Exhibit 10.46
  
 EXECUTION COPY
   
 


THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


 


dated as of


 


 


December 21, 2006


 


 


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


and


DEUTSCHE BANK TRUST COMPANY AMERICAS


as Syndication Agents


 


 


BNP PARIBAS


and


THE ROYAL BANK OF SCOTLAND PLC


as Documentation Agents


 



   
 















 


TABLE OF CONTENTS


 


	
  

  	
   

  	
  Page

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
   

  	
   

  	
   

  	
  Defined Terms

  	
   

  	
  1

  
	
  SECTION 1.02.

  	
   

  	
   

  	
   

  	
  Classification of Loans and Borrowings

  	
   

  	
  29

  
	
  SECTION 1.03.

  	
   

  	
   

  	
   

  	
  Call Letters for Stations

  	
   

  	
  29

  
	
  SECTION 1.04.

  	
   

  	
   

  	
   

  	
  Terms Generally

  	
   

  	
  29

  
	
  SECTION 1.05.

  	
   

  	
   

  	
   

  	
  Accounting Terms; GAAP

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II THE CREDITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
   

  	
   

  	
   

  	
  The Credits

  	
   

  	
  31

  
	
  SECTION 2.02.

  	
   

  	
   

  	
   

  	
  Loans and Borrowings

  	
   

  	
  35

  
	
  SECTION 2.03.

  	
   

  	
   

  	
   

  	
  Requests for Borrowings

  	
   

  	
  35

  
	
  SECTION 2.04.

  	
   

  	
   

  	
   

  	
  Letters of Credit

  	
   

  	
  36

  
	
  SECTION 2.05.

  	
   

  	
   

  	
   

  	
  Funding of Borrowings

  	
   

  	
  40

  
	
  SECTION 2.06.

  	
   

  	
   

  	
   

  	
  Interest Elections

  	
   

  	
  41

  
	
  SECTION 2.07.

  	
   

  	
   

  	
   

  	
  Termination and Reduction of the Commitments

  	
   

  	
  43

  
	
  SECTION 2.08.

  	
   

  	
   

  	
   

  	
  Repayment of Loans; Evidence of Debt

  	
   

  	
  44

  
	
  SECTION 2.09.

  	
   

  	
   

  	
   

  	
  Prepayment of Loans

  	
   

  	
  47

  
	
  SECTION 2.10.

  	
   

  	
   

  	
   

  	
  Fees

  	
   

  	
  48

  
	
  SECTION 2.11.

  	
   

  	
   

  	
   

  	
  Interest

  	
   

  	
  49

  
	
  SECTION 2.12.

  	
   

  	
   

  	
   

  	
  Alternate Rate of Interest

  	
   

  	
  50

  
	
  SECTION 2.13.

  	
   

  	
   

  	
   

  	
  Increased Costs

  	
   

  	
  51

  
	
  SECTION 2.14.

  	
   

  	
   

  	
   

  	
  Break Funding Payments

  	
   

  	
  52

  
	
  SECTION 2.15.

  	
   

  	
   

  	
   

  	
  Taxes

  	
   

  	
  52

  
	
  SECTION 2.16.

  	
   

  	
   

  	
   

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

  	
   

  	
  53

  
	
  SECTION 2.17.

  	
   

  	
   

  	
   

  	
  Mitigation Obligations; Replacement of Lenders

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III GUARANTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
   

  	
   

  	
   

  	
  The Guarantee

  	
   

  	
  56

  
	
  SECTION 3.02.

  	
   

  	
   

  	
   

  	
  Obligations Unconditional

  	
   

  	
  57

  
	
  SECTION 3.03.

  	
   

  	
   

  	
   

  	
  Reinstatement

  	
   

  	
  57

  
	
  SECTION 3.04.

  	
   

  	
   

  	
   

  	
  Subrogation

  	
   

  	
  58

  
	
  SECTION 3.05.

  	
   

  	
   

  	
   

  	
  Remedies

  	
   

  	
  58

  
	
  SECTION 3.06.

  	
   

  	
   

  	
   

  	
  Instrument for the Payment of Money

  	
   

  	
  58

  
	
  SECTION 3.07.

  	
   

  	
   

  	
   

  	
  Continuing Guarantee

  	
   

  	
  58

  
	
  SECTION 3.08.

  	
   

  	
   

  	
   

  	
  Rights of Contribution

  	
   

  	
  58

  
	
  SECTION 3.09.

  	
   

  	
   

  	
   

  	
  General Limitation on Guarantee Obligations

  	
   

  	
  59

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV REPRESENTATIONS AND WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
   

  	
   

  	
   

  	
  Organization; Powers

  	
   

  	
  59

  
								




 i
 









 


	
  SECTION 4.02.

  	
   

  	
   

  	
   

  	
  Authorization; Enforceability

  	
   

  	
  60

  
	
  SECTION 4.03.

  	
   

  	
   

  	
   

  	
  Governmental Approvals; No Conflicts

  	
   

  	
  60

  
	
  SECTION 4.04.

  	
   

  	
   

  	
   

  	
  Financial Condition; Material Adverse Change

  	
   

  	
  60

  
	
  SECTION 4.05.

  	
   

  	
   

  	
   

  	
  Properties

  	
   

  	
  61

  
	
  SECTION 4.06.

  	
   

  	
   

  	
   

  	
  Litigation and Environmental Matters

  	
   

  	
  61

  
	
  SECTION 4.07.

  	
   

  	
   

  	
   

  	
  Compliance with Laws and Agreements

  	
   

  	
  62

  
	
  SECTION 4.08.

  	
   

  	
   

  	
   

  	
  Investment Company Status

  	
   

  	
  62

  
	
  SECTION 4.09.

  	
   

  	
   

  	
   

  	
  Taxes

  	
   

  	
  62

  
	
  SECTION 4.10.

  	
   

  	
   

  	
   

  	
  ERISA

  	
   

  	
  62

  
	
  SECTION 4.11.

  	
   

  	
   

  	
   

  	
  Disclosure

  	
   

  	
  62

  
	
  SECTION 4.12.

  	
   

  	
   

  	
   

  	
  Use of Credit

  	
   

  	
  63

  
	
  SECTION 4.13.

  	
   

  	
   

  	
   

  	
  Indebtedness and Liens

  	
   

  	
  63

  
	
  SECTION 4.14.

  	
   

  	
   

  	
   

  	
  Subsidiaries and Investments

  	
   

  	
  63

  
	
  SECTION 4.15.

  	
   

  	
   

  	
   

  	
  Broadcast Licenses

  	
   

  	
  64

  
	
  SECTION 4.16.

  	
   

  	
   

  	
   

  	
  Solvency

  	
   

  	
  64

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V CONDITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
   

  	
   

  	
   

  	
  Amendment and Restatement Effective Date

  	
   

  	
  65

  
	
  SECTION 5.02.

  	
   

  	
   

  	
   

  	
  Each Credit Event

  	
   

  	
  66

  
	
  SECTION 5.03.

  	
   

  	
   

  	
   

  	
  Each Incremental Loan

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI AFFIRMATIVE COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
   

  	
   

  	
   

  	
  Financial Statements and Other Information

  	
   

  	
  68

  
	
  SECTION 6.02.

  	
   

  	
   

  	
   

  	
  Notices of Material Events

  	
   

  	
  70

  
	
  SECTION 6.03.

  	
   

  	
   

  	
   

  	
  Existence; Conduct of Business

  	
   

  	
  70

  
	
  SECTION 6.04.

  	
   

  	
   

  	
   

  	
  Payment of Obligations

  	
   

  	
  71

  
	
  SECTION 6.05.

  	
   

  	
   

  	
   

  	
  Maintenance of Properties; Insurance

  	
   

  	
  71

  
	
  SECTION 6.06.

  	
   

  	
   

  	
   

  	
  Books and Records; Inspection Rights

  	
   

  	
  71

  
	
  SECTION 6.07.

  	
   

  	
   

  	
   

  	
  Compliance with Laws and Contractual Obligations

  	
   

  	
  71

  
	
  SECTION 6.08.

  	
   

  	
   

  	
   

  	
  Use of Proceeds and Letters of Credit

  	
   

  	
  72

  
	
  SECTION 6.09.

  	
   

  	
   

  	
   

  	
  Certain Obligations Respecting Subsidiaries;
  Intermediate Holding Company

  	
   

  	
  72

  
	
  SECTION 6.10.

  	
   

  	
   

  	
   

  	
  Designated SBG Subsidiaries

  	
   

  	
  74

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII NEGATIVE COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
   

  	
   

  	
   

  	
  Indebtedness

  	
   

  	
  76

  
	
  SECTION 7.02.

  	
   

  	
   

  	
   

  	
  Liens

  	
   

  	
  77

  
	
  SECTION 7.03.

  	
   

  	
   

  	
   

  	
  Mergers, Consolidations, Etc.

  	
   

  	
  79

  
	
  SECTION 7.04.

  	
   

  	
   

  	
   

  	
  Acquisitions

  	
   

  	
  80

  
	
  SECTION 7.05.

  	
   

  	
   

  	
   

  	
  Dispositions

  	
   

  	
  81

  
	
  SECTION 7.06.

  	
   

  	
   

  	
   

  	
  Lines of Business

  	
   

  	
  83

  
	
  SECTION 7.07.

  	
   

  	
   

  	
   

  	
  Investments

  	
   

  	
  83

  
	
  SECTION 7.08.

  	
   

  	
   

  	
   

  	
  Restricted Payments

  	
   

  	
  84

  
	
  SECTION 7.09.

  	
   

  	
   

  	
   

  	
  Transactions with Affiliates

  	
   

  	
  85

  
	
  SECTION 7.10.

  	
   

  	
   

  	
   

  	
  Restrictive Agreements

  	
   

  	
  85

  




 ii
 









 


	
  SECTION 7.11.

  	
   

  	
   

  	
   

  	
  Certain Financial Covenants

  	
   

  	
  86

  
	
  SECTION 7.12.

  	
   

  	
   

  	
   

  	
  Certain Other Indebtedness

  	
   

  	
  86

  
	
  SECTION 7.13.

  	
   

  	
   

  	
   

  	
  Modifications of Certain Documents

  	
   

  	
  86

  
	
  SECTION 7.14.

  	
   

  	
   

  	
   

  	
  License Subsidiaries

  	
   

  	
  87

  
	
  SECTION 7.15.

  	
   

  	
   

  	
   

  	
  Program Services Agreements and Outsourcing
  Agreements

  	
   

  	
  88

  
	
  SECTION 7.16.

  	
   

  	
   

  	
   

  	
  Limitation on Cure Rights

  	
   

  	
  89

  
	
  SECTION 7.17.

  	
   

  	
   

  	
   

  	
  Sale and Leaseback Transactions

  	
   

  	
  89

  
	
  SECTION 7.18.

  	
   

  	
   

  	
   

  	
  Covenants Applicable to Holding Company

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII EVENTS OF DEFAULT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX THE ADMINISTRATIVE AGENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.01.

  	
   

  	
   

  	
   

  	
  Notices

  	
   

  	
  96

  
	
  SECTION 10.02.

  	
   

  	
   

  	
   

  	
  Waivers; Amendments

  	
   

  	
  98

  
	
  SECTION 10.03.

  	
   

  	
   

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
   

  	
  99

  
	
  SECTION 10.04.

  	
   

  	
   

  	
   

  	
  Successors and Assigns

  	
   

  	
  100

  
	
  SECTION 10.05.

  	
   

  	
   

  	
   

  	
  Survival

  	
   

  	
  103

  
	
  SECTION 10.06.

  	
   

  	
   

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
   

  	
  103

  
	
  SECTION 10.07.

  	
   

  	
   

  	
   

  	
  Severability

  	
   

  	
  104

  
	
  SECTION 10.08.

  	
   

  	
   

  	
   

  	
  Right of Setoff

  	
   

  	
  104

  
	
  SECTION 10.09.

  	
   

  	
   

  	
   

  	
  Governing Law; Jurisdiction; Consent to Service of
  Process

  	
   

  	
  104

  
	
  SECTION 10.10.

  	
   

  	
   

  	
   

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  105

  
	
  SECTION 10.11.

  	
   

  	
   

  	
   

  	
  Headings

  	
   

  	
  105

  
	
  SECTION 10.12.

  	
   

  	
   

  	
   

  	
  Confidentiality

  	
   

  	
  105

  
	
  SECTION 10.13.

  	
   

  	
   

  	
   

  	
  Cure of Defaults by the Administrative Agent or the
  Lenders

  	
   

  	
  106

  
	
  SECTION 10.14.

  	
   

  	
   

  	
   

  	
  USA PATRIOT Act

  	
   

  	
  107

  
	
  SECTION 10.15.

  	
   

  	
   

  	
   

  	
  Effect of Amendment and Restatement

  	
   

  	
  107

  




 iii
 









 


	
  SCHEDULE 1.01(a)

  	
   

  	
  —

  	
   

  	
  Designated SBG Subsidiaries

  	
   

  	
   

  
	
  SCHEDULE 1.01(b)

  	
   

  	
  —

  	
   

  	
  Commitments

  	
   

  	
   

  
	
  SCHEDULE 1.01(c)

  	
   

  	
  —

  	
   

  	
  Existing Senior Subordinated Note Indentures

  	
   

  	
   

  
	
  SCHEDULE 1.01(d)

  	
   

  	
  —

  	
   

  	
  Unrestricted Subsidiaries

  	
   

  	
   

  
	
  SCHEDULE 1.03

  	
   

  	
  —

  	
   

  	
  Owned and Contract Stations

  	
   

  	
   

  
	
  SCHEDULE 4.01

  	
   

  	
  —

  	
   

  	
  Organization; Powers

  	
   

  	
   

  
	
  SCHEDULE 4.06(a)

  	
   

  	
  —

  	
   

  	
  Litigation

  	
   

  	
   

  
	
  SCHEDULE 4.06(b)

  	
   

  	
  —

  	
   

  	
  Environmental Matters

  	
   

  	
   

  
	
  SCHEDULE 4.13(a)

  	
   

  	
  —

  	
   

  	
  Material Indebtedness

  	
   

  	
   

  
	
  SCHEDULE 4.13(b)

  	
   

  	
  —

  	
   

  	
  Liens

  	
   

  	
   

  
	
  SCHEDULE 4.14(a)

  	
   

  	
  —

  	
   

  	
  Subsidiaries

  	
   

  	
   

  
	
  SCHEDULE 4.14(b)

  	
   

  	
  —

  	
   

  	
  Investments

  	
   

  	
   

  
	
  SCHEDULE 4.15

  	
   

  	
  —

  	
   

  	
  Broadcast Licenses

  	
   

  	
   

  
	
  SCHEDULE 7.01(b)

  	
   

  	
  —

  	
   

  	
  Existing Indebtedness

  	
   

  	
   

  
	
  SCHEDULE 7.04

  	
   

  	
  —

  	
   

  	
  Approved Acquisitions

  	
   

  	
   

  
	
  SCHEDULE 7.05

  	
   

  	
  —

  	
   

  	
  Approved Dispositions

  	
   

  	
   

  
	
  SCHEDULE 7.10

  	
   

  	
  —

  	
   

  	
  Restrictive Agreements

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  —

  	
   

  	
  Form of Security Agreement

  	
   

  	
   

  
	
  EXHIBIT B-1

  	
   

  	
  —

  	
   

  	
  Form of Borrower Subsidiary Guarantor Assumption
  Agreement

  	
   

  	
   

  
	
  EXHIBIT B-2

  	
   

  	
  —

  	
   

  	
  Form of SBG Subsidiary Guarantor Assumption
  Agreement

  	
   

  	
   

  
	
  EXHIBIT C

  	
   

  	
  —

  	
   

  	
  Form of Assignment and Assumption

  	
   

  	
   

  
	
  EXHIBIT D

  	
   

  	
  —

  	
   

  	
  Form of Consent and Agreement

  	
   

  	
   

  
	
  EXHIBIT E-1

  	
   

  	
  —

  	
   

  	
  Form of Opinion of Counsel to the Obligors

  	
   

  	
   

  
	
  EXHIBIT E-2

  	
   

  	
  —

  	
   

  	
  Form of Opinion of Special FCC Counsel to the
  Obligors

  	
   

  	
   

  
	
  EXHIBIT F

  	
   

  	
  —

  	
   

  	
  Form of Opinion of Special New York Counsel to JPMCB

  	
   

  	
   

  
	
  EXHIBIT G

  	
   

  	
  —

  	
   

  	
  Form of Lender Addendum

  	
   

  	
   

  



 



 iv















 


THIRD AMENDED AND
RESTATED CREDIT AGREEMENT dated as of December 21, 2006 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 Second Amended
and Restated Credit Agreement dated as of May 12, 2005 (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 Third 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:


“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.


