  	
   

  



 


Broadcast Auxiliary Stations Associated with


Main Station:  WUCW(TV),
Minneapolis, Minnesota


Facility ID # 36395


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WLG471

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPQR943

  	
   

  






 

















 


Antenna Structure Associated with


Main Station:  WUCW(TV),
Minneapolis, Minnesota


Facility ID # 36395


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1023882

  	
   

  	
  02/23/06

  	
   

  	
  45o 03’ 44.0” N

  093o 08’ 22.0” W

  	
   

  	
  437.7 meters

  	
   

  	
  Telefarm, Inc.

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WUHF(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:   WUHF Licensee, LLC


 


Main Station WUHF(TV),
Rochester, New York

Facility ID No. 413


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WUHF(DT)

  	
   

  	
  BLCDT-20050316AAK

  	
   

  	
  10/18/05

  	
   

  	
  06/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WUHF(TV) and associated auxiliaries

  	
   

  	
  BRCT-20070130AJG

  	
   

  	
  04/27/09

  	
   

  	
  06/01/15

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WUHF(TV), Rochester, New York

Facility ID No. 413


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WFW697

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPON402

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPXP954

  	
   

  






 

















 


Earth Station Associated
with

Main Station WUHF(TV), Rochester, New York

Facility ID No. 413


 




	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E950031

  	
   

  	
  10/31/19

  	
   

  






 


Antenna Structure Associated with


Main Station WUHF(TV), Rochester, New York

Facility ID No. 413


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall

  Height

  	
   

  	
  Owner

  	
   

  
	
  1228608

  	
   

  	
  06/09/08

  	
   

  	
  43o 08’ 05.4” N

  077o 35’ 05.6” W

  	
   

  	
  97.5 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WUTV(TV) AND ASSOCIATED AUXILIARY STATIONS


Licensee: WUTV Licensee, LLC


 


Main Station WUTV(TV),
Buffalo, New York

Facility ID No. 415


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant

  Date

  	
   

  	
  Current

  Expiration

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WUTV(DT)

  	
   

  	
  BLCDT-20060829BGK

  	
   

  	
  11/20/06

  	
   

  	
  06/01/15

  	
   

  
	
  License Renewal

  	
   

  	
  WUTV(TV)

  	
   

  	
  BRCT-20070130AJA

  	
   

  	
  08/07/08

  	
   

  	
  06/01/15

  	
   

  



 
















 


Broadcast Auxiliary Station
Associated with

Main Station WUTV(TV), Buffalo, New York

Facility ID No. 415


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WQFN585

  	
   

  



 


Antenna Structure Associated with


Main Station WUTV(TV),
Buffalo, New York

Facility ID No. 415


 


	
  Registration

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1019110

  	
   

  	
  08/06/07

  	
   

  	
  43o 01’ 32.2” N  

  078o 55’ 42.1” W

  	
   

  	
  338.6 meters

  	
   

  	
  Sinclair Television of Buffalo, Inc.

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS


WUXP-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WUXP Licensee, LLC


 


Main Station:  WUXP-TV,
Nashville, Tennessee


Facility ID #9971


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WUXP-DT

  	
   

  	
  BLCDT-20060414AAU

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WUXP-DT

  	
   

  	
  BMPCDT-20010525AAJ

  	
   

  	
  10/25/01

  	
   

  	
  07/06/05

  	
   

  
	
  License Renewal

  	
   

  	
  WUXP-TV and associated auxiliaries

  	
   

  	
  BRCT-20050401BGJ

  	
   

  	
  04/17/08

  	
   

  	
  08/01/13

  	
   

  



 

















 


Broadcast Auxiliary Stations Associated with


Main Station:  WUXP-TV,
Nashville, Tennessee


Facility ID #9971


 




	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB55893

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHM948

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLI758

  	
   

  
	
  Intercity Relay License

  	
   

  	
  WLJ317

  	
   

  
	
  Studio Transmitter Link License

  	
   

  	
  WMU691

  	
   

  






 


Antenna Structure Associated with


Main Station:  WUXP-TV,
Nashville, Tennessee


Facility ID #9971


 


	
  Registration 

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1224078

  	
   

  	
  04/06/09

  	
   

  	
  36o 15’ 49.8” N  

  086o 47’ 38.9” W

  	
   

  	
  381.4 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 

















 


CURRENT
FCC LICENSE AND RENEWAL AUTHORIZATIONS


WVAH-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WVAH Licensee, LLC


 


Main Station WVAH-TV, Charleston, West Virginia


Facility ID No. 417


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant 

  Date

  	
   

  	
  Expiration 

  Date

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WVAH-DT

  	
   

  	
  BLCDT-20050621AAV

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WVAH-DT and associated auxiliaries

  	
   

  	
  BRCT-20040528ASR

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WVAH-DT

  	
   

  	
  BMPCDT-20040406AAX

  	
   

  	
  04/14/05

  	
   

  	
  10/14/05

  	
   

  
	
  License Renewal

  	
   

  	
  WVAH-DT and associated auxiliaries

  	
   

  	
  BRCT-19960531KG

  	
   

  	
  03/13/97

  	
   

  	
  08/01/05

  	
   

  



 


Broadcast Auxiliary Station Associated with


Main Station WVAH-TV, Charleston, West Virginia


Facility ID No. 417


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHF259

  	
   

  



 

















 


Earth Station Associated with

Main Station WVAH-TV, Charleston, West Virginia


Facility ID No. 417


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Receive Only Earth Station
  Registration

  	
   

  	
  E920033

  	
   

  	
  10/18/11

  	
   

  



 


Antenna Structure Associated with


Main Station WVAH-TV, Charleston, West Virginia


Facility ID No. 417


 


	
  Registration

  Number

  	
   

  	
  Issue 

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1241143

  	
   

  	
  11/17/03

  	
   

  	
  38o 24’ 28.0” N

  081o 54’ 12.0” W

  	
   

  	
  456.9 meters

  	
   

  	
  Sinclair Media III, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WVTV(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee:  WVTV Licensee, Inc.


 


Main Station WVTV(TV) Milwaukee, Wisconsin

Facility ID No.:  74174


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant 

  Date

  	
   

  	
  Expiration 

  Date

  	
   

  
	
  Digital TV Special
  Temporary Authority

  	
   

  	
  WVTV-DT

  	
   

  	
  BLDSTA-20090522ABT

  	
   

  	
  05/29/09

  	
   

  	
  10/18/09

  	
   

  
	
  Post Transition Digital TV
  Construction Permit

  	
   

  	
  WVTV-DT

  	
   

  	
  BPCDT-20080317AGE

  	
   

  	
  03/20/08

  	
   

  	
  10/18/09

  	
   

  
	
  Digital TV License

  	
   

  	
  WVTV-DT

  	
   

  	
  BLCDT-20060609ABB

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WVTV-DT

  	
   

  	
  BMPCDT-20011002AAC

  	
   

  	
  05/29/02

  	
   

  	
  05/22/05

  	
   

  
	
  License Renewal

  	
   

  	
  WVTV(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050801BDQ

  	
   

  	
  07/17/08

  	
   

  	
  12/01/13

  	
   

  



 


Broadcast Auxiliary Stations Associated with

Main Station WVTV(TV) Milwaukee, Wisconsin

Facility ID No.:  74174


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Auxiliary Low Power

  	
   

  	
  BLP00446

  	
   

  
	
  TV Pickup License

  	
   

  	
  KB96955

  	
   

  
	
  TV Pickup License

  	
   

  	
  KC24724

  	
   

  
	
  TV Pickup License

  	
   

  	
  KK8784

  	
   

  
	
  TV Pickup License

  	
   

  	
  KK8785

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  KZU20

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WLL722

  	
   

  



 
















 


Antenna Structure Associated with


Main Station WVTV(TV)
Milwaukee, Wisconsin

Facility ID No.:  74174


 


	
  Registration 

  Number

  	
   

  	
  Issue 

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1057482

  	
   

  	
  02/21/05

  	
   

  	
  43o 05’ 46.2” N  

  087o 54’ 15.0” W

  	
   

  	
  369.7 meters

  	
   

  	
  Milwaukee Area Technical College District
  Board

  	
   

  



 


CURRENT FCC LICENSES
AND  RENEWAL AUTHORIZATIONS

WXLV(TV) AND
ASSOCIATED AUXILIARY STATIONS


 


Licensee: WXLV Licensee, LLC


 


Main Station WXLV-TV, Winston-Salem, NC

Facility ID No. 414


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant Date

  	
   

  	
  Expiration 

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WXLV-DT

  	
   

  	
  BLCDT-20050624ABB

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  License Renewal

  	
   

  	
  WXLV-TV and associated auxiliaries

  	
   

  	
  BRCT-20040730ART

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WXLV-DT

  	
   

  	
  BPCDT-19991101ACF

  	
   

  	
  05/31/01

  	
   

  	
  05/01/02

  	
   

  
	
  License Renewal

  	
   

  	
  WXLV-TV and associated auxiliaries

  	
   

  	
  BRCT-19960801KW

  	
   

  	
  04/29/97

  	
   

  	
  12/01/04

  	
   

  



 

















 


Broadcast Auxiliary Stations Associated with

Main Station WXLV-TV, Winston-Salem, NC

Facility ID No. 414


 


	
  Type Of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Remote Pickup License

  	
   

  	
  KPM528

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WGZ552

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNF306

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPNF307

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPYN292

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPYP936

  	
   

  
	
  Remote Pickup License

  	
   

  	
  WQDZ356

  	
   

  



 


Business Radio Station
Associated with

Main Station WXLV-TV, Winston-Salem, NC

Facility ID No. 414


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  Expiration Date

  	
   

  
	
  Business/Industrial
  Microwave License

  	
   

  	
  WPCB392

  	
   

  	
  03/10/14

  	
   

  



 


Antenna Structure Associated with


Main Station WXLV-TV, Winston-Salem, NC

Facility ID No. 414


 


	
  Registration 

  Number

  	
   

  	
  Issue 

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1061305

  	
   

  	
  08/04/08

  	
   

  	
  35o 52’ 2.6” N  

  079o 49’ 25.4” W

  	
   

  	
  582.3 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 

















 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WYZZ-TV AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WYZZ Licensee, Inc.