“Acquisitions”
means the Approved Acquisitions and the Other Acquisitions.


“Additional
Subordinated Notes” has the meaning assigned to such term in
Section 7.01(c).


“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.


Schedule 7.10 to
Third Amended and Restated Credit Agreement













“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 greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 0.50%.  Any change in the Alternate Base Rate due to
a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.


“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
Rate” means, for any day, with respect to any ABR Revolving Loan (including
any Swing Line Loan), Eurodollar Revolving Loan, ABR Tranche A Term Loan,
Eurodollar Tranche A Term Loan, ABR Tranche A-1 Term Loan or
Eurodollar Tranche A-1 Term Loan, or with respect to the commitment
fees payable hereunder, as the case may be, the applicable rate per annum set
forth below under the caption “Revolving ABR Spread”, “Revolving Eurodollar
Spread”, “Tranche A ABR Spread”, “Tranche A Eurodollar Spread”, “Tranche A-1
ABR Spread”, “Tranche A-1 Eurodollar Spread” or “Commitment Fee Rate”,
respectively, based upon the Total Indebtedness Ratio as of the most recent
determination date; provided that, notwithstanding anything herein to
the contrary, during any period that a Post-Default Condition shall have
occurred and be continuing, the Applicable Rate with respect to any ABR
Revolving Loan, Eurodollar Revolving Loan, ABR Tranche A Term Loan,
Eurodollar 



 2
 









Tranche A
Term Loan, ABR Tranche A-1 Term Loan or Eurodollar Tranche A-1 Term
Loan, as the case may be, shall be the highest rate set forth below under the
caption “Revolving ABR Spread”, “Revolving Eurodollar Spread”, “Tranche A
ABR Spread”, “Tranche A Eurodollar Spread”, “Tranche A-1 ABR Spread”
or “Tranche A-1 Eurodollar Spread”, respectively:


	
  
 Total Indebtedness Ratio:

  	
   

  	
   

  	
   

  	
  Revolving 

  ABR

  Spread 

  (%)

  	
   

  	
  Revolving

  Eurodollar

  Spread

  (%)

  	
   

  	
  Tranche A

  ABR

  Spread

  (%)

  	
   

  	
  Tranche A

  Eurodollar

  Spread

  (%)

  	
   

  	
  Tranche A-1

  ABR 

  Spread

  (%)

  	
   

  	
  Tranche A-1

  Eurodollar 

  Spread

  (%)

  	
   

  	
  Commitment 

  Fee Rate

  (%)

  	
   

  
	
  Level I:
  

  Greater than or equal to 6.00 to 1

  	
   

  	
  0.25

  	
   

  	
  1.25

  	
   

  	
  0.25

  	
   

  	
  1.25

  	
   

  	
  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

  	
   

  	
  1.00

  	
   

  	
  0.25

  	
   

  	
  1.25

  	
   

  	
  0.375

  	
   

  
	
  Level III:
  

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

  	
   

  	
  0

  	
   

  	
  0.875

  	
   

  	
  0

  	
   

  	
  0.875

  	
   

  	
  0.25

  	
   

  	
  1.25

  	
   

  	
  0.25

  	
   

  
	
  Level IV

  Less than 5.00 to 1

  	
   

  	
  0

  	
   

  	
  0.75

  	
   

  	
  0

  	
   

  	
  0.75

  	
   

  	
  0

  	
   

  	
  1.00

  	
   

  	
  0.25

  	
   

  



 


For purposes of
the foregoing (but subject to the proviso above), (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 Rate
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, the
Applicable Rate shall not as a consequence of this proviso be reduced for any
period during which an Event of Default shall have occurred and be
continuing.  Notwithstanding the
foregoing, the Applicable Rate with respect to any Incremental Loan and any
Incremental Loan Commitment means the rate per annum for such Incremental Loan
and Incremental Loan Commitment agreed to by the Borrower and the respective
Incremental Lender in the related Incremental Loan Amendment.  As of the Third Restatement Effective Date,
the Applicable Rate falls within Level IV.



 3
 









“Approved
Acquisitions” means the acquisitions identified in Schedule 7.04.


“Approved
Dispositions” means the dispositions identified in Schedule 7.05.


“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.


“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 Guarantor Assumption Agreement” means a Guarantee Assumption
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
Section 6.09, is required to become a “Subsidiary Guarantor” hereunder.


“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, any and all equivalent ownership interests in a Person (other than
a corporation).


“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 A Term Loans, Tranche A-1 Term Loans, Incremental
Revolving Loans or Incremental 



 5
 









Term Loans and,
when used in reference to any Commitment, refers to whether such Commitment is
a Revolving Commitment, a Tranche A-1 Term Loan Commitment, an Incremental
Revolving Commitment or an Incremental Term Loan Commitment.


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


“Collateral
Account” has the meaning assigned to such term in Section 4.01 of the
Security Agreement.


“Commitment”
means a Revolving Commitment, a Tranche A-1 Term Loan Commitment, an
Incremental Revolving Commitment or an Incremental Term Loan Commitment, or any
combination thereof (as the context requires).


“Confidential
Information Memorandum” means the Confidential Information Memorandum dated
November 2006 with respect to the syndication of the credit facilities
provided herein.


“Consent and
Agreement” means a Consent and Agreement substantially in the form of
Exhibit D.


“Contract
Station” means (a) each television or radio station identified as such
in Schedule 1.03, (b) each television or radio station that is the subject
of an acquisition referred to in clause (b) of the definition of “Other
Acquisition” in this Section consummated by the Borrower or any Subsidiary on
or after the date hereof and (c) any television or radio station with
which the Borrower or any Subsidiary has entered into any Program Services
Agreement, Outsourcing Agreement or other similar agreement on or after the date
hereof, in each case until such time, if any, as the Borrower or any Subsidiary
acquires the Broadcast License of such television or radio station and such
station becomes an Owned Station.


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


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


“Corporate
Expense” means, for any period, (a) all general and administrative
expenses of the Borrower (including all general and administrative expenses of
the Holding Company in respect of the Borrower) for such period and
(b) without duplication, Holding 



 6
 









Company Corporate
Expense but only to the extent exceeding $15,000,000 in the aggregate for any
period of twelve consecutive full calendar months.


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


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


“Debt Service”
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:  (a) all
scheduled payments of principal of Indebtedness (including the principal
component of any payments in respect of Capital Lease Obligations, but
excluding any optional or mandatory prepayments) scheduled to be made during
such period plus (b) all Interest Expense for such period plus (c) fees
and other expenses payable in connection with this Agreement for such period
(excluding such fees and expenses constituting transaction costs payable on the
Third Restatement Effective Date, but including agency fees).


“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.


“Designated SBG
Subsidiary” means (a) each Subsidiary of the Holding Company listed on
Schedule 1.01(a) and (b) each other Subsidiary of the Holding Company
that is designated as a “Designated SBG Subsidiary” after the date hereof
pursuant to Section 6.10(a), in each case so long as such Subsidiary remains a
Designated SBG Subsidiary hereunder.


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


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


“EBITDA”
means, for any period, the sum, for the Borrower and its Subsidiaries
(determined on a consolidated basis without duplication in accordance with
GAAP), of the following for such period (subject to Section 1.05(d)):  (a) net income for such period; plus (b) the
sum of, to the extent deducted in determining net income for such period,
(i) provision for taxes, (ii) depreciation and amortization
(including film amortization), (iii) Interest Expense, (iv) Permitted
Termination Payments (or to the extent the same shall be included in
determining Corporate Expense pursuant to clause (c)(ii) below for such
period), (v) Restricted Payments made by the Borrower and its Subsidiaries
as permitted by Section 7.08 (or to the extent the same shall be included
in determining Corporate Expense pursuant to clause (c)(ii) below for such
period), (vi) extraordinary losses (including non-cash losses on sales of
property outside the ordinary course of business of the Borrower and its
Subsidiaries) and (vii) all other non-cash charges (including non-cash
losses on derivative transactions); 



 7
 









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 and (vi) non-cash gains on derivative transactions; 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
Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, release or threatened release of any Hazardous Material or to
health and safety matters.


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


“Equity
Issuance” means (a) any issuance or sale by the Borrower or any of its
Subsidiaries after the Third Restatement Effective Date of (i) any Capital
Stock, (ii) any warrants or options exercisable in respect of Capital
Stock (other than any warrants or options relating to Capital Stock of the
Borrower issued to directors, officers or employees of the Borrower or any of
its Subsidiaries pursuant to employee benefit plans established in the ordinary
course of business and any Capital Stock of the Borrower issued upon the
exercise of such warrants or options) or (iii) any other security or
instrument representing an ownership interest (or the right to obtain any
ownership interest) in the Borrower or any of its Subsidiaries or (b) the
receipt by the Borrower or any of its Subsidiaries after the Third Restatement
Effective Date of any capital contribution (whether or not evidenced by any
equity security issued by the recipient of such contribution); provided
that Equity Issuance shall not include (x) any such issuance or sale by
any Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary
of the Borrower, (y) any capital contribution by the Borrower or any
Wholly Owned Subsidiary of the Borrower to any Subsidiary of the Borrower or
(z) any split-up, revision, reclassification or other like change of any
outstanding Capital Stock.



 8















 


“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.


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


“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 



 9
 









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).


“Existing
Revolving Loans” means the Revolving Loans (as defined in the Existing
Credit Agreement) made thereunder and outstanding as of the Third Restatement
Effective Date.


“Existing
Senior Subordinated Indebtedness” means the Indebtedness evidenced or
provided by the Existing Senior Subordinated Note Indentures (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).


“Existing
Senior Subordinated Note Indentures” means the indentures in effect on the
Third Restatement Effective Date and described in Schedule 1.01(c).


“Existing
Tranche A Term Loans” means the Tranche A Term Loans (as defined
in the Existing Credit Agreement) made thereunder and outstanding as of the
Third Restatement Effective Date.


“FCC” means
the Federal Communications Commission or any governmental authority substituted
therefor.


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


“Film Cash
Payments” means, for any period, the sum (determined on a consolidated
basis and without duplication) of all payments by the Borrower and its
Subsidiaries 



 10
 









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 or treasurer of the Borrower or
the Holding Company, as applicable.


“Fixed Charges
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) the sum for such period of (i) Debt Service plus (ii) Capital
Expenditures (but excluding Capital Expenditures relating to the implementation
of digital television) except to the extent financed through Capital Lease
Obligations permitted under clause (b), (h) or (k) of
Section 7.01 plus (iii) the aggregate amount of Federal
and state income taxes paid by the Borrower and its Subsidiaries (excluding any
such taxes resulting from gains on the sale of any property), net of refunds,
during such period plus (iv) Restricted Payments made as
permitted by Section 7.08(d) during such period.


“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.


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


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


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent
or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in 



 11
 









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.


“Guarantee
Assumption Agreement” means a Borrower Subsidiary Guarantor Assumption
Agreement or a SBG Subsidiary Guarantor Assumption Agreement, as applicable.


“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 publicly issued common stock or in interest rates,
foreign exchange rates or prices of commodities used in the business of the
Borrower and its Subsidiaries and any master agreement relating to any of the
foregoing.


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


“Holding
Company Corporate Expense” means, for any period, all general and
administrative expenses of the Holding Company funded by dividends pursuant to
Section 7.08(c) or by management fees or royalty fee payments from the
Borrower or any of its Subsidiaries to the Holding Company (excluding all
such expenses in respect of the Borrower and its Subsidiaries) for such period.


“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 



 12
 









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 Incremental Loan Commitment or an
outstanding Incremental Loan.


“Incremental
Loan” means an Incremental Revolving Loan or an Incremental Term Loan.


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


“Incremental
Loan Commitment” means an Incremental Revolving Commitment or an
Incremental Term Loan Commitment.  The
aggregate amount of the Incremental Loan Commitments on the Third Restatement
Effective Date is zero and at any time thereafter shall not exceed
$500,000,000.


“Incremental
Revolving Commitment” means, with respect to each Incremental Lender of any
Series, the commitment, if any, of such Lender to make Incremental Revolving
Loans of such Series hereunder.  The
initial amount of each Lender’s Incremental Revolving Commitment of any Series
will be specified in the Incremental Loan Amendment for such Series, or will be
set forth in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Incremental Revolving Commitment of such Series.


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


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


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


“Incremental
Term Loan Commitment” means, with respect to each Incremental Lender of any
Series, the commitment, if any, of such Lender to make Incremental Term Loans
of such Series hereunder.  The initial
amount of each Lender’s Incremental Term Loan Commitment of any Series will be
specified in the Incremental Loan Amendment for such Series, or will be set
forth in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Incremental Term Loan Commitment of such Series.



 13
 









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


“Incremental
Term Loan Principal Payment Date” means, for each Series of Incremental
Term Loans, the date or dates for repayment of such Incremental Term 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 Other Acquisition (an “Extension and
Exercise Price”) exceeds 20% of the Aggregate Consideration payable in
connection with such Other 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 Third 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.


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



 14
 









“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 the following: 
(a) all interest in respect of Indebtedness accrued or capitalized
during such period (whether or not actually paid during such period plus (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) minus (c) all
cash interest income received during such period; provided that in no
event shall the term “Interest Expense” for any period include, to the extent
included in interest expense in accordance with GAAP, (i) the amortization
of deferred financing fees during such period, (ii) the amortization
during such period to interest expense of losses on previously terminated or modified
Interest Rate Protection Agreements and (iii) gains or losses from the
extinguishment of debt.  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 



 15
 









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


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


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


“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 the Persons listed on Schedule 1.01(b), the Incremental Lenders (if
any) 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.  Unless the context otherwise requires, the
term “Lenders” includes the Swing Line Lender.



 16















 


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


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


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, the
rate appearing on Page 3750 of the Telerate Service (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.  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 3750 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
1.03 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 Guarantee
Assumption Agreements (if any), each Consent and Agreement and the Security
Documents.



 17
 









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


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


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


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


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


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


“Net Available
Proceeds” means (a) in the case of any Disposition, an amount (not
less than zero) equal to the amount of Net Cash Payments received by the
Borrower and its Subsidiaries in connection with such Disposition and
(b) in the case of any Equity Issuance, the aggregate amount of all cash
received by the Borrower and its Subsidiaries in respect thereof, net of
reasonable expenses incurred by the Borrower and its Subsidiaries in connection
therewith.