 


Main Station WYZZ-TV,
Bloomington, IL

Facility ID No.: 5875


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant 

  Date

  	
   

  	
  Expiration 

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WYZZ-DT

  	
   

  	
  BLCDT-20060609ABE

  	
   

  	
  Pending

  	
   

  	
  N/A

  	
   

  
	
  Digital TV Construction
  Permit Modification

  	
   

  	
  WYZZ-DT

  	
   

  	
  BMPCDT-20030805AHV

  	
   

  	
  08/22/03

  	
   

  	
  07/06/05

  	
   

  
	
  Digital TV Construction
  Permit

  	
   

  	
  WYZZ-DT

  	
   

  	
  BPCDT-19991028AEQ

  	
   

  	
  02/23/01

  	
   

  	
  05/01/02

  	
   

  
	
  License Renewal

  	
   

  	
  WYZZ-TV and associated auxiliaries

  	
   

  	
  BRCT-20050801ASR

  	
   

  	
  08/07/08

  	
   

  	
  12/01/13

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WYZZ-TV, Bloomington, IL

Facility ID No.: 5875


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WHB790

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WHB791

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WHB792

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WHB793

  	
   

  



 

















 


Antenna Structure Associated with


Main Station WYZZ-TV,
Bloomington, IL

Facility ID No.: 5875


 


	
  Registration 

  Number

  	
   

  	
  Issue

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1010146

  	
   

  	
  12/13/96

  	
   

  	
  40o 38’ 45.0” N  

  089o 10’ 45.0” W

  	
   

  	
  306.9 meters

  	
   

  	
  WYZZ License, Inc.

  	
   

  



 


CURRENT FCC LICENSE AND RENEWAL AUTHORIZATIONS

WZTV(TV) AND ASSOCIATED AUXILIARY STATIONS


 


Licensee: WZTV Licensee, LLC


 


Main Station
WZTV(TV), Nashville, Tennessee

Facility ID No. 418


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  	
  FCC File Number

  	
   

  	
  Grant 

  Date

  	
   

  	
  Current 

  Expiration 

  Date

  	
   

  
	
  Digital TV License

  	
   

  	
  WZTV(DT)

  	
   

  	
  BLCDT-20050309ACM

  	
   

  	
  07/01/05

  	
   

  	
  08/01/13

  	
   

  
	
  License Renewal

  	
   

  	
  WZTV(TV) and associated auxiliaries

  	
   

  	
  BRCT-20050401BFP

  	
   

  	
  01/18/08

  	
   

  	
  08/01/13

  	
   

  



 


Broadcast Auxiliary Stations
Associated with

Main Station WZTV(TV), Nashville, Tennessee

Facility ID No. 418


 


	
  Type of Authorization

  	
   

  	
  Call Sign

  	
   

  
	
  TV Pickup License

  	
   

  	
  KM3761

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WCX497

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WGZ560

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPYR295

  	
   

  
	
  TV Pickup License

  	
   

  	
  WPYR296

  	
   

  
	
  Studio Transmitter Link
  License

  	
   

  	
  WPYT310

  	
   

  
	
  TV Intercity Relay License

  	
   

  	
  WPZH875

  	
   

  



 

















 


Antenna Structure Associated with


Main Station WZTV(TV), Nashville, Tennessee

Facility ID No. 418


 


	
  Registration 

  Number

  	
   

  	
  Issue 

  Date

  	
   

  	
  Coordinates

  	
   

  	
  Overall 

  Height

  	
   

  	
  Owner

  	
   

  
	
  1224078

  	
   

  	
  04/06/09

  	
   

  	
  36o 15’ 49.8” N  

  086o 47’ 38.9” W

  	
   

  	
  381.4 meters

  	
   

  	
  American Towers, Inc.

  	
   

  



 
















 


Schedule 4.17


 


A.                                   Filing Offices


 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  Birmingham (WABM-TV) Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04758702

  	
   

  	
  90-0209556

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  Channel 33, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Nevada

  	
   

  	
  C4553-1987

  	
   

  	
  88-0233278

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  Chesapeake Television Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069927

  	
   

  	
  52-2115731

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KABB Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069992

  	
   

  	
  52-2115751

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KBSI Licensee L.P.

  	
   

  	
  Limited Partnership

  	
   

  	
  Virginia

  	
   

  	
  L012234-3

  	
   

  	
  54-1762871

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KDNL Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069919

  	
   

  	
  52-2115752

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KDSM, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W07359391

  	
   

  	
  55-0829966

  	
   

  	
  10706 Beaver Dam Road Hunt Valley, MD 21030

  
	
  KDSM Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069901

  	
   

  	
  52-2115766

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KFXA Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  E0134272008-4

  	
   

  	
  26-2161390

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KGAN Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05223771

  	
   

  	
  52-2149845

  	
   

  	
  3830 S. Jones Blvd. 

  Las Vegas, NV 89103

  
	
  KLGT, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Minnesota

  	
   

  	
  7E-897

  	
   

  	
  41-1706187

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  KLGT Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069976

  	
   

  	
  52-2117084

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  KOCB, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Oklahoma

  	
   

  	
  1900305291

  	
   

  	
  73-1021304

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  



 

















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  KOCB Licensee, LLC  

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069802

  	
   

  	
  52-2115783

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  KOKH, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC 1916-2003

  	
   

  	
  03-0507160

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  KOKH Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05553151

  	
   

  	
  52-2203569

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  KUPN Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069851

  	
   

  	
  52-2115754

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  Montecito Broadcasting Corporation 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2800969

  	
   

  	
  33-0773615

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  New York Television, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D05924592

  	
   

  	
  52-2261453

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  Raleigh (WRDC-TV) Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04758686

  	
   

  	
  25-1761433

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  San Antonio (KRRT-TV) Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04758694

  	
   

  	
  23-2930453

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  San Antonio Television, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Delaware

  	
   

  	
  3892044

  	
   

  	
  43-2067983

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Acquisition IV, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04230686

  	
   

  	
  52-1947227

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Acquisition VII, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D05556147

  	
   

  	
  52-2202776

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Acquisition VIII, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D05556139

  	
   

  	
  52-2202775

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Acquisition IX, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D05556121

  	
   

  	
  52-2202774

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Acquisition X, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D05556105

  	
   

  	
  52-2202779

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  



 

















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  Sinclair Broadcast Group, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D02235422

  	
   

  	
  52-1494660

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Communications, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W07362924

  	
   

  	
  55-0829979

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Communications II, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2512479

  	
   

  	
  04-3289279

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Finance, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Minnesota

  	
   

  	
  20007-LLC

  	
   

  	
  41-1996699

  	
   

  	
  1640 Como Avenue, Suite A  St. Paul, MN  55108

  
	
  Sinclair Holdings I, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Virginia

  	
   

  	
  0397444-1

  	
   

  	
  54-1637082

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Holdings II, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Virginia

  	
   

  	
  0456892-9

  	
   

  	
  54-1781478

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Holdings III, Inc. 
  