“Net Cash
Payments” means, with respect to any Disposition, 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 or its Subsidiaries
directly or indirectly in connection with such Disposition; provided
that (a) Net Cash Payments shall be net of (i) 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 with such
Disposition and (ii) any Federal, state and local income or other taxes
estimated to be payable by the Borrower and its Subsidiaries as a result of
such Disposition (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 of such Disposition) and (b) Net Cash Payments shall be net of
any repayments by the Borrower or any of its Subsidiaries of Indebtedness to
the extent that (i) such Indebtedness is secured by a Lien on the property
that is the subject of such Disposition and (ii) the transferee of (or
holder of a Lien on) such property requires that such Indebtedness be repaid as
a condition to the Disposition of such property.



 18
 









“Non-Media
Subsidiary” means any direct or indirect Subsidiary of the Borrower or the
Holding Company 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.


“Note
Indentures” means, collectively, the Senior Subordinated Note Indentures
and the Senior Note Indentures.


“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).


“Other
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 clause (b) of 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); provided that the term “Other
Acquisition” shall not include any Approved Acquisition.  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.


“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.



 19
 









“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
1.03 and (b) any television or radio station the Broadcast Licenses of
which are owned or held by the Borrower or any of its Subsidiaries on or after
the date hereof.


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


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


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


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


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



 20
 









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


“Permitted
Reinvestment” means (a) an acquisition permitted under
Section 7.04(e), (b) Capital Expenditures or (c) an Investment
permitted under Section 7.07.


“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)
or (e) of Article VIII.



 21
 









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


“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.


“PSA
Counterparty” means Cunningham, Bay Television, Inc. and/or any other
Person reasonably acceptable to the Administrative Agent.


“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
Cash Balances” means, as at any date, (a) cash balances on deposit on
such date in any account maintained by the Borrower or any of its Subsidiaries
up to but not exceeding $35,000,000 and (b) (without duplication) cash
balances on deposit on such date in an account maintained by the Borrower or
any of its Subsidiaries with the Administrative Agent in which the
Administrative Agent has been granted a perfected first priority security
interest, provided that withdrawal of funds from any such account under
clause (b) by the Borrower or such Subsidiary, as the case may be,
shall be permitted only (i) so long as no Default shall have occurred and
be continuing and (ii) upon delivery by the Borrower or such Subsidiary,
as the case may be, to the Administrative Agent of a certificate to that
effect.


“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.


“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.



 22
 









“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.


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


“Reinvestment
Deferred Amount” means, with respect to any Reinvestment Event, the
aggregate Net Cash Payments 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 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 Payments of a Disposition to make a
Permitted Reinvestment.


“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, acquire or repair assets useful in the business of
the Borrower or any of its Subsidiaries with all or any portion of the relevant
Reinvestment Deferred Amount.


“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.


“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).



 23
 









“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 the period from and including the Third
Restatement Effective Date to but excluding the earlier of (a) the
Revolving Maturity Date and (b) the date of termination of the Revolving
Commitments.


“Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and to acquire participations in Swing Line
Loans and Letters of Credit hereunder, expressed as an amount representing the
maximum aggregate amount of such Lender’s Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.07
and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04.  The initial amount of each Lender’s Revolving
Commitment is set forth on Schedule 1.01(b) or in the Assignment and Assumption pursuant
to which such Lender shall have assumed its Revolving Commitment, as
applicable.  The aggregate amount of the
Lenders’ Revolving Commitments on the Third Restatement Effective Date is
$175,000,000.


“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 terminated or expired, a Lender with Revolving Exposure.


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


“Revolving
Maturity Date” means the Business Day falling on or nearest to
June 30, 2011.


“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.



 24















 


“SBG Subsidiary
Guarantor” means (a) each Subsidiary of the Holding Company listed on
Schedule 1.01(a) and (b) each other Subsidiary of the Holding Company
that becomes a “Subsidiary Guarantor” after the date hereof pursuant to Section
6.10(b), in each case so long as such Subsidiary remains a SBG Subsidiary
Guarantor hereunder.


“SBG Subsidiary
Guarantor Assumption Agreement” means a Guarantee Assumption 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 Section 6.10, becomes, a “SBG Subsidiary Guarantor” hereunder.


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


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


“Security
Documents” means, collectively, the Security Agreement, any other pledge,
security or similar agreement entered into by any Obligor in connection with
this Agreement, 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
Indebtedness” means as at any date, the sum of (a) Indebtedness (other
than Subordinated Indebtedness) on such date of the Borrower and its
Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) minus all Qualifying Cash Balances on such date.


“Senior
Indebtedness Ratio” means, as at any date, the ratio of (a) Senior
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.


“Senior Note
Documents” means the agreements and instruments evidencing or providing for
the Senior Notes.


“Senior Note
Indentures” means the indenture or indentures under which the Senior Notes
shall be issued.


“Senior Notes”
means the Indebtedness of the Borrower issued pursuant to
Section 7.01(j) (including the senior unsecured Guarantees of such
Indebtedness provided by any Subsidiary Guarantor thereunder).


“Senior
Subordinated Note Indentures” means the Existing Senior Subordinated Note
Indentures and, after the respective issuances of the Additional Subordinated
Notes, the respective indentures under which the same are issued.


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



 25
 









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


“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.


“Subordinated
Indebtedness” means (a) the Existing Senior Subordinated Indebtedness,
(b) Subordinated Film Indebtedness and (c) Indebtedness evidenced by
the Additional Subordinated Notes.


“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



 26
 









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 and each of 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(a) and (c) each other SBG Subsidiary
Guarantor.


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


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


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


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


“Term Loan
Lender” means a Lender with a Tranche A -1 Term Loan Commitment or an
outstanding Term Loan.


“Term Loan
Maturity Date” means (a) with respect to the Tranche A Term
Loans, the Quarterly Date falling on or nearest to December 31, 2011 and
(b) with respect to the Tranche A-1 Term Loans, the Quarterly
Date falling on or nearest to December 31, 2012.


“Term Loan
Principal Payment Dates” means the Quarterly Dates falling on or nearest to
March 31, June 30, September 30 and December 31 of each
year, commencing with March 31, 2007.


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


“Third
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).


“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), net of Qualifying Cash Balances
on such date.



 27
 









“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 A
Term Loan” means a Loan made pursuant to Section 2.01(b) of the
Existing Credit Agreement, which may be an ABR Loan and/or a Eurodollar
Loan.  The aggregate amount of the
Lenders’ Tranche A Term Loans on the Third Restatement Effective Date is
$100,000,000.


“Tranche A
Term Loan Lender” means a Lender with an outstanding Tranche A Term
Loan.


“Tranche A-1
Availability Period” means the period from and including the Third
Restatement Effective Date to but excluding the date which is 60 days
thereafter.


“Tranche A-1
Term Loan” means a Loan made pursuant to Section 2.01(b)(ii), which
shall initially be an ABR Loan but thereafter may be an ABR Loan and/or a
Eurodollar Loan.


“Tranche A-1
Term Loan Commitment” means, with respect to each Lender, the commitment,
if any, of such Lender to make a Tranche A-1 Term Loan to the Borrower
hereunder in a principal amount equal to the amount set forth under the heading
“Tranche A-1 Commitment” opposite such Lender’s name on Schedule 1.01(b)
or in the Assignment and Assumption pursuant to which such Lender shall
have assumed its Tranche A-1 Term Loan Commitment, as applicable, as the
same may be changed from time to time pursuant to the terms hereof.  The aggregate amount of the Lenders’
Tranche A-1 Term Loan Commitments on the Third Restatement Effective Date
is $225,000,000.


“Tranche A-1
Term Loan Lender” means a Lender with an outstanding Tranche A-1
Term Loan Commitment or an outstanding Tranche A-1 Term Loan.


“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 Third
Restatement Effective Date, the Board of Directors of the Borrower may
designate any Subsidiary of the Borrower (including any newly acquired or newly
formed



 28
 









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; (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 and (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. 
If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes hereof.  Any such designation of an Unrestricted
Subsidiary by the Board of Directors of the Borrower shall be evidenced to the
Administrative Agent by filing with the Administrative Agent a board resolution
giving effect to such designation and an officer’s certificate certifying that
such designation complies with the foregoing conditions.  The Board of Directors of the Borrower may
remove the designation of Unrestricted Subsidiary by giving notice thereof to
the Administrative Agent; provided that immediately after giving effect
to the removal of such designation (x) no Default shall have occurred or
be continuing and (y) said removal of such designation shall not violate
the provisions of Section 7.04.  The
Unrestricted Subsidiaries (if any) as of the Third Restatement Effective Date
are those entities specified in Schedule 1.01(d).


“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 1.03.



 29
 









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


SECTION 1.05.  Accounting Terms; GAAP.


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



 30
 









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


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


ARTICLE II


THE CREDITS


SECTION 2.01.  The Credits.


(a)  Revolving Loans.  Subject to the terms and conditions set forth
herein, each Lender agrees to make Revolving Loans to the Borrower from time to
time during the Revolving Availability Period 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



 31
 









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.  All Existing Revolving Loans
shall remain outstanding as of the Third Restatement Effective Date (with the
then existing Interest Periods, if any, therefor) and shall be Revolving Loans
for all purposes of this Agreement and the other Loan Documents.


(b)  Term Loans.  (i) Subject to the terms and conditions set
forth herein, all Existing Tranche A Term Loans as of the Third
Restatement Effective Date (with the then existing Interest Periods, if any,
therefor) shall remain outstanding and shall be the Tranche A Term Loans
hereunder.  Amounts prepaid in respect of
Tranche A Term Loans may not be reborrowed.


(ii)  Subject to the terms and conditions set forth
herein (including Section 5.02), each Tranche A-1 Term Loan
Lender agrees to make a single Tranche A-1 Term Loan to the
Borrower, on any Business Day during the Tranche A-1 Availability
Period, in a principal amount equal to such Lender’s Tranche A-1
Term Loan Commitment.  Amounts prepaid in
respect of Tranche A-1 Term Loans may not be reborrowed.


(c)  Incremental Loans.  The Borrower and one or more of the Lenders
(or any other Person which shall become a Lender pursuant to an assumption
agreement in form and substance satisfactory to the Administrative Agent, for
the purpose of providing an Incremental Loan Commitment) may, with the consent
of the Administrative Agent, at any time and from time to time during the
period from and including the Third Restatement Effective Date to but excluding
December 31, 2012 agree that such Lender shall become an Incremental Lender
with an Incremental Loan Commitment by executing and delivering to the
Administrative Agent an Incremental Loan Amendment (in form reasonable
satisfactory to the Administrative Agent), specifying (i) whether such
Incremental Loan Commitment shall be comprised of a commitment to make
revolving loans (each an “Incremental Revolving Loan”) or term loans
(each an “Incremental Term Loan”), (ii) the Type and amount of such
Incremental Loan Commitment of such Lender, (iii) with respect to an
Incremental Revolving Commitment, the period of availability thereof and the
Incremental Revolving Maturity Date therefor, (iv) with respect to an
Incremental Term Loan Commitment, the date(s) on which such Incremental
Term Loans shall be available to be made, the Incremental Term Loan Maturity
Date therefor and the Incremental Term Loan Principal Payment Dates thereof (if
any), (v) the Applicable Rate that will apply to Incremental Loans made
under such Incremental Loan Commitment, and (vi) the rate of the
commitment fee, if any, payable by the Borrower in respect of such Incremental Loan
Commitment, and otherwise duly completed. 
Nothing in this Agreement shall be construed to obligate any Lender to
provide any Incremental Loan Commitment. 
The Incremental Loans to be made
pursuant to any such agreement between the Borrower and one or more Persons in
response to any such request by the Borrower shall each be deemed to be a
separate “Series” of Incremental Loans for all purposes of this
Agreement, and in any case an Incremental Revolving Commitment and an
Incremental Term Loan Commitment provided pursuant to the same Incremental Loan
Amendment shall be deemed to be separate Series of Incremental Loan
Commitments.



 32















 


Anything herein to the contrary notwithstanding, the
following additional provisions shall be applicable to the Incremental Loan
Commitments and Incremental Loans:


(i)  the minimum
aggregate amount of Incremental Loan Commitments of any Series entered into
pursuant to any such request (and, accordingly, the minimum aggregate principal
amount of Incremental Loans of such Series) shall be $15,000,000,


(ii)  the
Incremental Revolving Maturity Date of the Incremental Revolving Commitments of
any Series shall not be earlier than the Revolving Maturity Date (but the
scheduled commitment termination date of such Incremental Revolving Commitments
may be accelerated pursuant to Section 2.07(b)), and the Average Life to
Maturity of the Incremental Revolving Loans shall be greater than the Average
Life to Maturity of the Revolving Loans, and


(iii)  the Incremental Term Loan Maturity
Date of the Incremental Term Loans of any Series shall not be earlier than the
Term Loan Maturity Date for the Tranche A-1 Term Loans (but the
scheduled final maturity of such Incremental Term Loans may be accelerated
pursuant to Section 2.08(b)), and the Average Life to Maturity of the
Incremental Term Loans shall be greater than the Average Life to Maturity of
the Term Loans (except that Incremental Term Loans shall be entitled to
participate, to the extent provided in Section 2.09(b), in mandatory
prepayments).


Following
execution and delivery by the Borrower, one or more Incremental Lenders and the
Administrative Agent as provided above of an Incremental Loan Amendment then,
subject to the terms and conditions set forth herein:


(x)  if such Incremental Loans are to be
Incremental Revolving Loans, each Incremental Lender of such Series agrees to
make Incremental Revolving Loans of such Series to the Borrower from time to
time during the availability period for such Loans set forth in such
Incremental Loan Amendment, in an aggregate principal amount that will not
result in such Lender’s Incremental Revolving Loans of such Series exceeding
such Lender’s Incremental Revolving Commitment of such Series; within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, repay and reborrow Incremental Revolving Loans of such
Series; and


(y)  if such Incremental Loans are to be
Incremental Term Loans, each Incremental Lender of such Series agrees to make
Incremental Term Loans of such Series to the Borrower from time to time during
the availability period for such Loans set forth in such Incremental Loan Amendment,
in a principal amount up to but not exceeding such Lender’s Incremental Term
Loan Commitment of such Series; amounts prepaid in respect of Incremental Term
Loans may not be reborrowed.


Proceeds of
Incremental Loans shall be available only for any use permitted under the
applicable provisions of Section 6.08.


(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



 33
 









$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
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 Lenders will participate. 
Promptly upon receipt of such notice, the Administrative Agent will give
notice thereof to each Lender, specifying in such notice such Lender’s Applicable
Percentage of such Swing Line Loan or Loans. 
Each 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 Lender’s Applicable
Percentage of such Swing Line Loan or Loans. 
Each 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 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
Lender (and Section 2.07 shall apply, mutatis  mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swing Line Lender the amounts so received by it from the
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 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, not later than 10:00 a.m., 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 10:00 a.m., New York City time, one Business Day before the date of
the proposed Borrowing.  Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly 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;



 34
 









 


(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 Third Restatement Effective Date
(the “Existing Letters of Credit”) shall be deemed to be “Letters of
Credit” for all purposes of this Agreement and the other Loan Documents.


(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.



 35
 









(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 $25,000,000 and (ii) the total Revolving Exposures shall not exceed
the total Revolving Commitments.


(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 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)).


(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
Lenders, the Issuing Lender hereby grants to each Lender, and each Lender
hereby acquires from the Issuing Lender, a participation in such Letter of
Credit equal to such Lender’s Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit.  Each 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 Lender hereby absolutely and unconditionally
agrees to pay to the Administrative Agent, for the account of the Issuing
Lender, such 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 Lender (and Section 2.08 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Lender the amounts so
received by it from the Lenders. 
Promptly following receipt by the Administrative Agent of any payment
from the Borrower pursuant to paragraph (f) of this



 36
 









Section, the
Administrative Agent shall distribute such payment to the Issuing Lender or, to
the extent that the Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
their interests may appear.  Any payment
made by a 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.