  	
   

  	
  Corporation

  	
   

  	
  Virginia

  	
   

  	
  0479075-4

  	
   

  	
  54-1834835

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Media I, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D03274727

  	
   

  	
  52-1742771

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Media II, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D01530716

  	
   

  	
  52-1313500

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Media III, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D03704442

  	
   

  	
  52-1836394

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair NewsCentral, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W06824460

  	
   

  	
  01-0723291

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Programming Company, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W07216435

  	
   

  	
  54-2095223

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Properties, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Virginia

  	
   

  	
  S011647-7

  	
   

  	
  54-1781481

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Properties II LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Virginia

  	
   

  	
  S024453-5

  	
   

  	
  54-1896557

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television Company, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2110341

  	
   

  	
  58-1719496

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  



 

















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  Sinclair Television Company II, Inc 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2872768

  	
   

  	
  52-2091286

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television Group, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D07359409

  	
   

  	
  55-0829972

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television of Buffalo, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2204526

  	
   

  	
  22-2997498

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television of Charleston, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2135593

  	
   

  	
  57-0856686

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television of Dayton, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  0925913

  	
   

  	
  25-1462963

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television of Nashville, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Tennessee

  	
   

  	
  0053775 

  	
   

  	
  62-0948016

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television of Nevada, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Nevada

  	
   

  	
  C5150-1993

  	
   

  	
  88-0299238

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  Sinclair Television of Tennessee, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2624002

  	
   

  	
  62-1663615

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  Sinclair Television License Holder, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Nevada

  	
   

  	
  C28185-1997

  	
   

  	
  04-3404381

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WCGV, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D03700309

  	
   

  	
  52-1836393

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WCGV Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069844

  	
   

  	
  52-2115785

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WCHS Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069752

  	
   

  	
  52-2115763

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WCWB Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05553144

  	
   

  	
  52-2203568

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WDKA Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  E0003702006-7

  	
   

  	
  20-4154259

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  



 

















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  WDKY, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2362221

  	
   

  	
  61-1250982

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WDKY Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069885

  	
   

  	
  52-2115782

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WEAR Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069984

  	
   

  	
  52-2117080

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WEMT Licensee L.P. 

  	
   

  	
  Limited Partnership

  	
   

  	
  Virginia

  	
   

  	
  L012731-8

  	
   

  	
  54-1794615

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WFGX Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC 7413-2004

  	
   

  	
  27-0086509

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WGGB, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04387775

  	
   

  	
  52-1976547

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WGGB Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05223755

  	
   

  	
  52-2149857

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WGME, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04387742

  	
   

  	
  52-2050323

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WGME Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05223748

  	
   

  	
  52-2149851

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WICD Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05223763

  	
   

  	
  52-2149843

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WICS Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05223797

  	
   

  	
  52-2149853

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WKEF Licensee L.P. 

  	
   

  	
  Limited Partnership

  	
   

  	
  Virginia

  	
   

  	
  L012227-7

  	
   

  	
  54-1762869

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WLFL, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D03943602

  	
   

  	
  52-1911462

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WLFL Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069828

  	
   

  	
  52-2115786

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  



 
















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  WLOS Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069950

  	
   

  	
  52-2115696

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WMMP Licensee L.P. 

  	
   

  	
  Limited Partnership

  	
   

  	
  Virginia

  	
   

  	
  L013126-0

  	
   

  	
  54-1816156

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WMSN Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC771-2002

  	
   

  	
  75-2976030

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WNAB Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  E0412402005-5

  	
   

  	
  20-3179769

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WNYO, Inc. 

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2455374

  	
   

  	
  65-0617241

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WNYS Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  E0906872005-7

  	
   

  	
  20-4154219

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WPGH Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069935

  	
   

  	
  52-2115755

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WRDC, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC 1925-2003

  	
   

  	
  56-2319367

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WRGT Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC7315-2002

  	
   

  	
  01-0735535

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WRLH Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC769-2002

  	
   

  	
  75-2976002

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WSMH, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04186755

  	
   

  	
  52-1952880

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WSMH Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069810

  	
   

  	
  52-2115781

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WSTR Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04282836

  	
   

  	
  52-1958895

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WSYT Licensee L.P. 

  	
   

  	
  Limited Partnership

  	
   

  	
  Virginia

  	
   

  	
  L010598-3

  	
   

  	
  54-1717683

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  



 

















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  WSYX Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04987533

  	
   

  	
  52-2100995

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WTAT Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC7311-2002

  	
   

  	
  03-0472770

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WTTO, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D03700317

  	
   

  	
  52-1836391

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WTTO Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069836

  	
   

  	
  52-2115688

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WTVZ, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04003760

  	
   

  	
  52-1903498

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WTVZ Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05069943

  	
   

  	
  52-2115761

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WTWC, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D05235734

  	
   

  	
  52-2149163

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WTWC Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05223730

  	
   

  	
  52-2149854

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WUHF Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC3-2002

  	
   

  	
  75-2975838

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WUPN Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05566633

  	
   

  	
  52-2203571

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WUTV Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC772-2002

  	
   

  	
  75-2975851

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WUXP Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Maryland

  	
   

  	
  W05566617

  	
   

  	
  52-2203570 

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WVAH Licensee, LLC 

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC7307-2002

  	
   

  	
  04-3702038

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WVTV Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04758710

  	
   

  	
  51-0350913

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WXLV Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC770-2002

  	
   

  	
  75-2975864

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  



 

















 


	
  Obligor

  	
   

  	
  Type of 

  Organization

  	
   

  	
  Jurisdiction 

  of 

  Organization

  	
   

  	
  Organizational 

  ID Number

  	
   

  	
  Federal 

  Tax ID 

  Number

  	
   

  	
  Mailing Address

  
	
  WYZZ, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Maryland

  	
   

  	
  D04301610

  	
   

  	
  52-1959155

  	
   

  	
  10706 Beaver Dam Road Hunt
  Valley, MD 21030

  
	
  WYZZ Licensee, Inc.

  	
   

  	
  Corporation

  	
   

  	
  Delaware

  	
   

  	
  2579625

  	
   

  	
  52-1959631

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  
	
  WZTV Licensee, LLC

  	
   

  	
  Limited Liability Company

  	
   

  	
  Nevada

  	
   

  	
  LLC768-2002

  	
   

  	
  75-2975977

  	
   

  	
  3830 S. Jones Blvd.

  Las Vegas, NV 89103

  



 

















 


Schedule 4.18(a)


 


B.            Owned Real Property


 


OWNED ESSENTIAL REAL PROPERTY TO
BE MORTGAGED:


 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALABAMA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Birmingham

  	
   

  	
  Alabama

  	
   

  	
  WABM
  Tower/Lot

  	
   

  	
  1631
  Spalding Ishkooda Rd

  	
   

  	
  Jefferson

  
	
   

  	
  Birmingham

  	
   

  	
  Alabama

  	
   

  	
  WTTO
  Tower & Studios

  	
   

  	
  2021
  Goldencrest Drive

  	
   

  	
  Jefferson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pensacola/Ft.
  Walton, FL

  	
   

  	
  Florida

  	
   

  	
  WEAR
  Studio & Office Site

  	
   

  	
  4990
  Mobile Hwy.

  	
   

  	
  Escambia

  
	
   

  	
  Tallahassee,
  FL

  	
   

  	
  Florida

  	
   

  	
  WTWC
  Site: Studio/Off/Xmtr

  	
   

  	
  8440
  Deerlake South

  	
   

  	
  Leon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ILLINOIS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Champaign/Springfield,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WICD
  Relay Tower Site

  	
   

  	
  Maroa
  Microwave (formerly RR)

  	
   

  	
  Macon

  
	
   

  	
  Champaign/Springfield,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WICS
  Xmtr Site

  	
   

  	
  WICS
  Road, 3.25mi W of Mechanicsburg

  	
   

  	
  Sangamon

  
	
   

  	
  Champaign/Springfield,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WICS
  Studio

  	
   

  	
  2680
  E. Cook Street

  	
   

  	
  Sangamon

  
	
   

  	
  Champaign/Springfield,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WICD
  Xmtr Site

  	
   

  	
  4
  Miles East of Fithian

  	
   

  	
  Vermillion

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IOWA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Des
  Moines, IA

  	
   

  	
  Iowa

  	
   

  	
  KDSM
  Studio & Office Site

  	
   

  	
  4023
  Fleur Drive

  	
   

  	
  Polk

  
	
   

  	
  Cedar
  Rapids

  	
   

  	
  Iowa

  	
   

  	
  KFXA
  Land Only

  	
   

  	
  6441 - 21st Avenue

  	
   

  	
  Benton

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cedar
  Rapids

  	
   

  	
  Iowa

  	
   

  	
  KGAN
  Xmtr/Tower

  	
   

  	
  5016
  31st Street

  	
   

  	
  Linn

  
	
   

  	
  Cedar
  Rapids

  	
   

  	
  Iowa

  	
   

  	
  KGAN
  Station Site

  	
   

  	
  600
  Old Marion Road NE

  	
   

  	
  Linn

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KENTUCKY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lexington,
  KY

  	
   

  	
  Kentucky

  	
   

  	
  WDKY
  Xmtr Site

  	
   

  	
  1204
  High Bridge Road

  	
   

  	
  Garrard

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAINE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  WGME
  Main Office & Studio

  	
   

  	
  81
  Northport Drive

  	
   

  	
  Cumberland

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  WGME
  Main Broadcast Tower/Land

  	
   

  	
  58
  Tower Road

  	
   

  	
  Cumberland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MICHIGAN

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Flint,
  MI

  	
   

  	
  Michigan

  	
   

  	
  WSMH
  Studio & Office Site

  	
   

  	
  G-3463
  W. Pierson Rd.

  	
   

  	
  Genesee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MISSOURI

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  St.
  Louis, MO

  	
   

  	
  Missouri

  	
   

  	
  KDNL
  Studio/Office

  	
   

  	
  1215
  Cole Street

  	
   

  	
  Saint
  Louis

  
	
   

  	
  St.
  Louis, MO

  	
   

  	
  Missouri

  	
   

  	
  KDNL
  Tower & Xmtr Site

  	
   

  	
  7501
  Watson Road

  	
   

  	
  Saint
  Louis

  
	
   

  	
  Cape
  Girardeau/Paducah

  	
   

  	
  Missouri

  	
   

  	
  KBSI
  Xmtr Site

  	
   

  	
  E
  Perryville Rd. 2.9 Miles SW-Oriole, also known as County Road 621

  	
   

  	
  Cape
  Girardeau

  
	
   

  	
  Cape
  Girardeau/Paducah

  	
   

  	
  Missouri

  	
   

  	
  KBSI/WDKA
  Studio & Office Site

  	
   

  	
  806
  Enterprise Street

  	
   

  	
  Cape
  Girardeau

  



 
















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW YORK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Syracuse,
  NY

  	
   

  	
  New
  York

  	
   

  	
  WSYT/WNYS
  Studio & Office Site

  	
   

  	
  1000
  James Street

  	
   

  	
  Onondaga

  
	
   

  	
  Buffalo

  	
   

  	
  New
  York

  	
   

  	
  WUTV
  Xmtr Site, Land & Building

  	
   

  	
  951
  Whitehaven Road

  	
   

  	
  Erie

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTH CAROLINA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Asheville/Greenville

  	
   

  	
  North
  Carolina

  	
   

  	
  WLOS/WMYA
  Studio & Office Site

  	
   

  	
  110
  Technology Drive

  	
   

  	
  Buncombe

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OHIO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Columbus,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WSYX
  Studio and Offices

  	
   

  	
  1261
  Dublin Road

  	
   

  	
  Franklin

  
	
   

  	
  Cincinnati,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WSTR
  Studio & Office Site

  	
   

  	
  5177
  Fishwick Drive

  	
   

  	
  Hamilton

  
	
   

  	
  Dayton,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WKEF
  Studio & Tower(analog)

  	
   

  	
  1731
  Soldiers Home Road

  	
   

  	
  Montgomery

  
	
   

  	
  Dayton,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WRGT/WKEF
  Offices. WRGT Tower

  	
   

  	
  45
  Broadcast Plaza

  	
   

  	
  Montgomery

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OKLAHOMA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Oklahoma
  City, OK

  	
   

  	
  Oklahoma

  	
   

  	
  KOKH
  Studio & Office Site

  	
   

  	
  1228
  E. Wilshire Blvd.

  	
   

  	
  Oklahoma

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOUTH CAROLINA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Asheville/Greenville

  	
   

  	
  South
  Carolina

  	
   

  	
  WMYA
  Xmtr Building and Tower

  	
   

  	
  325
  Woodside Road (aka Fork Shoals)

  	
   

  	
  Greenville

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENNESSEE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nashville,
  TN

  	
   

  	
  Tennessee

  	
   

  	
  WZTV/WUXP
  Studio & Office Site

  	
   

  	
  631
  Mainstream Drive

  	
   

  	
  Davidson

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXAS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  San
  Antonio, TX

  	
   

  	
  Texas

  	
   

  	
  KABB
  Xmtr Building/tower/land

  	
   

  	
  12480
  Adkins Elmendorf Road

  	
   

  	
  Bexar

  
	
   

  	
  San
  Antonio, TX

  	
   

  	
  Texas

  	
   

  	
  KABB/KMYS
  Studio/Office Site

  	
   

  	
  4335
  N.W. Loop 410

  	
   

  	
  Bexar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WEST VIRGINIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Charleston/
  Huntington, WV

  	
   

  	
  West
  Virginia

  	
   

  	
  1
  tower, 2 xmtr bldgs

  	
   

  	
  Scott
  Depot Rd/Rte 60 St. Albans, WV

  	
   

  	
  Putnam

  
	
   

  	
  Charleston/
  Huntington, WV

  	
   

  	
  West
  Virginia

  	
   

  	
  WCHS
  Studio/Office Site

  	
   

  	
  1301
  Piedmont Road

  	
   

  	
  Kanawha

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WISCONSIN

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Madison,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WMSN
  Studio & Office Site

  	
   

  	
  7847
  Big Sky Drive

  	
   

  	
  Dane

  
	
   

  	
  Milwaukee,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WVTV
  Studio Site

  	
   

  	
  4041
  N. 35th Street

  	
   

  	
  Milwaukee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OWNED NON-ESSENTIAL REAL PROPERTY NOT BEING MORTGAGED:

  
	
   

  	
  ALABAMA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Birmingham, AL

  	
   

  	
  Alabama

  	
   

  	
  WDBB/WTTO Repeater & Tower

  	
   

  	
  13915 Goodwater Road

  	
   

  	
  Jefferson

  
	
   

  	
   

  	
   

  	
  Alabama

  	
   

  	
  WEAR Xmtr Site

  	
   

  	
  2337 County Road 64

  	
   

  	
  Baldwin

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pensacola/Ft.
  Walton Beach

  	
   

  	
  Florida

  	
   

  	
  WEAR
  Microwave Relay Site

  	
   

  	
  1688
  Oak Street

  	
   

  	
  Santa Rosa

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ILLINOIS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Peoria,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WYZZ Sales Office and News Bureau

  	
   

  	
  2714 E. Lincoln Street

  	
   

  	
  Mclean

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAINE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Blackstrap Aux Xmtr/Tower

  	
   

  	
  325 Blackstrap Road

  	
   

  	
  Cumberland

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  WGME Property - Land Only

  	
   

  	
  125 Stagecoach Road

  	
   

  	
  Cumberland

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  WGME Property - Land Only

  	
   

  	
  125A Stagecoach Road

  	
   

  	
  Cumberland

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENNESSEE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nashville,
  TN

  	
   

  	
  Tennessee

  	
   

  	
  3820 Our Building & Tower (Vacant)

  	
   

  	
  3820 Trail Hollow Lane

  	
   

  	
  Davidson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VIRGINIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Richmond,
  VA

  	
   

  	
  Virginia

  	
   

  	
  WRLH Xmtr Site

  	
   

  	
  15701 Midlothian Turnpike

  	
   

  	
  Chesterfield

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WEST
  VIRGINIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Charleston/ Huntington, WV

  	
   

  	
  West Virginia

  	
   

  	
  WVAH Old Tower Site - Land Only

  	
   

  	
  Poplar Fork Road, So of Scott Depot, WV

  	
   

  	
  Putnam

  



 

















 


Schedule 4.18(b)


 


C.            Leased Real Property


 


LEASED ESSENTIAL REAL PROPERTY TO
BE MORTGAGED:


 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALABAMA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Birmingham

  	
   

  	
  Alabama

  	
   

  	
  WABM
  DT Site (ATC)

  	
   

  	
  2021
  Goldencrest Drive

  	
   

  	
  Jefferson

  	
   

  	
  Leased

  
	
   

  	
  Birmingham

  	
   

  	
  Alabama

  	
   

  	
  WTTO
  DT Site (ATC)

  	
   

  	
  2021
  Goldencrest Drive

  	
   

  	
  Jefferson

  	
   

  	
  Leased

  
	
   

  	
  Robertsdale

  	
   

  	
  Alabama

  	
   

  	
  WEAR
  Digital Xmtr (ATC)

  	
   

  	
  26781
  Ard Road

  	
   

  	
  Baldwin

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ILLINOIS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Champaign/Springfield,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WICD
  Studio & Office

  	
   

  	
  250
  S. Country Fair

  	
   

  	
  Champaign

  	
   

  	
  Leased

  
	
  *

  	
  Peoria,
  IL

  	
   

  	
  Illinois

  	
   

  	
  WYZZ
  Tower and Xmtr

  	
   

  	
  1863
  County Rd 400 N, Congerville

  	
   

  	
  Woodford

  	
   

  	
  Own
  Building and Tower/Lease Property

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IOWA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Des
  Moines, IA

  	
   

  	
  Iowa

  	
   

  	
  KDSM
  Tower & Xmtr land (ATC)

  	
   

  	
  14732
  Northwest 2nd St

  	
   

  	
  Polk

  	
   

  	
  Leased

  
	
   

  	
  Cedar
  Rapids

  	
   

  	
  Iowa

  	
   

  	
  DTV
  Xmtr Bldg - KCRG/IPTV

  	
   

  	
  2113
  330th Street

  	
   

  	
  Linn

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KENTUCKY

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  Lexington,
  KY

  	
   

  	
  Kentucky

  	
   

  	
  WDKY
  DTV Building Site

  	
   

  	
  4280
  Simpson Lane

  	
   

  	
  Madison

  	
   

  	
  Own
  Bldg/Land Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lexington,
  KY

  	
   

  	
  Kentucky

  	
   

  	
  WDKY
  Studio & Office Site

  	
   

  	
  836
  Euclid Avenue

  	
   

  	
  Fayette

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARYLAND

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Baltimore

  	
   

  	
  Maryland

  	
   

  	
  WBFF
  Studio/Co Offices & 3rd floor

  	
   

  	
  2000-2008
  W. 41st St.