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


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


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


Neither the
Administrative Agent, the 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



 37
 









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 give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse the Issuing Lender and the 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 Lender pursuant to
paragraph (f) of this Section to reimburse the Issuing Lender shall be for
the account of such 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
Lenders of any such replacement of the Issuing Lender.  At the time any such replacement shall



 38
 









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


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


SECTION 2.05.  Funding of Borrowings.


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



 39















 


(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 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);



 40
 









(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 end after the Revolving
Maturity Date; (ii) any Term Borrowing if the Interest Period requested
with respect thereto would end after the Term Loan Maturity Date;
(iii) any Term Loan if the Interest Period therefor would commence before
and end after any Term Loan Principal Payment Date unless, after giving effect
thereto, the aggregate principal amount of the Term Loans having Interest
Periods that end after such Term Loan Principal Payment Date shall be equal to
or less than the aggregate principal amount of the Term Loans permitted to be
outstanding after giving effect to the payments of principal required to be
made on such Term Loan Principal Payment Date; (iv) any Incremental
Revolving Borrowing of any Series if the Interest Period requested with respect
thereto would end after the Incremental Revolving Maturity Date for such
Series; (v) any Incremental Term Borrowing of any Series if the Interest
Period requested with respect thereto would end after the Incremental Term Loan
Maturity Date for such Series; or (vi) any Incremental Term Loan of any
Series if the Interest Period therefor would commence before and end after any
Incremental Term Loan Principal



 41
 









Payment Date for
such Series unless, after giving effect thereto, the aggregate principal amount
of the Incremental Term Loans of such Series having Interest Periods that end
after such Incremental Term Loan Principal Payment Date shall be equal to or
less than the aggregate principal amount of the Incremental Term Loans of such
Series permitted to be outstanding after giving effect to the payments of
principal required to be made on such Incremental Term Loan Principal Payment
Date.


SECTION 2.07.  Termination and Reduction of the
Commitments.


(a)  Scheduled Termination.  Unless previously terminated, (i) the
Tranche A-1 Term Loan Commitments shall terminate at 5:00 p.m., New York
City time, on the earlier of the date of the making of the Tranche A-1 Term Loans
and the last day of the Tranche A-1 Availability Period, (ii) the
Revolving Commitments shall terminate on the Revolving Maturity Date and
(iii) each Incremental Loan Commitment of any Series shall terminate on
the applicable commitment termination date for such Series specified in the
Incremental Loan Amendment for such Series.


(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 Indebtedness evidenced or provided by the Existing
Senior Subordinated Note Indentures, the Additional Subordinated Notes or the
Senior Notes 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.



 42
 









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


(i)  to the Administrative Agent for the account
of each Revolving Lender the outstanding principal amount of each Revolving
Loan of such Lender on the Revolving Maturity Date;


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




	
  Term Loan Principal

  Payment Date Falling on or

  Nearest to:

  	
   

  	
  

  Amounts (%):

  	
   

  
	
  March 31, 2007

  	
   

  	
  1.25

  	
   

  
	
  June 30, 2007

  	
   

  	
  1.25

  	
   

  
	
  September 30,
  2007

  	
   

  	
  1.25

  	
   

  
	
  December 31,
  2007

  	
   

  	
  1.25

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.25

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.25

  	
   

  
	
  September 30,
  2008

  	
   

  	
  1.25

  	
   

  
	
  December 31,
  2008

  	
   

  	
  1.25

  	
   

  
	
  March 31, 2009

  	
   

  	
  3.75

  	
   

  
	
  June 30, 2009

  	
   

  	
  3.75

  	
   

  
	
  September 30,
  2009

  	
   

  	
  3.75

  	
   

  
	
  December 31,
  2009

  	
   

  	
  3.75

  	
   

  
	
  March 31, 2010

  	
   

  	
  3.75

  	
   

  
	
  June 30, 2010

  	
   

  	
  3.75

  	
   

  
	
  September 30,
  2010

  	
   

  	
  3.75

  	
   

  
	
  December 31,
  2010

  	
   

  	
  3.75

  	
   

  
	
  March 31, 2011

  	
   

  	
  15.00

  	
   

  
	
  June 30, 2011

  	
   

  	
  15.00

  	
   

  
	
  September 30,
  2011

  	
   

  	
  15.00

  	
   

  
	
  December 31, 2011

  	
   

  	
  15.00

  	
   

  






 


(iii)  to the Administrative Agent for the account
of each Tranche A-1 Term Loan Lender the outstanding principal
amount of the Tranche A-1 Term Loan of such Lender on each Term Loan
Principal Payment Date for the Tranche A-1 Term Loans set forth below in an
aggregate principal amount equal to the percentage of the aggregate original
principal amount of the Tranche A-1 Term Loans set forth opposite such
Term Loan Principal Payment Date (subject to adjustment pursuant to
paragraph (b) of this Section):



 43
 









 


	
  Term Loan Principal

  Payment Date Falling on or

  Nearest to:

  	
   

  	
  

  Amounts (%):

  	
   

  
	
  March 31, 2007

  	
   

  	
  0

  	
   

  
	
  June 30, 2007

  	
   

  	
  0

  	
   

  
	
  September 30,
  2007

  	
   

  	
  0

  	
   

  
	
  December 31,
  2007

  	
   

  	
  0

  	
   

  
	
  March 31, 2008

  	
   

  	
  0

  	
   

  
	
  June 30, 2008

  	
   

  	
  0

  	
   

  
	
  September 30,
  2008

  	
   

  	
  0

  	
   

  
	
  December 31,
  2008

  	
   

  	
  0

  	
   

  
	
  March 31, 2009

  	
   

  	
  1.25

  	
   

  
	
  June 30, 2009

  	
   

  	
  1.25

  	
   

  
	
  September 30,
  2009

  	
   

  	
  1.25

  	
   

  
	
  December 31,
  2009

  	
   

  	
  1.25

  	
   

  
	
  March 31, 2010

  	
   

  	
  2.50

  	
   

  
	
  June 30, 2010

  	
   

  	
  2.50

  	
   

  
	
  September 30,
  2010

  	
   

  	
  2.50

  	
   

  
	
  December 31,
  2010

  	
   

  	
  2.50

  	
   

  
	
  March 31, 2011

  	
   

  	
  3.75

  	
   

  
	
  June 30, 2011

  	
   

  	
  3.75

  	
   

  
	
  September 30,
  2011

  	
   

  	
  3.75

  	
   

  
	
  December 31,
  2011

  	
   

  	
  3.75

  	
   

  
	
  March 31, 2012

  	
   

  	
  17.50

  	
   

  
	
  June 30, 2012

  	
   

  	
  17.50

  	
   

  
	
  September 30,
  2012

  	
   

  	
  17.50

  	
   

  
	
  December 31, 2012

  	
   

  	
  17.50

  	
   

  



 


(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) at the time the Incremental Loan Commitments of such
Series are established (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 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 on each date a Revolving
Borrowing is made, the Borrower shall repay all Swing Line Loans then
outstanding.


(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
Indebtedness evidenced or provided by the Existing Senior Subordinated Note



 44
 









Indentures, the
Additional Subordinated Notes or the Senior Notes shall fall within six months
of the Test Date, then the Revolving Maturity Date, the Term Loan Maturity
Date, each Incremental Revolving Maturity Date and each Incremental Term 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)  Any prepayment of a Term Loan or an
Incremental Term Loan shall be applied ratably to the respective remaining
scheduled installments thereof.  To the
extent not previously paid, all Term Loans shall be due and payable on the Term
Loan Maturity Date.  To the extent not
previously paid, all Incremental Term Loans of any Series shall be due and
payable on the Incremental Term Loan Maturity Date for such Series.


(c)  Manner of Payment.  Prior to any repayment or prepayment of any
Borrowings of either Class hereunder, 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).  Each payment of a Borrowing shall be applied
ratably to the Loans included in such Borrowing.


(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.



 45
 









(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 Term Loans or the Incremental Term Loans pursuant to this
paragraph shall be applied ratably to the then outstanding Term Loans and
Incremental Term 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.


(b)  Mandatory Prepayments.  The Borrower will prepay the Term Loans and
the Incremental Term Loans, as follows:


(i)  Sale
of Assets.  If the Borrower or any of
its Subsidiaries shall receive Net Available Proceeds from any Disposition
(excluding any Disposition permitted by clauses (a), (b), and (only with
respect to exchange of assets) (c) of Section 7.05) (the “Current
Disposition”), which taken together with the Net Available Proceeds for all
prior such Dispositions 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 thereof) such Excess Disposition Proceeds
shall be applied within five Business Days following such receipt toward the
prepayment of the Loans as set forth in paragraph (b)(ii) of this
Section.  Notwithstanding the foregoing,
on each Reinvestment Prepayment Date, an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant Reinvestment Event shall be
applied toward the prepayment of the Loans as set forth in said
paragraph (b)(ii).


(ii)  Application.  Each such prepayment pursuant to this
paragraph (b) shall be applied ratably to the then outstanding Term Loans and
Incremental Term Loans and, in each case, ratably to the respective remaining
installments thereof.


(c)  Notices, Etc.  The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy) of any optional prepayment hereunder
(i) in the case of prepayment of a Eurodollar Borrowing, not later than
10:00 a.m., New York City time, three Business Days before the date of
prepayment or (ii) in the case of prepayment of an ABR Borrowing, not
later than 10:00 a.m., New York City time, one Business Day before the
date of prepayment.  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;



 46
 









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 (i) for the account of each Revolving Lender a
commitment fee, which shall accrue at the Applicable Rate on the average daily
unused amount of the Revolving Commitment of such Lender during the period from
and including the Third Restatement Effective Date to but excluding the earlier
of the date such Revolving Commitment terminates and the Revolving Maturity Date
and (ii) for the account of each Tranche A-1 Term Loan Lender a
commitment fee, which shall accrue at the Applicable Rate on the average daily
unused amount of the Tranche A-1 Term Loan Commitment of such Lender
during the period from and including the Third Restatement Effective Date to
but excluding the date such Tranche A-1 Term Loan Commitment
terminates.  Accrued commitment fees
shall be payable in arrears on each Quarterly Date and, in the case of the commitment
fee in respect of the Revolving Commitment, the earlier of the date the
Revolving Commitment terminates and the Revolving Maturity Date, commencing on
the first such date to occur after the date hereof; provided that all
accrued and unpaid commitment fees in respect of the Revolving Commitments
under (and as defined in) the Existing Credit Agreement as of the Third
Restatement Effective Date shall be payable on the first Quarterly 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 Rate applicable to interest on
Eurodollar Revolving Loans on the average daily amount of such Lender’s
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Third Restatement Effective
Date to but excluding the later of the date on which such Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any
LC Exposure, and (ii) to the Issuing Lender a fronting fee, which
shall accrue at the rate or rates per annum separately agreed upon between the
Borrower and the Issuing Lender on the average daily amount of the
LC Exposure



 47
 









(excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the
period from and including the Third Restatement Effective Date to but excluding
the later of the date of termination 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 Third Restatement Effective Date; provided that (i)
all such fees shall be payable on the date on which the Revolving Commitments
terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand and (ii) all accrued and
unpaid participation and fronting fees in respect of the Existing Letters of
Credit as of the Third Restatement Effective Date shall be payable on the third
Business Day following the first Quarterly Date to occur after the date
hereof.  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)  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 Rate.


(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 Rate.


(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 and the Incremental Revolving Loans, upon termination of the
Revolving Commitments and the



 48
 









Incremental
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 (x) an ABR Revolving Loan prior to the
Revolving Maturity Date or (y) an ABR Incremental Revolving Loan prior to the
applicable Incremental 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 Lender (except any such
reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Lender;
or



 49















 


(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.



 50
 









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


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



 51
 









be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the Issuing
Lender, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Lender, shall be conclusive absent manifest error.


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


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


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


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



 52
 









thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such
parties.


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


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



 53
 









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


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


SECTION 2.17.  Mitigation Obligations; Replacement of
Lenders.


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


(b)  Replacement of Lenders.  If any Lender requests compensation under
Section 2.13, or if the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.15, or if any Lender defaults in its obligation to
fund Loans hereunder, 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



 54
 









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.


ARTICLE III


GUARANTEE


SECTION 3.01.  The Guarantee.  The Guarantors hereby jointly and severally
guarantee to each Lender and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether at stated
maturity, by acceleration or otherwise) of the principal of and interest on the
Loans made by the Lenders to the Borrower, all reimbursement obligations of the
Borrower in respect of any LC Disbursement and all other amounts from time to
time owing to the Lenders or the Administrative Agent by the Borrower under
this Agreement and by any Obligor (other than the respective Guarantor) under
any of the other Loan Documents, and all obligations of the Borrower or any of
its Subsidiaries to any of the Lenders and their respective Affiliates in
respect of any Hedging Agreement, 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, whether or not such interest or expenses are allowed
as a claim in such proceeding (such obligations being herein collectively
called the “Guaranteed Obligations”). 
The Guarantors hereby further jointly and severally agree that if the
Borrower shall fail to pay in full when due (whether at stated maturity, by
acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors
will promptly pay the same, without any demand or notice whatsoever, and that
in the 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



 55
 









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 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.



 56
 









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 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



 57
 









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
Third Restatement Effective Date, as of the Third Restatement Effective Date,
and (B) with respect to any other Subsidiary Guarantor, as of the date
such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.


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


ARTICLE IV


REPRESENTATIONS AND
WARRANTIES


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


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


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



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SECTION 4.03.  Governmental Approvals; No Conflicts.  The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except for (i) such as have been obtained or
made and are in full force and effect, (ii) filings in respect of the
Liens created pursuant to the Security Agreement, (iii) the filing with
the FCC of certain of the Loan Documents as required by Section 73.3613 of
the FCC’s rules and (iv) the approval by the FCC of the acquisition of any
Broadcast License, (b) will not violate any applicable law or regulation
or the charter, by-laws or other organizational documents of the Holding
Company, the Borrower or any of the Borrower’s Subsidiaries or any order of any
Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Holding Company,
the Borrower or any of the Borrower’s Subsidiaries or assets, or give rise to a
right thereunder to require any payment to be made by any such Person, and
(d) except for the Liens created pursuant to the Security Agreement, 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, 2004 and December 31, 2005, 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 September 30, 2006, 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, 2004 and December 31, 2005, 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 September 30,
2006, 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, 2005, 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.



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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
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.


(c)  Disclosed Matters.  Since the date hereof, there has been no
change in the status of the matters disclosed in Schedules 4.06(a) and 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.



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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.


SECTION 4.13.  Indebtedness and Liens.


(a)  Material Indebtedness.  Schedule 4.13(a) 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 the aggregate principal
or face amount of which equals or exceeds (or may equal or exceed) $5,000,000,
and the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Schedule
4.13(a).



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(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 Agreement), 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 Agreement), 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



 62
 









proposed to be
conducted.  The Broadcast Licenses listed
in Schedule 4.15 are issued in the name of the respective License
Subsidiary for the Owned Station being operated under authority of such
Broadcast Licenses and are on the date hereof validly issued and in full force
and effect, and the Borrower and its Subsidiaries have fulfilled and performed
in all material respects all of their obligations with respect thereto and have
full power and authority to operate thereunder.


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


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.


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



 63
 









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)  Third Amended and Restated Credit
Agreement.  (i) Counterparts of
this Agreement signed on behalf of each Obligor, the Issuing Lender, the Swing Line
Lender the Administrative Agent and (ii) duly executed Lender Addenda from
Lenders under (and as defined in) the Existing Credit Agreement constituting
the Required Lenders thereunder (and as defined therein) and from each Lender
providing a Tranche A-1 Term Loan Commitment as of the Third Restatement
Effective Date (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 a Lender Addendum).


(b)  Opinions of Counsel to the Obligors.  Favorable written opinions (addressed to the
Administrative Agent and the Lenders and dated the Third Restatement Effective
Date) of (i) Thomas & Libowitz, P.A., counsel for the Obligors,
substantially in the form of Exhibit E-1 and (ii) Pillsbury Winthrop
Shaw Pittman LLP, special FCC counsel for the Obligors, substantially in the
form of Exhibit E-2 (and each Obligor hereby instructs such counsel to
deliver such opinions to the Lenders and the Administrative Agent).


(c)  Opinion of Special New York Counsel to
JPMCB.  An opinion, dated the Third
Restatement Effective Date, of Milbank, Tweed, Hadley & McCloy LLP, special
New York counsel to JPMCB, substantially in the form of Exhibit F (and
JPMCB hereby instructs such counsel to deliver such opinion to the Lenders).


(d)  Corporate Documents.  Such 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)  Officer’s Certificates.  A certificate, dated the Third Restatement
Effective Date and signed by the President, a Vice President, a Financial
Officer, or Secretary of each of the Borrower and the Holding Company,
confirming compliance with the conditions set forth in the lettered clauses of
the first sentence of Section 5.02.


(f)  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.



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(g)  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.


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


The obligation of
any Lender to make the Loans and other initial extensions of credit hereunder
on the Third Restatement Effective Date is also subject to the payment by the
Borrower of such fees as the Borrower shall have agreed to pay to any Lender or
the Administrative Agent in connection herewith, including the reasonable fees
and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York
counsel to JPMCB, in connection with the negotiation, preparation, execution
and delivery of this Agreement and the other Loan Documents and the extensions
of credit hereunder (to the extent that statements for such expenses have been
delivered to the Borrower not less than two days prior to the Third Restatement
Effective Date).


The Administrative
Agent shall notify the Borrower and the Lenders of the Third Restatement
Effective Date, and such notice shall be conclusive and binding.  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
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 December 22, 2006.


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.



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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.


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;



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(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 subclauses (i) and (ii) below
only) the Holding Company (i) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, (ii) stating
whether any change in GAAP or in the application thereof has occurred since the
date of the audited financial statements referred to in Section 4.04 and,
if any such change has occurred, specifying the effect of such change on the
financial statements accompanying such certificate, and (iii) setting
forth reasonably detailed calculations demonstrating compliance with Sections 7.01(g)
through (l), 7.06, 7.07, 7.08 and 7.11;


(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 Senior Subordinated
Notes or the Senior Notes (or, in either case, any agent or trustee therefor);



 67















 


(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.


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;



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(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; and


(e)  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).


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 



 69
 









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 reasonable best 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.


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.  The proceeds of the Revolving Loans and the
proceeds of the Incremental Loans (if any) 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.  The proceeds of the Tranche A-1 Term
Loans will be used solely to redeem in full the Borrower’s 8-3⁄4% Senior
Subordinated Notes due 2011 outstanding under an indenture dated as of December
10, 2001 (and to pay accrued interest and premium thereon to the date of such
redemption).  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.  Certain Obligations Respecting
Subsidiaries; Intermediate Holding Company.


(a)  Subsidiary Guarantors.  The Borrower will take such action, and will
cause each of its Subsidiaries to take such action, from time to time as shall
be necessary to ensure that



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all Subsidiaries
of the Borrower are “Subsidiary Guarantors” hereunder.  Without limiting the generality of the
foregoing, in the event that the Borrower or any of its Subsidiaries shall form
or acquire any new Subsidiary that shall constitute a Subsidiary hereunder, the
Borrower and its Subsidiaries will cause such new Subsidiary, to
(i) become a “Subsidiary Guarantor” hereunder, and an “Obligor” under the
Security Agreement pursuant to a Borrower Subsidiary Guarantor Assumption
Agreement, duly completed and executed by such Subsidiary, (ii) deliver
certificates (if any) of ownership interests of any Subsidiaries of such new
Subsidiary in each case accompanied by undated stock or other similar powers
executed in blank 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 Third Restatement Effective Date or as the Administrative Agent shall have
requested.


Notwithstanding
the foregoing, the Borrower shall not be required to cause any Non-Media
Subsidiary of the Borrower (or any of such Subsidiary’s Non-Media Subsidiaries)
to become a “Subsidiary Guarantor” hereunder or an “Obligor” under the Security
Documents, so long as the following requirements are satisfied:  (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);
(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
and (c) at the time of acquisition of such Subsidiary by the Borrower, the
entering into of a Borrower Subsidiary Guarantor Assumption 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 clause (c) above, 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 requirements under the immediately succeeding
paragraph.  In addition, notwithstanding
anything herein to the contrary, the Borrower shall not be required to, or to
cause any of its Subsidiaries to, pledge the Capital Stock of any Non-Media
Subsidiary owned by the Borrower and its Subsidiaries that is not required to
become a Subsidiary Guarantor pursuant to the immediately preceding sentence,
if, at the time of the acquisition of such Non-Media Subsidiary by the
Borrower, such pledge would violate any provision of applicable law or any
agreement to which such Non-Media Subsidiary is a party.


(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
the second paragraph of Section 6.09(a)), the respective Obligor agrees
forthwith to deliver to the Administrative Agent pursuant to the Security
Agreement the certificates (if any) evidencing such Capital Stock, accompanied
by undated stock or other similar powers executed in blank and to take such
other action as the Administrative Agent shall request to perfect the security
interest created therein pursuant to the Security Agreement.



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(c)  Intermediate Holding Company.  In the event the Holding Company shall at any
time wish to cause the Borrower to become an indirectly Wholly Owned Subsidiary
of the Holding Company, the Holding Company shall promptly notify the
Administrative Agent thereof and, as conditions precedent thereto, shall cause
the Subsidiary of the Holding Company that shall become the direct owner of
100% of the Capital Stock of the Borrower (an “Intermediate Holding Company”)
(i) to become (x) a “Guarantor” hereunder pursuant to a written agreement in
form and substance satisfactory to the Administrative Agent and (y) the pledgor
of the Capital Stock of the Borrower under the Security Agreement pursuant to
an amendment thereto in form and substance satisfactory to the Administrative
Agent, (ii) to deliver to the Administrative Agent such proof of corporate
action, incumbency of officers, opinions of counsel and other documents with
respect to such Intermediate Holding Company as is consistent with those
delivered by each Obligor pursuant to Section 5.01 on the Third
Restatement Effective Date or as the Administrative Agent shall have requested
and (iii) to take such other action as the Administrative Agent shall have
requested to perfect the security interest created in such Capital Stock
pursuant to such amendment.  Without limiting
the foregoing, in the event that at any time the Borrower shall become a
directly Wholly Owned Subsidiary of an Intermediate Holding Company in
accordance with the immediately preceding sentence, the Holding Company shall
at all times remain a Guarantor hereunder and, at such time, shall pledge the
Capital Stock of such Intermediate Holding Company under the Security Agreement
pursuant to an amendment thereto in form and substance satisfactory to the
Administrative Agent.  Notwithstanding
anything herein or in the other Loan Documents to the contrary, the Lenders
hereby authorize the Administrative Agent to enter into each such agreement and
amendment contemplated by this paragraph without any further authorization or
action by the Lenders in order to effect the foregoing.


SECTION 6.10.  Designated SBG Subsidiaries.


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



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(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
Guarantor Assumption 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 Third 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: 
(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); (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 and (c) at the time of acquisition of
such Subsidiary by the Holding Company, the entering into of a SBG Subsidiary
Guarantor Assumption 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 clause (c) above, 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 in that
connection to satisfy the requirements under the immediately succeeding
paragraph.  In addition, notwithstanding
anything herein to the contrary, the Holding Company shall not be required to,
or to cause any of its Subsidiaries to, pledge the Capital Stock of any
Non-Media Subsidiary owned by the Holding Company and its Subsidiaries that is
not required to become a Subsidiary Guarantor pursuant to the immediately
preceding sentence, if, at the time of the acquisition of such Non-Media
Subsidiary by the Holding Company, such pledge would violate any provision of
applicable law or any agreement to which such Non-Media Subsidiary is a party.


(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



 73
 









indirectly, with respect to any Indebtedness other
than Non-Recourse Indebtedness and has not guaranteed or otherwise provided
credit support at the time of such removal for any Indebtedness of the Borrower
or any of its Subsidiaries; (iii) any Investment in such Designated SBG
Subsidiary made as a result of such removal shall not violate the provisions of
Section 7.07; (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; 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.


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 Third
Restatement Effective Date and identified in Schedule 7.01(b);



 74
 









(c)  unsecured, senior subordinated or
subordinated Indebtedness of the Borrower (which may be guaranteed on a
subordinated basis by any Subsidiary Guarantor) (such Indebtedness and/or
guarantees being collectively referred to as the “Additional Subordinated
Notes”), provided that (i) no scheduled payments, prepayments,
redemptions or sinking fund or like payments in respect of such Indebtedness
shall be required prior to December 31, 2013, (ii) the terms and
conditions of such Indebtedness shall not be more restrictive on the Borrower
and its Subsidiaries than the terms and conditions customarily found in
subordinated debt of a similar type issued by similar issuers under Rule 144A
or in a public offering as reasonably determined by the Administrative Agent,
and the terms of subordination thereof shall also extend to cover obligations
of the Borrower and its Subsidiaries in respect of any Hedging Agreements to
which the Borrower and any of the Lenders and their respective Affiliates are parties
and (iii) no Default shall have occurred and be continuing at the time of
incurrence of such Indebtedness or would result therefrom;


(d)  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;


(e)  Subordinated Film Indebtedness of the
Borrower and its Subsidiaries in an aggregate principal amount not exceeding
$30,000,000 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;


(f)  Guarantees by one or more of the Borrower and
the Subsidiary Guarantors of the obligations of other Persons (including
Affiliates); provided that the aggregate principal amount of
Indebtedness so guaranteed may not exceed $75,000,000 at any one time
outstanding;


(g)  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 $100,000,000;


(h)  Indebtedness incurred in connection with
capital leases in respect of broadcast towers or equipment of the Borrower or
any of its Subsidiaries, provided that the aggregate principal amount of
such Indebtedness may not exceed $25,000,000 at any one time outstanding;


(i)  off-balance sheet Indebtedness incurred by
the Borrower or any of its Subsidiaries to finance broadcast towers or
equipment on terms satisfactory to the Administrative Agent; provided
that the aggregate principal amount of such Indebtedness may not exceed
$50,000,000 at any one time outstanding;


(j)  senior unsecured Indebtedness of the Borrower
issued after the date hereof in an aggregate principal amount not exceeding
$300,000,000 at any one time outstanding; provided that (i) no
scheduled payments, prepayments, redemptions or sinking fund or like payments
on such Indebtedness shall be required prior to December 31, 2013,
(ii) the



 75
 









terms and conditions of such Indebtedness shall not be
more restrictive on the Borrower and its Subsidiaries than the terms and
conditions customarily found in senior unsecured notes of similar issuers
issued under Rule 144A or in a public offering as reasonably determined by
the Administrative Agent and (iii) no Default shall have occurred and be
continuing at the time of incurrence of such Indebtedness or would result
therefrom;


(k)  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; and


(l)  Indebtedness of the Non-Media Subsidiaries
incurred after the date hereof in an aggregate principal amount not exceeding
$110,000,000 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.


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


(a)  Liens created pursuant to the Security
Documents;


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


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


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


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


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



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(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 referred to in Section 7.01(f), provided
that the aggregate Indebtedness secured thereby shall not exceed $75,000,000 at
any one time outstanding;


(i)  Liens resulting from the defeasance (but only
to extent permitted under Section 7.12) of the Indebtedness under the Note
Indentures in accordance therewith;


(j)  Liens upon real and/or personal property
existing on the date hereof, 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 $5,000,000 in the aggregate at any one time
outstanding;


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


(m)  Liens upon property of any Non-Media
Subsidiary securing Indebtedness of such Non-Media Subsidiary permitted under
Section 7.01(l), provided that the aggregate Indebtedness secured
by Liens upon property of all Non-Media Subsidiaries permitted under this
clause (m) shall not exceed $110,000,000 in the aggregate at any one time
outstanding; and


(n)  any extension, renewal or replacement of the
foregoing, provided that the Liens permitted hereunder shall not be
spread to cover any additional Indebtedness or property (other than a
substitution of like property).


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:



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(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 each Approved Acquisition and any Other Acquisition (including the
exercise of the Cunningham Options), provided that, if applicable:



 78
 









(i)  both immediately prior 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 in compliance with the Total
Indebtedness Ratio under Section 7.11(c), calculated on a pro forma basis
as if such Acquisition had been consummated on the first day of the relevant
period);


(ii)  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, in the case of any such
Approved Acquisition or if the aggregate consideration for any Other
Acquisition and all Other Acquisitions permitted under this clause (e)
and consummated after the date hereof which have not been approved by a
Final FCC Order is equal to or less than $300,000,000 in the aggregate or


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


(iii)  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;


(iv)  if the Aggregate Consideration for such
Acquisition is equal to or greater than $75,000,000, 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 or
sub-clause


(vi)  of this clause (e);


(v)  if the Aggregate Consideration for such
Acquisition is equal to or greater than $75,000,000, 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



 79
 









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


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


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


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


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


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


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


(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 25%;



 80
 









(B)  the EBITDA Percentage attributable to all
other such assets sold or exchanged pursuant to this clause (iii) since the
Third Restatement Effective Date shall not exceed 50%;


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


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


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


(d)  the Borrower or any of its Subsidiaries may
dispose of additional property for fair market value, provided that the
aggregate fair market value of such additional property disposed of by the
Borrower and its Subsidiaries in any fiscal year may not exceed $100,000,000;


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


(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; and


(g) Approved
Dispositions.


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



 81
 









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(d);


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


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


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


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


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


(i)  additional
Investments, provided that no Default shall have occurred and be
continuing at the time of the making of each such Investment or would result
therefrom;


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 that, so long as no Default exists
at the time of making such Restricted Payment or would result therefrom:


(a)  the Borrower may pay cash dividends on its
common stock (i) in an aggregate amount not to exceed $100,000,000 or
(ii) without regard to amount, if at the time of the declaration and
making of, and after giving effect to, such dividends, the Total Indebtedness
Ratio shall not be greater than 5.00 to 1;



 82
 









(b)  the Borrower may pay cash dividends on its
common stock that will be used by the Holding Company solely for the purpose of
repaying, repurchasing and/or redeeming the Holding Company’s 6% Convertible
Subordinated Debentures due 2012 in existence on the Third Restatement
Effective Date;


(c)  the Borrower may pay cash dividends on its
common stock, pay management fees and/or make royalty fee payments to the
Holding Company that will be used by the Holding Company solely to pay general
and administrative expenses of the Holding Company in an aggregate amount not
to exceed $15,000,000 for any period of twelve consecutive full calendar
months; and


(d)  the Borrower may pay cash dividends on its
common stock if, at the time of the declaration and making of, and after giving
effect to, each such dividend, the Borrower shall be in pro forma compliance
Section 7.11(a).


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 Subsidiaries not involving any other Affiliate;


(c)  any Restricted Payment permitted under
Section 7.08; and


(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.