  	
   

  	
  Baltimore
  City

  	
   

  	
  Leased
  Bldg

  
	
   

  	
  Baltimore

  	
   

  	
  Maryland

  	
   

  	
  WBFF
  Studio/Co Offices & 3rd floor

  	
   

  	
  2000-2008
  W. 41st St.

  	
   

  	
  Baltimore
  City

  	
   

  	
  Leased
  Bldg

  
	
   

  	
  Baltimore

  	
   

  	
  Maryland

  	
   

  	
  Space
  on Main WBFF Tower for Antenna

  	
   

  	
  3900
  Hooper Avenue

  	
   

  	
  Baltimore
  City

  	
   

  	
  Leased

  
	
   

  	
  Cockeysville

  	
   

  	
  Maryland

  	
   

  	
  Executive
  Office

  	
   

  	
  10706
  Beaver Dam Road

  	
   

  	
  Baltimore

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MICHIGAN

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  Flint,
  MI

  	
   

  	
  Michigan

  	
   

  	
  WSMH
  Digital Tower Site/Bldg

  	
   

  	
  13520
  Amman Road

  	
   

  	
  Saginaw

  	
   

  	
  Own
  Bldg/Land Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MINNESOTA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minneapolis,
  MN

  	
   

  	
  Minnesota

  	
   

  	
  WUCW-TV
  Studio & Office Site

  	
   

  	
  1640
  Como Avenue

  	
   

  	
  Ramsey

  	
   

  	
  Leased

  
	
   

  	
  Minneapolis,
  MN

  	
   

  	
  Minnesota

  	
   

  	
  WUCW-TV
  Xmtr & Twin Towers

  	
   

  	
  960
  West Cty. Rd. F Telefarm

  	
   

  	
  Ramsey

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEVADA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  Las
  Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  KVMYdigital
  xmtr/KVCW digital xmtr.

  	
   

  	
  Mountain
  Tower Rd (fka 9 Black Mtn)

  	
   

  	
  Clark

  	
   

  	
  Own
  Building/ Lease Tower (ATC)

  
	
   

  	
  Las
  Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  KVMY/KVCW
  - Traffic, Sales, Admin.

  	
   

  	
  3830
  S. Jones Blvd.

  	
   

  	
  Clark

  	
   

  	
  Leased

  



 
















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Las
  Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  KVMY/KVCW
  Studio

  	
   

  	
  3840
  S. Jones Blvd.

  	
   

  	
  Clark

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW YORK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  Buffalo

  	
   

  	
  New
  York

  	
   

  	
  WUTV
  Xmtr Land & Bldg

  	
   

  	
  2034
  Folsomdale Road aka Bennington

  	
   

  	
  Wyoming

  	
   

  	
  Own
  Bldg/Land Leased

  
	
  *

  	
  Syracuse,
  NY

  	
   

  	
  New
  York

  	
   

  	
  WSYT/WNYS
  Xmtr Site

  	
   

  	
  2250
  Barker Road

  	
   

  	
  Orange

  	
   

  	
  Own
  Bldg/Land Leased

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New
  York

  	
   

  	
  WUHF
  Digital Xmtr Site

  	
   

  	
  1157
  Highland - Pinnacle Hill (ATC)

  	
   

  	
  Monroe

  	
   

  	
  Leased

  
	
   

  	
  Buffalo

  	
   

  	
  New
  York

  	
   

  	
  WUTV &
  WNYO Studio & Office

  	
   

  	
  699
  Hertel Avenue

  	
   

  	
  Erie

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTH CAROLINA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Raleigh,
  NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WRDC/WLFL
  Studio Site

  	
   

  	
  3012
  Highwoods Blvd. Suite 101

  	
   

  	
  Wake

  	
   

  	
  Leased
  (Joint Ownership-Curtis Media Group)

  
	
   

  	
  Raleigh,
  NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WRDC
  Capitol Broadcast Tower Lease

  	
   

  	
  3201
  Transmitter Road

  	
   

  	
  Wake

  	
   

  	
  Leased

  
	
   

  	
  Raleigh,
  NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WRDC
  Auburn Tower Lease

  	
   

  	
  5033
  TV Tower Road

  	
   

  	
  Wake

  	
   

  	
  Leased

  
	
  *

  	
  Asheville/Greenville

  	
   

  	
  North
  Carolina

  	
   

  	
  WLOS
  Xmtr tower, bldg, land

  	
   

  	
  1888
  Pisgah Mountain Rd.

  	
   

  	
  Haywood

  	
   

  	
  Own
  Bldg/Land Leased

  
	
   

  	
  Winston-Salem &
  Greensboro, NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WXLV/WUPN
  Studio & Office Site

  	
   

  	
  3500
  Myer Lee Drive

  	
   

  	
  Forsyth

  	
   

  	
  Leased
  Bldg

  
	
   

  	
  Winston-Salem &
  Greensboro, NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WXLV/WUPN
  Digital & Analog Site (ATC)

  	
   

  	
  7493
  Walker Mill Road, Level Cross

  	
   

  	
  Randolph

  	
   

  	
  Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Raleigh,
  NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WLFL
  Capitol Broadcast Tower Lease

  	
   

  	
  3201
  Transmitter Road

  	
   

  	
  Wake

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OHIO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Columbus,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WSYX/WTTE
  Xmtr Building and Tower

  	
   

  	
  950
  Stimmel Road

  	
   

  	
  Franklin

  	
   

  	
  Leased

  
	
  *

  	
  Cincinnati,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WSTR
  Tower/Trans & Land

  	
   

  	
  6015
  Winton Road

  	
   

  	
  Hamilton

  	
   

  	
  Owned
  Bldg/lease land

  
	
   

  	
  Dayton,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WKEF
  Tower (ATC)

  	
   

  	
  Gettysburg
  Avenue

  	
   

  	
  Montgomery

  	
   

  	
  Leased

  
	
   

  	
  Dayton,
  OH

  	
   

  	
  Ohio

  	
   

  	
  WRGT
  Tower (ATC)

  	
   

  	
  Gettysburg
  Avenue

  	
   

  	
  Montgomery

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PENNSYLVANIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pittsburgh,
  PA

  	
   

  	
  Pennsylvania

  	
   

  	
  WPGH/WPMY
  Studio

  	
   

  	
  750
  Ivory Avenue

  	
   

  	
  Alleghany

  	
   

  	
  Leased

  
	
   

  	
  Pittsburgh,
  PA

  	
   

  	
  Pennsylvania

  	
   

  	
  WPGH/WPMY
  Tower, Xmtr Bldg

  	
   

  	
  750
  Ivory Avenue

  	
   

  	
  Alleghany

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOUTH CAROLINA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Asheville/Greenville

  	
   

  	
  South
  Carolina

  	
   

  	
  WMYA
  Office Site — Greenville SC

  	
   

  	
  124
  Verdae Drive, Suite 203

  	
   

  	
  Greenville

  	
   

  	
  Leased

  
	
  *

  	
  Charleston,
  SC

  	
   

  	
  South
  Carolina

  	
   

  	
  WTAT
  Tower/Xmtr Site

  	
   

  	
  5404
  Seewee Road

  	
   

  	
  Charleston

  	
   

  	
  Own
  bldg/lease tower & land

  
	
   

  	
  Charleston,
  SC

  	
   

  	
  South
  Carolina

  	
   

  	
  WTAT
  Studio & Office Site

  	
   

  	
  4301
  Arco Lane

  	
   

  	
  Charleston

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENNESSEE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nashville,
  TN

  	
   

  	
  Tennessee

  	
   

  	
  WZTV-DT
  (ATC)

  	
   

  	
  3814
  A & B Trail Hollow Lane (ATC)

  	
   

  	
  Davidson

  	
   

  	
  Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nashville,
  TN

  	
   

  	
  Tennessee

  	
   

  	
  WNAB-DT
  (ATC)

  	
   

  	
  3814
  A & B Trail Hollow Lane (ATC)

  	
   

  	
  Davidson

  	
   

  	
  Leased

  
	
   

  	
  Nashville,
  TN

  	
   

  	
  Tennessee

  	
   

  	
  WUXP-DT
  (ATC)

  	
   

  	
  3814
  A & B Trail Hollow Lane (ATC)

  	
   

  	
  Davidson

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXAS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  San
  Antonio, TX

  	
   

  	
  Texas

  	
   

  	
  Tower &
  1 building/ 1 temporary trailer

  	
   

  	
  2
  Miles East Hwy. 1283 & 37 (FM Road)

  	
   

  	
  Bandera

  	
   

  	
  Own
  Bldg/Land Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VIRGINIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Richmond,
  VA

  	
   

  	
  Virginia

  	
   

  	
  WRLH
  Studio/Offices

  	
   

  	
  1921 &
  1925 Westmoreland

  	
   

  	
  Henrico

  	
   

  	
  Leased
  Bldg

  
	
   

  	
  Richmond,
  VA

  	
   

  	
  Virginia

  	
   

  	
  WRLH
  DTV Xmtr

  	
   

  	
  5
  Sesame St.

  	
   

  	
  Chesterfield

  	
   

  	
  Leased

  
	
   

  	
  Norfolk,
  VA

  	
   

  	
  Virginia

  	
   

  	
  WTVZ
  Studio Site

  	
   

  	
  900
  Granby Street

  	
   

  	
  Norfolk
  City

  	
   

  	
  Leased

  
	
   

  	
  Norfolk,
  VA

  	
   

  	
  Virginia

  	
   

  	
  WTVZ-Xmtr
  (lease portion of bldg)(ATC)

  	
   

  	
  3702D
  Nansemond Pkwy.