 83
 









SECTION 7.10.  Restrictive Agreements.  The Borrower will not, nor will it permit any
of its Subsidiaries to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its Capital Stock or to make or repay loans or
advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness
of the Borrower or any other Subsidiary; provided that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 7.10 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided
that such restrictions and conditions apply only to the Subsidiary that is to
be sold and such sale is permitted hereunder, (iv) the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to
(x) secured Indebtedness permitted by this Agreement if such restrictions
or conditions apply only to the property or assets securing such Indebtedness
or (y) Indebtedness permitted under clause (c), (d) or (j) of
Section 7.01 but only to the extent that such restrictions are no more
onerous on the Borrower and its Subsidiaries than the restrictions contained in
the Existing Senior Subordinated Note 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)  Fixed Charges Ratio. The Borrower will
not permit the Fixed Charges Ratio on any date to be less than 1.05 to 1.


(b)  Senior Indebtedness Ratio.  The Borrower will not permit the Senior
Indebtedness Ratio on any date to be greater than 5.50 to 1.


(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 Third
  Restatement Effective Date

  	
   

  	
   

  	
   

  
	
  through December 31, 2007

  	
   

  	
  7.00 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2008

  	
   

  	
   

  	
   

  
	
  through December 31, 2008

  	
   

  	
  6.75 to 1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  From January 1,
  2009

  	
   

  	
   

  	
   

  
	
  and at all times
  thereafter

  	
   

  	
  6.50 to 1

  	
   

  






 



 84
 









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 Subordinated Indebtedness or any Senior
Notes, except for: (a) regularly scheduled payments of principal and
interest in respect thereof required pursuant to the instruments evidencing
such Indebtedness; and (b) the purchase, redemption, retirement or other
acquisition or defeasance of any Subordinated Indebtedness or Senior Notes
(together with any premium and accrued interest payable therein), 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, 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 any Program Services Agreement, Outsourcing
Agreement, Subordinated Debt Document or Senior Note Document, 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 of the Subordinated Debt Documents and the Senior Note Documents, 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 Notes
and the Guarantees of any Subsidiary Guarantor in respect thereof) as “Designated
Senior Indebtedness” or “Designated Guarantor Senior Indebtedness” (or
equivalent terms), in each case under and as defined in any Senior Subordinated
Note Indenture.


SECTION 7.14.  License Subsidiaries.


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


(b)  Notwithstanding anything herein to the
contrary, the Borrower shall not permit any License Subsidiary to: (i) create,
incur, assume or have outstanding any Indebtedness or other liabilities or
obligations except for obligations under the Loan Documents 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



 85
 









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 Agreement) 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.


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 and
(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



 86
 









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%.  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

  	
   

  	
  $

  	
  32,750,000

  	
   

  
	
  WNUV-TV

  	
   

  	
  $

  	
  21,850,000

  	
   

  
	
  WRGT-TV

  	
   

  	
  $

  	
  8,450,000

  	
   

  
	
  WTAT-TV

  	
   

  	
  $

  	
  6,700,000

  	
   

  
	
  WVAH-TV

  	
   

  	
  $

  	
  1,950,000

  	
   

  
	
  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 2006, $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 (a “Cure Right 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 (an “Acquisition
Agreement”); provided that the Borrower or any of its Subsidiaries
may enter into or suffer to exist any Cure Right Agreement for the benefit of
the lenders to any PSA Counterparty, as the case may be, to the extent that
such lenders (or an agent on behalf of such lenders) has a security interest in
the Acquisition Agreement to which such Cure Right Agreement relates.


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.



 87
 









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 (as defined in
the Security Agreement) owned by the Holding Company as provided herein and in
the Security Agreement, (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).


(b)  Guarantees by Holding Company.  The Holding Company will not, nor will it
permit any of the Designated SBG Subsidiaries to, guarantee any Subordinated
Indebtedness of the Borrower or any of its Subsidiaries unless each such
guarantee (i) 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 Existing Senior Subordinated Note Indentures and (ii) contains other
terms and conditions not more restrictive on the Holding Company and its
Subsidiaries than those contained herein and in the Existing Senior
Subordinated Note Indentures.


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



 88















 


(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 or 6.10 or in Article VII,
or any Obligor shall default in the performance of any of its obligations
contained in Section 4.02 or 5.02 of the Security Agreement; or


(e)  any Obligor shall fail to observe or perform
any covenant, condition or agreement contained in this Agreement (other than
those specified in clause (a), (b) or (d) of this Article) or any
other Loan Document to which it is a party and such failure shall continue
unremedied for a period of 30 or more days after notice thereof from the
Administrative Agent (given at the request of any Lender) to the Borrower; or


(f)  the Borrower, any Guarantor or any other
Designated SBG Subsidiary shall default in the payment when due of any
principal of or interest on any of its other Indebtedness aggregating
$25,000,000 or more (for all such Persons), or in the payment when due of any
amount under any Hedging Agreement for a notional principal amount exceeding
$25,000,000 (for all such Persons); or any event specified in any note,
agreement, indenture or other document evidencing or relating to any such
Indebtedness or any event specified in any Hedging Agreement shall occur if the
effect of such event is to cause, or (with the giving of any notice or the
lapse of time or both) to permit the holder or holders of such Indebtedness (or
a trustee or agent on behalf of such holder or holders) to cause, such
Indebtedness to become due, or to be prepaid in full (whether by redemption,
purchase, offer to purchase or otherwise), prior to its stated maturity or to
have the interest rate thereon reset to a level so that securities evidencing
such Indebtedness trade at a level specified in relation to the par value
thereof or, in the case of a Hedging Agreement, to permit the payments owing
under such Hedging Agreement to be liquidated; or


(g)  an involuntary proceeding shall be commenced
or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of the Borrower, any Guarantor, any
other Designated SBG Subsidiary or any Material Third-Party Licensee or its
debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower, any Guarantor,
any other Designated SBG Subsidiary or any Material Third-Party Licensee or for
a substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for a period of 60 or more days or an order
or decree approving or ordering any of the foregoing shall be entered; or



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(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
Senior Subordinated Note Indenture or Senior Note Indenture; or



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(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)  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


(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



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Services
Agreements shall default in any of its respective obligations thereunder and
the Broadcast Cash Flow attributable to the Contract Station(s) subject to
such Program Services Agreement(s), either individually or in the aggregate,
for the most recent twelve month period is equal to or greater than 10% of
Broadcast Cash Flow for such period; or


(t)  there shall have been asserted against the
Borrower, any Guarantor, any other Designated SBG Subsidiary or any
Unrestricted Subsidiary any claim with respect to any Environmental Liability
that, in the judgment of the Required Lenders, is reasonably 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 either or both
of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(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.


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.



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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.


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



 93
 









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 Agreement) release all or substantially all of the
collateral or terminate any Lien with respect thereto under the Security
Agreement or alter the relative priorities of the obligations entitled to the
benefits of the Liens created 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.



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Notwithstanding
anything herein to the contrary, the Sole Lead Arranger and Sole Bookrunner,
the Syndication Agents and the Documentation Agents named on the cover page of
this Agreement shall have no duties or responsibilities hereunder except in
their respective capacity, if any, as a Lender.


ARTICLE X


MISCELLANEOUS


SECTION 10.01.  Notices.  (a) 
Except in the case of notices and other communications expressly
permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:


(i)  if to the Borrower or any Subsidiary
Guarantor, to it at Sinclair Television Group, Inc., 10706 Beaver Dam Road,
Cockeysville, 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, Cockeysville, 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 of
Loan and Agency Services (Telephone No. (713) 750-7919; Telecopy
No. (713) 750-2358), with a copy to JPMorgan Chase Bank, N.A., 270 Park
Avenue, New York 10017, Attention of Tracey Ewing (Telephone No. (212)
270-8916; 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 Gina
Thomas (Telephone No. (813) 432-6356; Telecopy No. (813) 432-5161),
with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York 10017,
Attention of Tracey Ewing (Telephone No. (212) 270-8916; 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 of
Loan and Agency Services (Telephone No. (713) 750-7919; Telecopy
No. (713) 750-2358), with a copy to JPMorgan Chase Bank, N.A., 270 Park
Avenue, New York 10017, Attention of Tracey Ewing (Telephone No. (212)
270-8916; Telecopy No. (212) 270-5127); and



 95
 









(vi)  if to any other Lender, to it at its address
(or telecopy number) set forth in its Administrative Questionnaire.


(b)  Notices and
other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant
to Article II unless otherwise agreed by the Administrative Agent and the
applicable Lender.  The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications.


(c)  Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All notices and other communications given to
any party hereto in accordance with the provisions of this Agreement shall be
deemed to have been given on the date of receipt.


SECTION 10.02.  Waivers; Amendments.  (a)  No
failure or delay by the Administrative Agent, the Issuing Lender or any Lender
in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies
of the Administrative Agent, the Issuing Lender and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by any Obligor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effec­tive only in the specific instance and for the purpose for which
given.  Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Lender may have had notice or
knowledge of such Default at the time.


(b)  Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any
Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal
amount of any Loan or LC Disbursement, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment,
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby, (iv) change
Section 2.16(c) or (d) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, (v) change any of the provisions of this Section or the definition
of “Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend 



 96
 









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 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 in connection with any workout,
restructuring or negotiations in respect thereof 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 Agreement or any other document referred to
therein.



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(b)  The
Borrower shall indemnify the Administrative Agent, the Issuing Lender and each
Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance
by the parties hereto of their respective obligations hereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.


(c)  To the
extent that the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent, the Issuing Lender or the Swing Line Lender under
paragraph (a) or (b) of this Section, each Lender severally agrees to
pay to the Administrative Agent, the Issuing Lender or the Swing Line Lender,
as the case may be, such Lender’s Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought)
of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, the Issuing
Lender or the Swing Line Lender in its capacity as such.


(d)  To the
extent permitted by applicable law, no Obligor shall assert, and each Obligor
hereby waives, any claim against any Indemnitee, on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.


(e)  All amounts
due under this Section shall be payable promptly after written demand therefor.


SECTION 10.04.  Successors and Assigns.  (a) 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Lender that issues any
Letter of Credit), except that (i) no Obligor may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by any Obligor
without such consent shall be null and void) and (ii) no Lender may assign
or otherwise transfer its rights or obligations hereunder except in accordance



 98
 









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 Term 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 or an Affiliate of a Lender or an assignment
of the entire remaining amount of the assigning Lender’s Commitment, the amount
of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 (or, in the case of Term Loans or Incremental Term Loans,
$1,000,000) and, after giving effect to such assignment, the assigning Lender
shall not have Commitment(s) and/or Loan(s) less than $5,000,000,
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 under Article VIII 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;



 99
 









(C) the
parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500; and


(D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.


(iii)  Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obliga­tions under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of
Sections 2.13, 2.14, 2.15 and 10.03). 
Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (c) of this Section.


(iv)  The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Lender and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be
available for inspection by the Borrower, the Issuing Lender and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.


(v)  Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any
written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No assignment shall be effective for purposes
of this Agreement unless it has been recorded in the Register as provided in
this paragraph.



 100
 









(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



 101
 









representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstand­ing and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. 
The provisions of Sections 2.13, 2.14, 2.15, 3.03 and 10.03 and
Article IX shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof.


SECTION 10.06.  Counterparts; Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which 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



 102
 









or
relating to this Agreement, or for recognition or enforcement of any judgment,
and each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in
such Federal court.  Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. 
Nothing in this Agreement shall affect any right that the Administrative
Agent, the Issuing Lender or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against any Obligor or its proper­ties
in the courts of any jurisdiction.


(c)  Each
Obligor hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or here­after
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of
this Section.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


(d)  Each party
to this Agreement irrevocably consents to service of process in the manner provided
for notices in Section 10.01. 
Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.


SECTION 10.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREE­MENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


SECTION 10.11.  Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.


SECTION 10.12.  Confidentiality.  Each of the Administrative Agent, the Issuing
Lender and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed
(a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority,
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this



 103
 









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



 104
 









party.  In each case referred to in the foregoing
clauses (a) and (b), the Borrower shall reimburse the Administrative
Agent or such Lender for any such payment, and shall indemnify the
Administrative Agent or such Lender for any and all costs and expenses
(including the fees and expenses of counsel) incurred by the Administrative
Agent or such Lender in connection with any such performance, in each case with
interest, at the Alternate Base Rate plus the Applicable Rate,
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 Rate, 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 (Title III of Pub. L.
107-56 (signed into law October 26, 2001)), 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.  On the Third Restatement Effective Date, the
Existing Credit Agreement shall be amended and restated in its entirety.  The parties hereto acknowledge and agree that
(i) this Agreement and the other Loan Documents, whether executed and
delivered in connection herewith or otherwise, do not constitute a novation,
payment and reborrowing, or termination of the obligations under the Existing
Credit Agreement as in effect immediately prior to the Third Restatement
Effective Date and which remain outstanding, (ii) such obligations are in
all respects continuing (as amended and restated hereby), (iii) the Liens
and security interests as granted under the Security Documents securing payment
of such obligations are in all respects continuing and in full force and effect
and (iv) references in the Security Documents to the “Credit Agreement”
(or words of like import) shall be deemed to be references to this Agreement,
and to the extent necessary to effect the foregoing, each such Security
Document is hereby deemed amended accordingly.


 



 105















 


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

  	
   

  	
   

  
	
   

  	
   

  	
  Cockeysville, Maryland 21030

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax I.D. Number for the Borrower:

  
	
   

  	
   

  	
  55-0829972

  	
   

  	
   

  
									




 106
 









 


	
  

  	
   

  	
  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

  	
   

  	
   

  
	
   

  	
   

  	
  Cockeysville, Maryland 21030

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tax I.D. Number for the Holding Company:

  
	
   

  	
   

  	
  52-1494660

  	
   

  	
   

  
									




 107
 









 


	
  

  	
   

  	
  SUBSIDIARY GUARANTORS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KSMO, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  	
   

  	
   

  
	
   

  	
   

  	
  KSMO LICENSEE, 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.

  	
   

  	
   

  




 108
 









 


	
  

  	
   

  	
  NEW YORK TELEVISION, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  BIRMINGHAM (WABM-TV) LICENSEE, INC.

  
	
   

  	
   

  	
  RALEIGH (WRDC-TV) LICENSEE, INC.

  
	
   

  	
   

  	
  SAN ANTONIO (KRRT-TV) LICENSEE, INC.

  
	
   

  	
   

  	
  WVTV LICENSEE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR PROPERTIES, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR PROPERTIES II, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KBSI LICENSEE L.P.

  	
   

  	
   

  
	
   

  	
   

  	
  WMMP LICENSEE L.P.

  	
   

  	
   

  
	
   

  	
   

  	
  WSYT LICENSEE L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Properties, LLC, General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WEMT LICENSEE L.P.