  	
   

  	
  Suffolk
  City

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WISCONSIN

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Madison,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WMSN
  Xmtr Site - DTV

  	
   

  	
  8633
  Mineral Point Road Suite 200

  	
   

  	
  Dane

  	
   

  	
  Leased

  
	
   

  	
  Milwaukee,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WCGV
  DTV Xmtr (ATC)

  	
   

  	
  4350
  N. Humbolt Street

  	
   

  	
  Milwaukee

  	
   

  	
  Leased

  
	
   

  	
  Milwaukee,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WVTV
  DTV Xmtr (ATC)

  	
   

  	
  4350
  N. Humbolt Street

  	
   

  	
  Milwaukee

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GEORGIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Metcalf,
  GA

  	
   

  	
  Georgia

  	
   

  	
  WTWC
  Spectrasite Digital Tower Lease

  	
   

  	
  759
  Friendship Church Rd.

  	
   

  	
  Thomas

  	
   

  	
  Leased

  



 

















 


 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  
	
  LEASED NON-ESSENTIAL REAL PROPERTY NOT BEING MORTGAGED:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALABAMA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Birmingham, AL

  	
   

  	
  Alabama

  	
   

  	
  WTTO Office

  	
   

  	
  651 Beacon Parkway

  	
   

  	
  Jefferson

  	
   

  	
  Leased

  
	
   

  	
  Mobile,
  AL

  	
   

  	
  Alabama

  	
   

  	
  News office

  	
   

  	
  169 Dauphin Street, Suite 320

  	
   

  	
  Mobile

  	
   

  	
  Leased

  
	
   

  	
  Foley,
  AL

  	
   

  	
  Alabama

  	
   

  	
  News office

  	
   

  	
  1805 N. McKenzie Street

  	
   

  	
  Baldwin

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FLORIDA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pensacola/Ft.
  Walton, FL

  	
   

  	
  Florida

  	
   

  	
  Rooftop
  Lease only

  	
   

  	
  So Harbor Condos Pensacola Beach Blvd.

  	
   

  	
  Escambia

  	
   

  	
  Leased Rooftop

  
	
   

  	
  Pensacola/Ft.
  Walton, FL

  	
   

  	
  Florida

  	
   

  	
  Rooftop
  Lease only

  	
   

  	
  Grande Hotel 200 East Gregory Street

  	
   

  	
  Escambia

  	
   

  	
  Leased Rooftop

  
	
   

  	
  Pensacola

  	
   

  	
  Florida

  	
   

  	
  WFGX Studio/Office

  	
   

  	
  105-B Beach Avenue

  	
   

  	
  Okaloosa

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ILLINOIS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Champaign/ Springfield, IL

  	
   

  	
   

  	
   

  	
  WICD Danville News Bureau

  	
   

  	
  1501 N. Washington Ave

  	
   

  	
  Vermillion

  	
   

  	
  Leased

  
	
   

  	
  Peoria, IL

  	
   

  	
  Illinois

  	
   

  	
  WMBD Studio(Nexstar)

  	
   

  	
  3131 N. University

  	
   

  	
  Woodford

  	
   

  	
  WMBD Studio(Nexstar)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  IOWA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  Cedar Rapids, IA

  	
   

  	
  Iowa

  	
   

  	
  Iowa City Repeater & Land

  	
   

  	
  1837 Dubuque Road

  	
   

  	
  Linn

  	
   

  	
  Own 50% bldg/lease land

  
	
  *

  	
  Cedar Rapids, IA

  	
   

  	
  Iowa

  	
   

  	
  Washington Translator & Land

  	
   

  	
  1704 4th Ave (formerly reported as 6th St)

  	
   

  	
  Linn

  	
   

  	
  Own Bldg/Land Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAINE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Augusta News Bureau/Microwave

  	
   

  	
  76 State House Stn Burton M Cross Bldg

  	
   

  	
  Kennebec

  	
   

  	
  Leased

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  WGME Land Leased to Citadel

  	
   

  	
  North Belfast Road

  	
   

  	
  Kennebec

  	
   

  	
  Owned

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Lewiston News Bureau & Microwave

  	
   

  	
  198 Main Street

  	
   

  	
  Androscoggin

  	
   

  	
  Lease

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  ENG Mt. A Microwave

  	
   

  	
  21 Mt Agamenticus Road

  	
   

  	
  York

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  ENG Microwave Site

  	
   

  	
  GTP 23 Haskell Street

  	
   

  	
  Kennebec

  	
   

  	
  Lease

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  ENG Microwave Site

  	
   

  	
  Mt. Hope Tower Rd Sandford

  	
   

  	
  York

  	
   

  	
  Lease

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  ENG Receive Site

  	
   

  	
  Danforth Hill

  	
   

  	
  Kennebec

  	
   

  	
  Lease

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Microwave Site News Feeds

  	
   

  	
  Cumberland Cnty Civic Ctr, 1 Civic Ctr Sq.

  	
   

  	
  Cumberland

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Microwave Site/Skycam

  	
   

  	
  Mid ME Medical Ctr, 6 Chestnut Street

  	
   

  	
  Kennebec

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Microwave Site/Skycam

  	
   

  	
  2 West Old Orchard Avenue

  	
   

  	
  York

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  Microwave Site/Skycam

  	
   

  	
  2211 Congress St

  	
   

  	
  Cumberland

  	
   

  	
   

  
	
   

  	
  Portland,
  ME

  	
   

  	
  Maine

  	
   

  	
  ENG Lewiston - Bldg/microwave site

  	
   

  	
  95 Park Street, Lewiston

  	
   

  	
  Androscoggin

  	
   

  	
   

  



 
















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARYLAND

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Baltimore,
  MD

  	
   

  	
  Maryland

  	
   

  	
  WBFF Sports Microwave

  	
   

  	
  B&O Warehouse Bldg. (Camden)

  	
   

  	
  Baltimore City

  	
   

  	
  Leased

  
	
   

  	
  Baltimore,
  MD

  	
   

  	
  Maryland

  	
   

  	
  WBFF Sports Router Equip

  	
   

  	
  Ravens Stadium

  	
   

  	
  Baltimore City

  	
   

  	
  Leased

  
	
   

  	
  Baltimore, MD

  	
   

  	
  Maryland

  	
   

  	
  WBFF News Microwave Equip

  	
   

  	
  Light & Pratt Streets

  	
   

  	
  Baltimore City

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MISSOURI

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Cape
  Girardeau /Paducah

  	
   

  	
  Missouri

  	
   

  	
  KBSI/WDKA Sales Office, IL

  	
   

  	
  501 W. DeYoung Suite 1

  	
   

  	
  Williamson

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEVADA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Las Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  Microwave Relay #1-to Laughlin

  	
   

  	
  Cal-Nev-Ari, NV (aka Needles)

  	
   

  	
  Clark

  	
   

  	
   

  
	
   

  	
  Las Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  Microwave Relay #2

  	
   

  	
  Christmas Tree Pass, Laughlin, NV

  	
   

  	
  Clark

  	
   

  	
  Leased

  
	
   

  	
  Las Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  Microwave Relay #1 To Mesquite NV/St George UT

  	
   

  	
  Moapa Valley, NV

  	
   

  	
  Clark

  	
   

  	
  Leased

  
	
   

  	
  Las Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  Translator CH 51

  	
   

  	
  Mt. Potosi, Pahrump, NV

  	
   

  	
  Clark

  	
   

  	
  Leased

  
	
   

  	
  Las Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  Microwave Relay #2 To Mesquite NV/St George UT

  	
   

  	
  West Mountain

  	
   

  	
  Clark

  	
   

  	
   

  
	
   

  	
  Las
  Vegas, NV

  	
   

  	
  Nevada

  	
   

  	
  KVCW Analog Transmier Site

  	
   

  	
  7-A Black Mountain RD Arden Site

  	
   

  	
  Clark

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NEW YORK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New York

  	
   

  	
  WUHF-TV (analog) Xmtr Building

  	
   

  	
  Pinnacle Hill (Analog)

  	
   

  	
  Monroe

  	
   

  	
  Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New York

  	
   

  	
  ENG Receive Site

  	
   

  	
  Roof of First Federal Bldg.