  	
   

  	
   

  
	
   

  	
   

  	
  WKEF LICENSEE L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Properties II, LLC, General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WGME LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WGME, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WICD LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  WICS LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  KGAN LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									




 109
 









 


	
  

  	
   

  	
  WCGV LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WCGV, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SCI — INDIANA LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  KUPN LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  WEAR LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  WFGX LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Media II, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WLFL LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  WRDC, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WLFL, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTTO LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WTTO, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTWC LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WTWC, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WGGB LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WGGB, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KOCB LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  KOCB, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WDKY LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  KOKH, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WDKY, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KOKH LICENSEE, LLC,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  KOKH, LLC, Member of KOKH Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  WDKY, Inc., Member of KOKH, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WUPN LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  WUTV LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  WXLV LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Television of Buffalo, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									




 110
 









 


	
  

  	
   

  	
  WUXP LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Television of Tennessee, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WCHS LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Media III, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR FINANCE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  KLGT, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WZTV LICENSEE, LLC

  	
   

  
	
   

  	
   

  	
  WVAH LICENSEE, LLC

  	
   

  
	
   

  	
   

  	
  WNAB Licensee, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Television of Nashville, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WMSN LICENSEE, LLC

  
	
   

  	
   

  	
  WUHF LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Television Company, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTAT LICENSEE, LLC

  
	
   

  	
   

  	
  WRLH LICENSEE, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Television of Charleston, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WRGT LICENSEE, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  Sinclair Television of Dayton, Inc., Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR NEWSCENTRAL, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  CHESAPEAKE TELEVISION LICENSEE, LLC

  
	
   

  	
   

  	
  KABB LICENSEE, LLC

  	
   

  	
   

  
	
   

  	
   

  	
  SCI-SACRAMENTO 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
									




 111
 









 


	
  

  	
   

  	
  SINCLAIR PROGRAMMING COMPANY, LLC

  
	
   

  	
   

  	
  SINCLAIR COMMUNICATIONS, LLC

  
	
   

  	
   

  	
  INTERNET PROJECTS, 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
										




 112
 









 


	
  

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  as Swing Line Lender, as Issuing Lender and as

  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Tracey Navin Ewing

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   Tracey Navin
  Ewing

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   Vice
  President

  
											



 


 



 113














 


Schedule
1.01(a)


SBG
Subsidiary Guarantors


1. KDSM, LLC


2. KDSM Licensee, LLC















 


Schedule 1.01(c)


Existing Senior Subordinated Note Indentures


1.               Indenture, dated as of December 10, 2001, as
heretofore amended, among Sinclair Television Group, Inc. (as issuer), the
Guarantors named therein (as guarantors) and First Union National Bank (as
trustee).


2.               Indenture,
dated as of March 14, 2002, as heretofore amended, among Sinclair Television
Group, Inc. (as issuer), the Guarantors named therein (as guarantors) and First
Union National Bank (as trustee).















 


Schedule 1.01(d)


Unrestricted Subsidiaries


	
  1.

  	
   

  	
  Sinclair Radio of St. Louis, Inc.

  
	
  2.

  	
   

  	
  Tuscaloosa Broadcasting, Inc.

  
	
  3.

  	
   

  	
  Highwoods Joint Venture

  



 















 


 Schedule 1.03


Owned And Contract Stations


 


	
  

  Market

  	
   

  	
  

  Stations

  	
   

  	
  

  Status

  	
   

  	
  

  Channel

  	
   

  	
  

  Affiliation

  	
   

  	
  

  License Subsidiary

  
	
  Minneapolis/St. Paul,

     Minnesota

  	
   

  	
  WUCW (f/k/a KMWB)

  	
   

  	
  Owned

  	
   

  	
  23

  	
   

  	
  CW

  	
   

  	
  KLGT Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tampa, Florida

  	
   

  	
  WTTA

  	
   

  	
  Contract

  	
   

  	
  38

  	
   

  	
  MNT

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pittsburgh, Pennsylvania

  	
   

  	
  WPGH

  	
   

  	
  Owned

  	
   

  	
  53

  	
   

  	
  FOX

  	
   

  	
  WPGH Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WPMY (f/k/a WCWB)

  	
   

  	
  Owned

  	
   

  	
  22

  	
   

  	
  MNT

  	
   

  	
  WCWB Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  St. Louis, Missouri

  	
   

  	
  KDNL

  	
   

  	
  Owned

  	
   

  	
  30

  	
   

  	
  ABC

  	
   

  	
  KDNL Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baltimore, Maryland

  	
   

  	
  WBFF

  	
   

  	
  Owned

  	
   

  	
  45

  	
   

  	
  FOX

  	
   

  	
  Chesapeake Television Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WNUV

  	
   

  	
  Contract

  	
   

  	
  54

  	
   

  	
  CW

  	
   

  	
  N/A

  












 


	
  

  Market

  	
   

  	
  

  Stations

  	
   

  	
  

  Status

  	
   

  	
  

  Channel

  	
   

  	
  

  Affiliation

  	
   

  	
  

  License Subsidiary

  
	
  Raleigh/Durham, NorthCarolina

  	
   

  	
  WLFL

  	
   

  	
  Owned

  	
   

  	
  22

  	
   

  	
  CW

  	
   

  	
  WLFL Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WRDC

  	
   

  	
  Owned

  	
   

  	
  28

  	
   

  	
  MNT

  	
   

  	
  Raleigh (WRDC-TV) Licensee, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cincinnati, Ohio

  	
   

  	
  WSTR

  	
   

  	
  Owned

  	
   

  	
  64

  	
   

  	
  MNT

  	
   

  	
  WSTR Licensee, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Milwaukee, Wisconsin

  	
   

  	
  WCGV

  	
   

  	
  Owned

  	
   

  	
  24

  	
   

  	
  MNT

  	
   

  	
  WCGV Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WVTV

  	
   

  	
  Owned

  	
   

  	
  18

  	
   

  	
  CW

  	
   

  	
  WVTV Licensee, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nashville, Tennessee

  	
   

  	
  WZTV

  	
   

  	
  Owned

  	
   

  	
  17

  	
   

  	
  FOX

  	
   

  	
  WZTV Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WUXP

  	
   

  	
  Owned

  	
   

  	
  30

  	
   

  	
  MNT

  	
   

  	
  WUXP Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WNAB

  	
   

  	
  Contract/

  	
   

  	
  58

  	
   

  	
  CW

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
  Ownership

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Pending

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Columbus, Ohio

  	
   

  	
  WTTE

  	
   

  	
  Contract

  	
   

  	
  28

  	
   

  	
  FOX

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WSYX

  	
   

  	
  Owned

  	
   

  	
  6

  	
   

  	
  ABC

  	
   

  	
  WSYX Licensee, Inc.

  












 


	
  

  Market

  	
   

  	
  

  Stations

  	
   

  	
  

  Status

  	
   

  	
  

  Channel

  	
   

  	
  

  Affiliation

  	
   

  	
  

  License Subsidiary

  
	
  Asheville, North
  Carolina

  and Greenville/ Spartanburg/Anderson, 

  South Carolina

  	
   

  	
  WMYA (f/k/a WBSC)

  	
   

  	
  Contract/Owner-ship Pending

  	
   

  	
  40

  	
   

  	
  MNT

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WLOS

  	
   

  	
  Owned

  	
   

  	
  13

  	
   

  	
  ABC

  	
   

  	
  WLOS Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  San Antonio, Texas

  	
   

  	
  KABB

  	
   

  	
  Owned

  	
   

  	
  29

  	
   

  	
  FOX

  	
   

  	
  KABB Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KMYS (f/k/a KRRT)

  	
   

  	
  Owned

  	
   

  	
  35

  	
   

  	
  MNT

  	
   

  	
  San Antonio (KRRT-TV) Licensee, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norfolk, Virginia

  	
   

  	
  WTVZ

  	
   

  	
  Owned

  	
   

  	
  33

  	
   

  	
  MNT

  	
   

  	
  WTVZ Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Buffalo, New York

  	
   

  	
  WUTV

  	
   

  	
  Owned

  	
   

  	
  29

  	
   

  	
  FOX

  	
   

  	
  WUTV Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WNYO

  	
   

  	
  Owned

  	
   

  	
  49

  	
   

  	
  MNT

  	
   

  	
  New York Television, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oklahoma City, Oklahoma

  	
   

  	
  KOCB

  	
   

  	
  Owned

  	
   

  	
  34

  	
   

  	
  CW

  	
   

  	
  KOCB Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KOKH

  	
   

  	
  Owned

  	
   

  	
  25

  	
   

  	
  FOX

  	
   

  	
  KOKH Licensee, LLC

  












 


	
  

  Market

  	
   

  	
  

  Stations

  	
   

  	
  

  Status

  	
   

  	
  

  Channel

  	
   

  	
  

  Affiliation

  	
   

  	
  

  License Subsidiary

  
	
  Greensboro/Winston-Salem/High
  

  Point, North Carolina

  	
   

  	
  WXLV

  	
   

  	
  Owned

  	
   

  	
  45

  	
   

  	
  ABC

  	
   

  	
  WXLV Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WMYV (f/k/a WUPN)

  	
   

  	
  Owned

  	
   

  	
  48

  	
   

  	
  MNT

  	
   

  	
  WUPN Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Birmingham, Alabama

  	
   

  	
  WTTO

  	
   

  	
  Owned

  	
   

  	
  21

  	
   

  	
  CW

  	
   

  	
  WTTO Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WABM

  	
   

  	
  Owned

  	
   

  	
  68

  	
   

  	
  MNT

  	
   

  	
  Birmingham (WABM-TV) Licensee, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dayton, Ohio

  	
   

  	
  WKEF

  	
   

  	
  Owned

  	
   

  	
  22

  	
   

  	
  ABC

  	
   

  	
  WKEF Licensee L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WRGT

  	
   

  	
  Contract

  	
   

  	
  45

  	
   

  	
  FOX

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Charleston/Huntington,

  West Virginia

  	
   

  	
  WCHS

  	
   

  	
  Owned

  	
   

  	
  8

  	
   

  	
  ABC

  	
   

  	
  WCHS Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WVAH

  	
   

  	
  Contract

  	
   

  	
  11

  	
   

  	
  FOX

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richmond, Virginia

  	
   

  	
  WRLH

  	
   

  	
  Owned

  	
   

  	
  35

  	
   

  	
  FOX

  	
   

  	
  WRLH Licensee, LLC

  












 


	
  

  Market

  	
   

  	
  

  Stations

  	
   

  	
  

  Status

  	
   

  	
  

  Channel

  	
   

  	
  

  Affiliation

  	
   

  	
  

  License Subsidiary

  
	
  Las Vegas, Nevada

  	
   

  	
  KVMY (f/k/a KVWB)

  	
   

  	
  Owned

  	
   

  	
  21

  	
   

  	
  MNT

  	
   

  	
  KUPN Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KVCW (f/k/a KFBT)

  	
   

  	
  Owned

  	
   

  	
  33

  	
   

  	
  CW

  	
   

  	
  Channel 33, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mobile, Alabama
  and 

  Pensacola, Florida

  	
   

  	
  WEAR

  	
   

  	
  Owned

  	
   

  	
  3

  	
   

  	
  ABC

  	
   

  	
  WEAR Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WFGX

  	
   

  	
  Owned

  	
   

  	
  35

  	
   

  	
  MNT

  	
   

  	
  WFGX Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flint/Saginaw/Bay

  City, Michigan

  	
   

  	
  WSMH

  	
   

  	
  Owned

  	
   

  	
  66

  	
   

  	
  FOX

  	
   

  	
  WSMH Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lexington, Kentucky

  	
   

  	
  WDKY

  	
   

  	
  Owned

  	
   

  	
  56

  	
   

  	
  FOX

  	
   

  	
  WDKY Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Des Moines, Iowa

  	
   

  	
  KDSM

  	
   

  	
  Owned

  	
   

  	
  17

  	
   

  	
  FOX

  	
   

  	
  KDSM Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Syracuse, New York

  	
   

  	
  WSYT

  	
   

  	
  Owned

  	
   

  	
  68

  	
   

  	
  FOX

  	
   

  	
  WSYT Licensee L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WNYS

  	
   

  	
  Contract

  	
   

  	
  43

  	
   

  	
  MNT

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rochester, New York

  	
   

  	
  WUHF

  	
   

  	
  Owned

  	
   

  	
  31

  	
   

  	
  FOX

  	
   

  	
  WUHF Licensee, LLC

  












 


	
  

  Market

  	
   

  	
  

  Stations

  	
   

  	
  

  Status

  	
   

  	
  

  Channel

  	
   

  	
  

  Affiliation

  	
   

  	
  

  License Subsidiary

  
	
  Paducah,
  Kentucky and Cape Girardeau, Missouri

  	
   

  	
  KBSI

  	
   

  	
  Owned

  	
   

  	
  23

  	
   

  	
  FOX

  	
   

  	
  KBSI Licensee L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WDKA

  	
   

  	
  Contract

  	
   

  	
  49

  	
   

  	
  MNT

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Portland, Maine

  	
   

  	
  WGME

  	
   

  	
  Owned

  	
   

  	
  13

  	
   

  	
  CBS

  	
   

  	
  WGME Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Madison, Wisconsin

  	
   

  	
  WMSN

  	
   

  	
  Owned

  	
   

  	
  47

  	
   

  	
  FOX

  	
   

  	
  WMSN Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cedar Rapids, Iowa

  	
   

  	
  KGAN

  	
   

  	
  Owned

  	
   

  	
  2

  	
   

  	
  CBS

  	
   

  	
  KGAN Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Springfield, Massachusetts

  	
   

  	
  WGGB

  	
   

  	
  Owned

  	
   

  	
  40

  	
   

  	
  ABC

  	
   

  	
  WGGB Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peoria/Bloomington, Illinois

  	
   

  	
  WYZZ

  	
   

  	
  Owned

  	
   

  	
  43

  	
   

  	
  FOX

  	
   

  	
  WYZZ Licensee, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Charleston, South Carolina

  	
   

  	
  WMMP

  	
   

  	
  Owned

  	
   

  	
  36

  	
   

  	
  MNT

  	
   

  	
  WMMP Licensee L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WTAT

  	
   

  	
  Contract

  	
   

  	
  24

  	
   

  	
  FOX

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tallahassee, Florida

  	
   

  	
  WTWC

  	
   

  	
  Owned

  	
   

  	
  40

  	
   

  	
  NBC

  	
   

  	
  WTWC Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tuscaloosa, Alabama

  	
   

  	
  WDBB

  	
   

  	
  Contract

  	
   

  	
  17

  	
   

  	
  CW

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Springfield/Champaign, Illinois

  	
   

  	
  WICS

  	
   

  	
  Owned

  	
   

  	
  20

  	
   

  	
  ABC

  	
   

  	
  WICS Licensee, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WICD

  	
   

  	
  Owned

  	
   

  	
  15

  	
   

  	
  ABC

  	
   

  	
  WICD Licensee, LLC

  



 















 


Schedule 4.01


Exceptions to Good Standing


1.             Sinclair Television of Tennessee,
Inc., a Delaware
corporation qualified to do business in the state of Tennessee.


2.             Sinclair Television of Nashville,
Inc., a Tennessee
corporation qualified to do business in the state of West Virginia.


Sinclair
Television of Tennessee, Inc. and Sinclair Television of Nashville, Inc., are
not in good standing in the state of Tennessee due to an audit by the Tennessee
Department of Revenue on their franchise tax returns for the periods from 2001
to 2004.  As a result of the audit the
Tennessee Department of Revenue assessed both companies additional franchise
taxes which both companies are currently contesting.  The companies will not be put back into good
standing until the matter is resolved.















 


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 and has not indicated it would do so as
part of its 2006 quadrennial review.  We
cannot predict when, or if, the FCC will conduct any such review of
grandfathered LMAs.


Some of our
non-grandfathered LMAs would be required to be terminated under the 1999 rules,
but the termination of those LMAs was stayed by the U.S. Court of Appeals for
the D.C. Circuit.  Under the FCC
ownership rules adopted in 2003, we would be allowed to continue to program
most of the stations with which we have an LMA.  In the absence of a
waiver, the 2003 rules would require us to terminate or modify three of our
LMAs in markets where both the station we own and the station with which we
have an LMA are ranked among the top four stations in their particular
designated market area.  The FCC’s 2003 ownership rules include specific
provisions permitting waivers of this “top four restriction.”  Although
there can be no assurances, we have studied the application of the 2003 rules
to our markets and believe we are qualified for waivers.  The 2003 rules
have been stayed by the U.S. Court of Appeals for the Third Circuit and are on
remand to the FCC.  Because the 2003 ownership rules have been remanded,
it is not clear if we will be required to terminate or modify our LMAs in
markets where we have such arrangements.