  	
   

  	
  Monroe

  	
   

  	
  Leased Rooftop

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New York

  	
   

  	
  WUHF Analog Tower (WXXI)

  	
   

  	
  1156 Highland - Pinnacle Hill

  	
   

  	
  Monroe

  	
   

  	
  Leased

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New York

  	
   

  	
  Nexstar
  (JSA Office)

  	
   

  	
  201 Humboldt St.

  	
   

  	
  Monroe

  	
   

  	
  Leased

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New York

  	
   

  	
  Old Studio/Office-Vacant

  	
   

  	
  350 East Avenue

  	
   

  	
  Monroe

  	
   

  	
  Leased Bldg

  
	
   

  	
  Rochester,
  NY

  	
   

  	
  New York

  	
   

  	
  Old Studio/Office-Vacant

  	
   

  	
  360 East Avenue

  	
   

  	
  Monroe

  	
   

  	
  Leased Bldg

  
	
   

  	
  Syracuse, NY

  	
   

  	
  New York

  	
   

  	
  WSYT Ithaca Translator Site

  	
   

  	
  815 S. Aurora Street

  	
   

  	
  Tompkins

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NORTH
  CAROLINA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Spindale, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Isothermal News Bureau

  	
   

  	
  Spindale, NC (was Forest City, NC)

  	
   

  	
  Rutherford

  	
   

  	
  Leased

  
	
  *

  	
  Winston-Salem &
  Greensboro

  	
   

  	
  North Carolina

  	
   

  	
  WXLV Xmtr Site Bldg/Land

  	
   

  	
  2441 Sauratown Mountain Road

  	
   

  	
  Stokes

  	
   

  	
  Own Bldg/Land Leased

  
	
   

  	
  Hot Springs, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Hot Springs

  	
   

  	
  Hot Springs, NC

  	
   

  	
  Madison

  	
   

  	
  Leased

  
	
   

  	
  Swannanoa, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Oteen / Swannanoa

  	
   

  	
  Swannanoa, NC

  	
   

  	
  Buncombe

  	
   

  	
  Leased

  
	
   

  	
  Andrews, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Andrews / Robinson

  	
   

  	
  Andrews, NC

  	
   

  	
  Cherokee

  	
   

  	
  Leased

  
	
   

  	
  Black Mt., NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Black Mountain

  	
   

  	
  Black Mt., NC

  	
   

  	
  Buncombe

  	
   

  	
  Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Bryson City, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Bryson City

  	
   

  	
  Bryson City, NC

  	
   

  	
  Swain

  	
   

  	
  Leased

  
	
   

  	
  Burnsville, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Burnsville

  	
   

  	
  Burnsville, NC

  	
   

  	
  Yancey

  	
   

  	
  Leased

  
	
   

  	
  Cherokee, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Cherokee

  	
   

  	
  Cherokee, NC

  	
   

  	
  Swain

  	
   

  	
  Leased

  
	
   

  	
  Franklin, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Franklin

  	
   

  	
  Franklin, NC

  	
   

  	
  Macon

  	
   

  	
  Leased

  
	
   

  	
  Lake Lure, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Lake Lure

  	
   

  	
  Lake Lure, NC

  	
   

  	
  Rutherford

  	
   

  	
  Leased

  
	
   

  	
  Maggie Valley, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Maggie Valley

  	
   

  	
  Maggie Valley, NC

  	
   

  	
  Haywood

  	
   

  	
  Leased

  
	
   

  	
  Marion, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Marion

  	
   

  	
  Marion, NC

  	
   

  	
  McDowell

  	
   

  	
  Leased

  
	
   

  	
  Sapphire Valley, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Sapphire Valley

  	
   

  	
  Sapphire Valley, NC

  	
   

  	
  Transylvania

  	
   

  	
  Leased

  
	
   

  	
  Spruce Pine, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Spruce Pine

  	
   

  	
  Spruce Pine, NC

  	
   

  	
  Mitchell

  	
   

  	
  Leased

  
	
   

  	
  Tryon, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Tryon

  	
   

  	
  Tryon, NC

  	
   

  	
  Polk

  	
   

  	
  Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Waynesville, NC

  	
   

  	
  North Carolina

  	
   

  	
  WLOS Translator Lease – Waynesville

  	
   

  	
  Waynesville, NC

  	
   

  	
  Haywood

  	
   

  	
  Leased

  
	
   

  	
  Winston-Salem &
  Greensboro, NC

  	
   

  	
  North
  Carolina

  	
   

  	
  WXLV/WUPN
  Sales Offices

  	
   

  	
  3477
  Myer Lee Drive

  	
   

  	
  Forsyth

  	
   

  	
  Leased
  Bldg

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OHIO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Columbus, OH

  	
   

  	
  Ohio

  	
   

  	
  Xmtr & ENG Receive Site (Lease)

  	
   

  	
  6680 State Route 3 (Westerville)

  	
   

  	
  Franklin

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OKLAHOMA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Oklahoma City, OK

  	
   

  	
  Oklahoma

  	
   

  	
  Leased Rooftop Atop Uhaul Building

  	
   

  	
   

  	
   

  	
  Oklahoma

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PENNSYLVANIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Pennsylvania

  	
   

  	
  WPMY Leased Building/Tower

  	
   

  	
  800 Hawkeye Drive Ext.

  	
   

  	
  Alleghany

  	
   

  	
  Leased Tower

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOUTH
  CAROLINA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Pickens, SC

  	
   

  	
  South Carolina

  	
   

  	
  WLOS Translator Lease – Pickens

  	
   

  	
  Pickens, SC

  	
   

  	
  Pickens

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENNESSEE

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Nashville, TN

  	
   

  	
  Tennessee

  	
   

  	
  WZTV Xmtr Site

  	
   

  	
  5700 Knob Road

  	
   

  	
  Davidson

  	
   

  	
  Leased

  
	
   

  	
  Nashville, TN

  	
   

  	
  Tennessee

  	
   

  	
  Leased Rooftop only

  	
   

  	
  LC Tower, 401 Church St. Suite 2510

  	
   

  	
  Davidson

  	
   

  	
  Leased

  
	
   

  	
  Nashville,
  TN

  	
   

  	
  Tennessee

  	
   

  	
  Sales &
  Traffic Bldg

  	
   

  	
  1 Vantage Way, Suite B200

  	
   

  	
  Davidson

  	
   

  	
  Leased

  



 

















 


	
   

  	
  Location TIV 

  Entity

  	
   

  	
  State

  	
   

  	
  Description

  	
   

  	
  Street

  	
   

  	
  County

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TEXAS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  San
  Antonio, TX

  	
   

  	
  Texas

  	
   

  	
  Storage
  Facility

  	
   

  	
  6014 NW Loop

  	
   

  	
  Bexar

  	
   

  	
  Leased - storage facility

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WEST
  VIRGINIA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Huntington,
  WV

  	
   

  	
  West Virginia

  	
   

  	
  New Huntington Office

  	
   

  	
  1002 4th Avenue

  	
   

  	
  Cabell

  	
   

  	
  Leased

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WISCONSIN

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Madison,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WMSN Xmtr Site - Analog

  	
   

  	
  8559 Mineral Point Road Suite 8607

  	
   

  	
  Dane

  	
   

  	
  Leased

  
	
   

  	
  Milwaukee,
  WI

  	
   

  	
  Wisconsin

  	
   

  	
  WCGV Xmtr Land & Building

  	
   

  	
  3950 N. Holton Street

  	
   

  	
  Milwaukee

  	
   

  	
  Leased

  



 
















 


Schedule 6.10(e)


 


Excluded Holding Company
Subsidiaries


 


Acrodyne
Communications, Inc. (Delaware Corporation); 82.31% interest held by
Sinclair  Broadcast Group, Inc.


 


Sinclair
Acquisition XI, Inc. (Maryland Corporation)


 


Sinclair
Acquisition XII, Inc. (Delaware Corporation)


 


Sinclair
Acquisition XIII, Inc. (Maryland Corporation)


 


Sinclair
Acquisition XIV, Inc. (Maryland Corporation)


 


Sinclair
Acquisition XV, Inc. (Maryland Corporation)


 


Cape
Charles Capital, LLC


 


Allegiance
Capital L.P. (Maryland Limited Partnership); 96.98% interest held by Sinclair
Broadcast Group, Inc.


 


Sterling
Venture Partners, L.P. (Maryland Limited Partnership); 3.70% interest held by
Sinclair Broadcast Group, Inc.


 


Patriot
Capital II, L.P. (Maryland Limited Partnership); 33% interest held by Sinclair
Broadcast Group, Inc.