On April 22, 2003 an EEOC charge was filed by Richard
Enderwood, a former KOKH research director claiming age discrimination
after he was terminated for cause.  The
charge resulted in a lawsuit which we received on December 29, 2003.  We were granted a motion to dismiss in part
on May 24, 2004 and a motion for summary judgment on June 8, 2006.  On August 10, 2006 a Motion for Costs was
granted in amount of $7,370.24 in our favor and we will begin the garnishment
process.  On November 2006 appellate
briefs were filed and a decision is pending.


On June 1, 2006 a
complaint from Holiday Organization, Inc. was received against Builder1440 and
co-defendant Builder MT alleging that the software sold to plaintiff did not
work properly. Holiday Organization, Inc. is demanding a $125,000 refund and
$1,000,000 in damages to its operations. 
On July 28, 2006 an answer and counterclaim for unpaid maintenance fees
was filed and in October 2006 initial disclosures were filed and discovery
commenced.


On May 2, 2006 a
complaint against KDSM and SBG by Sun Media claimed copyright infringement,
breach of contract, and misappropriation of trade secrets.  On May 12, 2006 Sun Media offered to settle
for $550,000.  A trial is scheduled for
February 18, 2008 and initial disclosures have been filed.











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.


In
October 2006, Mediacom Communications Corporation (“Mediacom”) filed a
complaint and motion for preliminary injunction in a federal district court in
Iowa asserting that the we had violated the federal antitrust laws, conducted
tortious interference with contracts and business expectations, and engaged in
unfair competition.  We opposed the
motion.  Subsequently, the court issued
an order denying Mediacom’s motion for preliminary injunction, and Mediacom
filed an appeal of that order, which it subsequently withdrew.  An answer to the complaint is currently due
on December 28, 2006.  On October 31,
2006, Mediacom filed with the FCC an Emergency Retransmission Consent Complaint
and other associated pleadings, essentially alleging the same violations
described above and also arguing that we failed to negotiate retransmission
consent in good faith, as required by the Communications Laws.  Mediacom also separately filed a pleading
with the FCC opposing the grant of the license renewal applications of
thirty-nine stations licensed to us or receiving services from us, for the
reasons stated above.  We opposed all of
Mediacom’s FCC filings.  The FCC
complaint proceeding and the license renewal proceedings are 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.















 


Schedule
4.06(b)


Environmental
Matters


None














  
  


 


Schedule 4.13(a)


Material Indebtedness


1.               Second Amended and
Restated Credit Agreement, dated as of May 12, 2005, between Sinclair
Television Group, Inc. (as borrower), various subsidiaries of Sinclair
Broadcast Group, Inc. party thereto and Sinclair Broadcast Group, Inc. (as
guarantors), various lenders (as lenders) and JPMorgan Chase Bank (as agent).


2.               $21.0 million Master Lease
Agreement, dated December 1, 2000, between Sinclair Communications, Inc. (as
lessee) and American Tower L.P. (as lessor) for tower space.


3.               $7.0 million Lease
Agreement, dated May 25, 2000, between Sinclair Broadcast Group, Inc. (as
lessee) and Beaver Dam Limited Liability Company (as lessor) for building space
located at 10706 Beaver Dam Rd, Cockeysville, MD.


4.               (With #3, above) $7.0
million Lease Agreement, dated December 18, 1998, between Sinclair
Communications, Inc. (as lessee) and Beaver Dam Limited Liability Company (as
lessor) for building space located at 10706 Beaver Dam Rd, Cockeysville, MD.


5.               $310.0 million 8.75% Indenture,
dated as of December 10, 2001, as heretofore amended, among Sinclair Television
Group, Inc. (as borrower), the Guarantors named therein (as guarantors) and
Wachovia Bank, National Association (formerly First Union National Bank) (as
trustee), of which $307.4 million is currently outstanding.


6.               Mark to market of existing
interest rate derivative transactions.


7.               $300.0 million 8.0%
Indenture, dated as of March 14, 2002, as heretofore amended, among Sinclair
Television Group, Inc. (as issuer), the Guarantors named therein (as
guarantors) and Wachovia Bank, National Association (formerly 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
$618.3 million is currently outstanding.


8.               $34.5 million Credit
Agreement, dated March 20, 2003 between Cunningham Broadcasting Corporation.
(as borrower), the Subsidiary Guarantors named therein (as guarantors) and JP
Morgan Chase (as administrative agent), as amended.


9.               $150.0 million 4.875% Convertible Indenture,
dated July 15, 2003 among Sinclair Broadcast Group, Inc. (as issuer), the
Guarantors named therein and Wachovia Bank, National Association (formerly First
Union National Bank) as trustee.


10.         $172.5 million 6.0% Convertible Indenture, as amended, dated September
1997 among Sinclair Broadcast Group, Inc. (as issuer), the Guarantors named
therein and Wachovia Bank, National Association (formerly First Union National
Bank) as trustee.

















 


Schedule 4.13(b)


Liens


Liens filed in favor of
JPMorgan Chase Bank, N.A. pursuant to the Credit Agreement dated as of May 12,
2005, among the Borrower (as assignee of the Holding Company), the Subsidiary
Guarantors’ party thereto, the lenders’ party thereto and JPMorgan Chase Bank,
N.A., as administrative agent for said lenders (as heretofore modified and
supplemented and in effect on the date hereof.


Liens filed in favor of the State of Tennessee for the
payment of franchise taxes, interest, penalties and fees, pending decision by
taxing authority.















 


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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Internet Projects, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly owned Subsidiary of Sinclair Television
  Group, Inc.

  	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KSMO, Inc.

  	
   

  	
  Maryland

  	
   

  	
  Wholly owned Subsidiary of Sinclair Communications,
  LLC

  	
   

  	
  100% of issued and outstanding stock

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KSMO Licensee, Inc.

  	
   

  	
  Delaware

  	
   

  	
  Wholly owned Subsidiary of KSMO, 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCI-Indiana Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  Wholly owned Subsidiary of Sinclair Media II, Inc.

  	
   

  	
  100% of membership interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCI- Sacramento Licensee, LLC

  	
   

  	
  Maryland

  	
   

  	
  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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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 Sinclair Communications
  II, Inc.

  	
   

  	
  100% of issued and 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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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.

  (formerly known as WSTR, Inc.)

  	
   

  	
  Maryland

  	
   

  	
  Wholly owned Subsidiary of Sinclair Communications,
  LLC

  	
   

  	
  100% of issued and 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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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 Sinclair Media II, Inc.

  	
   

  	
  100% of membership 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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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 Properties, LLC 

   

  Limited Partner - Sinclair Communications, LLC

  	
   

  	
  98% - Sinclair 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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  












 


	
  Company

  	
   

  	
  State of Organization

  	
   

  	
  Ownership

  	
   

  	
  Nature of Ownership

  
	
  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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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)


Committed Investments Outstanding


	
  Notes Receivable

  	
   

  	
   

  	
   

  
	
  G1440, Inc.

  	
   

  	
  $

  	
  1,911,585

  	
   

  
	
  ($1,911,585
  outstanding)

  	
   

  	
   

  	
   

  
	
  Acrodyne
  Communications, Inc.

  	
   

  	
  $

  	
  697,241

  	
   

  
	
  Acrodyne
  Communications, Inc.

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  ($310,949 drawn)

  	
   

  	
   

  	
   

  
	
  Acrodyne Communications,
  Inc.

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  ($2,600,000
  drawn)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purchase Options by
  Third parties

  	
   

  	
   

  	
   

  
	
  Lambert Purchase Option

  	
   

  	
  $

  	
  36,250,000

  	
   

  
	
  ($35,750,000
  paid)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Investments

  	
   

  	
   

  	
   

  
	
  Allegiance Capital, LP.

  	
   

  	
  $

  	
  14,580,000

  	
   

  
	
  ($9,234,490
  invested)

  	
   

  	
   

  	
   

  
	
  G1440, Inc.

  	
   

  	
  $

  	
  11,113,083

  	
   

  
	
  Sterling Venture
  partners, LP.

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  ($3,798,336
  invested)

  	
   

  	
   

  	
   

  
	
  Acrodyne
  Recapitalization

  	
   

  	
  $

  	
  8,380,691

  	
   

  
	
  Jadoo Power Systems

  	
   

  	
  $

  	
  4,737,893

  	
   

  
	
  VisionAir

  	
   

  	
  $

  	
  3,469,579

  	
   

  



 















 


Schedule 7.01(b)


Existing Indebtedness


1.                                       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.


2.                                       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.


3.                                       Lease Agreement, dated March 16, 1988,
between Chesapeake Television, Inc. (as lessee) and Cunningham Communications,
Inc. (as lessor), for space located on the back-up Baltimore broadcasting tower
at 1200 N. Rolling Road, Baltimore, MD.


4.                                       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.


5.                                       Credit Agreement, dated as of May 12, 2005,
between Sinclair Television Group, Inc. (as borrower), various subsidiaries of
Sinclair Broadcast Group, Inc. party thereto (as guarantors), various lenders
(as lenders) and JPMorgan Chase Bank (as agent).


6.                                       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.


7.                                       Master Lease Agreement, dated December 1,
2000, between Sinclair Communications, Inc. (as lessee) and American Tower L.P.
(as lessor) for tower space.


8.                                       Lease Agreement, dated December 18, 1998,
between Sinclair Communications, Inc. (as lessee) and Beaver Dam Limited
Liability Company (as lessor) for building space located at 10706 Beaver Dam
Rd, Cockeysville, MD.


9.                                       Real Estate Lien Note, dated October 10, 1997,
between Chesapeake Television, Inc. (as maker) and Joy B. Moul (as payee) for
land space for a tower site located at 12480 Adkins-Elmendorf Rd, San Antonio,
TX.


10.                                 $310.0 million 8.75% Indenture, dated as of
December 10, 2001, as heretofore amended, among Sinclair Television Group, Inc.
(as issuer), the Guarantors named therein (as guarantors) and Wachovia Bank,
National Association (formerly First Union National Bank) (as trustee), of
which $307.4 million is currently outstanding.











11.                                 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.


12.                                 Letter of credit for the benefit of Liberty
Property Ltd., dated October 12, 2000 supporting the building lease for WTTA in
Tampa, Florida.


13.                                 $300.0 million 8.0%
Indenture, dated as of March 14, 2002, as heretofore amended, among Sinclair
Television Group, Inc. (as issuer), the Guarantors named therein (as
guarantors) and Wachovia Bank, National Association (formerly 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
$618.3 million is currently outstanding.


14.                                 Lease Agreement, dated December 2, 1999,
between WLFL, Inc. (as lessee) and Capitol Broadcasting Company (as lessor),
for tower space in Garner, NC.


15.                                 Lease Agreement, dated December 2, 1999,
between WRDC, Inc. (as lessee) and Capitol Broadcasting Company (as lessor),
for tower space near Garner, NC.


16.                                 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.


17.                                 Tower Space Lease Agreement, August 1, 1990,
Auburn Tower Partnership, Landlord, to Durham Life Broadcasting, Inc., Tenant.


18.                                 First Amendment to Tower Space Lease
Agreement, January 15, 1991, Auburn Tower Partnership, Landlord, and Durham
Life Broadcasting, Inc., Tenant.


19.                                 Second Amendment to Tower Space Lease, July
30, 1991, 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.).


20.                                 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.


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


22.                                 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.











23.                                 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.


24.                                 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.


25.                                 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.


26.                                 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.


27.                                 $172.5 million 6.0% Convertible Indenture, as
amended, dated September 1997 among Sinclair Broadcast Group, Inc. (as issuer),
the Guarantors named therein and Wachovia Bank, National Association (formerly
First Union National Bank) as trustee.


28.                                 $150.0 million 4.875% Convertible Indenture,
dated July 15, 2003 among Sinclair Broadcast Group, Inc. (as issuer), the
Guarantors named therein and Wachovia Bank, National Association (formerly
First Union National Bank) as trustee.


29.                                 $34.5 million Credit
Agreement, dated March 20, 2002 between Cunningham Broadcasting Corporation.
(as borrower), the Subsidiary Guarantors named therein (as guarantors) and JP
Morgan Chase (as administrative agent).















 


Schedule 7.04


Approved Acquisitions


1.             Sinclair
Acquisition XI, Inc., a subsidiary of Borrower intends to acquire television
broadcast station WBSC-TV (formerly WFBC-TV), Anderson, South Carolina from a
subsidiary of Cunningham pursuant to that certain Plan and Agreement of Merger
dated November 15, 1999, as heretofore amended.  FCC approval is pending.


2.             Sinclair
Television of Nashville, Inc., a subsidiary of Borrower has the option to
acquire all of the license and non-license assets of television broadcast
station WNAB-TV Channel 28, Nashville, Tennessee, pursuant to two (2) Option
Agreements and two (2) Put Agreements each dated May 1, 2002.


3.             Sinclair Acquisition XIII, Inc., a
subsidiary of Borrower intends to acquire television broadcast station WTTE-TV,
Columbus, Ohio, from a subsidiary of Cunningham pursuant to that certain Plan
and Agreement of Merger dated July 3, 2002.


4.             Sinclair Acquisition XIV, Inc., a
subsidiary of Borrower intends to acquire television broadcast station WNUV-TV,
Baltimore, Maryland, from a subsidiary of Cunningham pursuant to that certain
Plan and Agreement of Merger dated July 3, 2002.


5.             Borrower, Sinclair Television of
Dayton, Inc. and WRGT Licensee, LLC, each a subsidiary of Borrower, intend to
acquire television broadcast station WRGT-TV, Dayton, Ohio, from subsidiary of
Cunningham pursuant to that certain Asset Purchase Agreement dated July 3,
2002.


6.             Borrower,
Sinclair Television of Charleston, Inc. and WTAT Licensee, LLC, each a
subsidiary of Borrower, intend to acquire television broadcast station WTAT-TV,
Charleston, South Carolina, from subsidiaries of Cunningham pursuant to that
certain Asset Purchase Agreement dated July 3, 2002.


7.             Borrower,
Sinclair Properties, LLC, a subsidiary of Borrower, intend to acquire
television broadcast station WNYS-TV, Syracuse, New York, from RKM Media, Inc.
pursuant to that certain Asset Purchase Agreement dated July 2005.


8.     Borrower, Sinclair Television of
Nashville, Inc. and WVAH Licensee, LLC each a subsidiary of Borrower, intend to
acquire television broadcast station WVAH-TV, Charleston, West Virginia, from
subsidiaries of Cunningham pursuant to that certain Asset Purchase Agreement
dated July 3, 2002.


9.             Borrower and Sinclair Properties,
LLC, a subsidiary of Borrower, intend to acquire television broadcast station
WDKA-TV, Paducah, Kentucky, from WDKA Acquisition Corp. pursuant to that
certain Asset Purchase Agreement dated December 22, 2005.















 


Schedule 7.05


Approved Dispositions


WTTA-TV, Tampa, Florida (contract station)















Schedule 7.10


Restrictive Agreements


1.                                       Indenture Dated December 10, 2001, as
heretofore amended, by and between Sinclair Television Group, Inc. (as issuer),
certain of its subsidiaries and First Union National Bank (as trustee) relating
to 8 3⁄4% Senior Subordinated Notes due 2011.


2.                                       Indenture Dated March 14, 2002, as heretofore
amended, by and between Sinclair Television Group, Inc. (as issuer), certain of
its subsidiaries and First Union National Bank (as trustee) relating to 8%
Senior Subordinated Notes due 2012.