 


Sinclair
Ventures, Inc. (Maryland Corporation)


 


Acrodyne
Technical Services, LLC


 


Note:  As of the Fourth Restatement Effective Date,
the following two entities are the subsidiaries of the Holding Company which
are not Excluded Holding Company Subsidiaries:


 


Sinclair Investment Group, LLC


Keyser Capital, LLC


 

















 


Schedule 7.01(b)


 


Existing Indebtedness


 


3.                                       $300.0
million 8.0% Senior Subordinated Notes due 2012 evidenced by an Indenture dated
as of March 14, 2002, as heretofore amended, among Sinclair Television
Group, Inc. (as issuer), the Guarantors named therein (as guarantors) and
U.S. Bank (formerly Wachovia National Bank as successor to First Union National
Bank) (as trustee);  Add-on issuances of
$125.0 million dated as of November 8, 2002, $125.0 million dated as of December 31,
2002 and $100.0 million dated as of May 29, 2003, of which $224,663,000
million is outstanding.


 


4.                                       Lease
Agreement, dated April 2, 1987, as amended, between Chesapeake Television, Inc.
(as lessee) and Cunningham Communications, Inc. (as lessor), for space
located on the primary Baltimore broadcasting tower at 3900 Hooper Avenue,
Baltimore, MD, of which $4,057,040 is outstanding.


 


5.                                       Lease
Agreement, dated January 1, 1991, between Chesapeake Television, Inc.
(as lessee) and Keyser Investment Group, Inc. (as lessor), for space
located at 2000-2008 W. 41st Street, Baltimore, MD, of which
$1,491,073 is outstanding.


 


6.                                       Lease
Agreement, dated September 23, 1993, as amended, between WPGH, Inc.
(as lessee) and Gerstell Development Limited Partnership (as lessor), for
building space located at 750 Ivory Avenue, Pittsburgh, PA, of which $4,714,397
is outstanding.


 


7.                                       Lease
Agreement, dated August 12, 1999, between KMWB, Inc. (as lessee) and
Telefarm, Inc. (as lessor) for tower and land space located at 960 County
Rd F W, Shoreview, Minnesota, of which $2,352,423 is outstanding.


 


8.                                       Master Lease
Agreement, dated December 1, 2000, between Sinclair Communications, Inc.
(as lessee) and American Tower L.P. (as lessor) for tower space, of which
$21,534,317 is outstanding.


 


9.                                       Lease
Agreement, dated February 13, 2001, between Sinclair Media I, Inc.
(as lessee) and Gerstell Development Limited Partnership (as lessor), for tower
space located at 750 Ivory Avenue, Pittsburg PA.


 


10.                                 Lease
Agreement, dated, February 13, 2001, between WPTT, Inc. (as lessee)
and Gerstell Development Limited Partnership (as lessor), for tower space
located at 750 Ivory Avenue, Pittsburgh, PA, of which $1,717,843 is outstanding.


 


11.                                 Lease
Agreement, dated December 2, 1999, between WLFL, Inc. (as lessee) and
Capitol Broadcasting Company (as lessor), for tower space in Garner, NC, of
which $3,212,196 is outstanding.


 

















 


12.                                 Lease
Agreement, dated December 2, 1999, between WRDC, Inc. (as lessee) and
Capitol Broadcasting Company (as lessor), for tower space near Garner, NC, of
which $3,212,196 is outstanding.


 


13.                                 Ground Lease
Agreement, October 19, 1990, Auburn Tower Partnership, (comprised of
Capital Broadcasting Company, Inc. and Durham Broadcasting, Inc.)
Landlord, to Durham Life Broadcasting, Inc., Tenant.


 


14.                                 Tower Space
Lease Agreement, August 1, 1990, Auburn Tower Partnership, Landlord, to
Durham Life Broadcasting, Inc., Tenant, as amended January 15, 1991
and July 30, 1991 (Second Amendment to Tower Space Lease by and between
Auburn Tower Partnership and FSF TV, Inc., (assignee of Broadcast Merger
Corporation, which was the successor by merger of Durham Life Broadcasting, Inc.),
of which $1,306,062 is outstanding..


 


15.                                 Memorandum of
Assignment of Both Ground and Tower Space Leases, July 30, 1991, Broadcast
Merger Corporation to FSF TV, Inc., Wake County Register of Deeds, Book
4959, Page 0211.


 


16.                                 Assignment of
Lease, March 31, 1995, FSF TV, Inc. to Raleigh (WRDC-TV), Inc.,
Wake County Register of Deeds, Book 6497, Page 0139


 


17.                                 Lease
Agreement, dated October 30, 2001, between WTWC, Inc. (as lessee) and
SpectraSite Broadcast Towers, Inc. (as lessor), for tower space located at
coordinates Lat:30-40-51N and Long: 083-58-21W in Metcalf, GA, of which
$786,660 is outstanding.


 


18.                                 Lease
Agreement, dated November 1, 2002 between WRLH, Inc. (as lessee) and
Spectrasite Broadcast Towers, Inc. (as lessor) for tower and antenna space
in Richmond, VA, of which $834,988 is outstanding.


 


19.                                 Lease
Agreement, dated August 30, 2004 between Sinclair Properties, LLC (as
lessee) and Media General Operation, Inc. (as lessor) for tower and ground
space in Charleston County, SC, of which $4,827,329 is outstanding.


 


20.                                 Letter of
credit for the benefit of RKM Media, Inc., dated July 15, 2005 in
support of the purchase of the licensed assets for WNYS in Syracuse, New York,
of which $310,000 is outstanding.


 


21.                                 Letter of
credit for the benefit of Clipper Mill Federal, LLC, dated June 5, 2006 in
support of the building lease for G1440, LLC in Baltimore, Maryland, of which
$78,378 is outstanding.


 

















 


22.                                 Capitalized
time brokerage agreement, dated January 5, 1999 between Sinclair
Communications, Inc. (as programmer) and Bay Television, Inc. (as
owner) for the programming for WTTA-TV, of which $6,226,018 is outstanding.


 


23.                                 $2,128,358
of terminated swaps agreements.


 

















 


Schedule 7.08(c)


 


Permitted Holding Company Investments


 


·                  Patriot Capital II - $11,000,000 unfunded
commitment by Sinclair Broadcast Group, Inc. to Patriot Capital II, a
small business investment company.


·                  Obey Creek - 
$2,145,000 unfunded commitment by Sinclair Investment Group, LLC to
Caves Valley Partners in commercial real estate approved for a mixed use
project in Chapel Hill, N.C.


·                  Security Boulevard - $2,098,000 unfunded
commitment by Sinclair Investment Group, LLC to Caves Valley Partners in
commercial real estate approved for a mixed use project in Baltimore, MD.


·                  Red Run Boulevard - $1,200,000 unfunded
commitment by Sinclair Investment Group, LLC to Caves Valley Partners in
commercial real estate approved for a mixed use project in Owings Mills, MD.


·                  Bay Creek South, LLC - $1,000,000 unfunded
commitment by Keyser Capital, LLC in residential real estate in Cape Charles,
VA.


·                  Sterling Ventures - $768,000 unfunded
commitment by Sinclair Broadcast Group, Inc. in a venture capital limited
partnership.


·                  Light Street (Cross Street) - $634,000
unfunded commitment by Sinclair Investment Group, LLC to Caves Valley Partners
in multi-family residential real estate in Baltimore, MD.


·                  Annapolis Neck Road - $356,000 unfunded
commitment by Sinclair Investment Group, LLC to Caves Valley Partners in
residential real estate in Annapolis, MD.


·                  Northeast Commons - $129,000 unfunded
commitment by Sinclair Investment Group, LLC to Caves Valley Partners in real
estate approved for mixed use development in North East, Cecil County, MD.


·                  Bestgate - $65,000 unfunded commitment by
Sinclair Investment Group, LLC to Caves Valley Partners in real estate approved
for a commercial site to house a single tenant medical office in Annapolis, MD.


·                  Churchman’s Creek  - $16,000 unfunded commitment by Sinclair
Investment Group, LLC to Caves Valley Partners in real estate in Perryman,
Harford County, MD.


·                  Miscellaneous / Other - $89,000


 


Investments
to be made when called.


 

















 


Schedule 7.10


 


Restrictive Agreements


 


1.                                       Indenture dated
as of March 14, 2002, by and among Sinclair Television Group, Inc.
(as issuer), Sinclair Broadcast Group, Inc. and certain of its
subsidiaries as guarantors and U.S. Bank National Association (as successor to
Wachovia Bank, National Association, as successor to First Union National Bank)
(as trustee) relating to 8% Senior Subordinated Notes due 2012.


 


2.                                       Indenture dated
as of October 29, 2009 by and among Sinclair Television Group, Inc.
(as issuer), Sinclair Broadcast Group, Inc. and certain of its
subsidiaries as guarantors and U.S. Bank National Association (as trustee)
relating to 9.25% Senior Secured Second Lien Notes Due 2017.