exv10w22



 





EXHIBIT 10.22




SECOND AMENDMENT




     SECOND AMENDMENT (this “Amendment”), dated as of January 24, 2007, to the Credit
Agreement dated as of November 4, 2005 (the “Credit Agreement”), among LIN Television
Corporation, a Delaware corporation (the “Borrower”), Televicentro of Puerto Rico, LLC, a
Delaware limited liability company (the “Permitted Borrower”), the several banks and other
institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A.,
as administrative agent (in such capacity, the “Administrative Agent”), as an issuing
lender (in such capacity, an “Issuing Lender”), and as swingline lender (in such capacity,
the “Swingline Lender”), Deutsche Bank Trust Company Americas, as syndication agent (in
such capacity, the “Syndication Agent”) and as an Issuing Lender, Goldman Sachs Credit
Partners, L.P., Bank of America, N.A. and Wachovia Bank, National Association as documentation
agents (in such capacity, each a “Documentation Agent”), and The Bank of Nova Scotia and
SunTrust Bank, as co-documentation agents (in such capacity, each a “Co-Documentation
Agent”), and J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., as joint lead
arrangers and joint bookrunners.



W
I T N E S S E
T H:




     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made,
certain loans and other extensions of credit to the Borrowers;



     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be
amended as set forth herein; and



     WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;



     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the
undersigned hereby agree as follows:




	 	I.	 	Defined Terms. Terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit
	Agreement.
	 
	 	II.	 	Amendments to Section 1.






	 	(a)	 	Section 1 is hereby amended by:






(i) deleting the following definitions: “Borrower Delayed-Draw
Term Loan Commitment”, “Permitted Borrower” and
“Permitted Borrower Delayed-Draw Term Loan Commitment”;




(ii) deleting the phrase “or Permitted Borrower, as applicable,” in
the definitions of “Applicable Margin” and “Commitment
Fee Rate”;




(iii) deleting the first sentence of the definition of
“Delayed-Draw Term Loan Commitments” and replacing it with
the following sentence: “As to any Lender, the obligation of such
Lender to make a Delayed-Draw Term Loan to the Borrower hereunder in
a principal amount not to exceed the amount set forth under the
heading “Borrower Delayed-Draw Term Loan Commitment” opposite such
Lender’s name on Schedule 1.1A attached hereto.”








 









 












(iv) deleting the phrase “, the Permitted Borrower” in the definition
of “Loan Parties”;




(v) deleting the phrases “or the Permitted Borrower”, “and the
Permitted Borrower” and “or Permitted Borrower” in the definition of
“Obligations”;




(vi) deleting the phrase “or the Permitted Borrower, as the case may
be” in the definition of “Responsible Officer”; and




(vii) deleting the phrase “and the Permitted Borrower” in the
definition of “Term Loans”.




	 	(b)	 	Section 1 is further amended by inserting in appropriate alphabetical order
the following definition:






“Permitted Sale”: the sale by the Borrower of the Permitted
Borrower and certain other Subsidiaries of the Borrower pursuant to,
and the other transactions contemplated by, the Stock Purchase
Agreement dated October 18, 2006, between the Borrower and InterMedia
Partners VII, L.P.




	 	III.	 	Amendments to Section 2.






	 	(a)	 	Section 2.1 is hereby amended by:






(i) deleting the phrases “and the Permitted Borrower”, “, with such
Delayed Draw-Term Loans to be apportioned between the Borrower and
the Permitted Borrower, as specified in a notice from the Borrower”
and the last two sentences in clause (a);




(ii) deleting the phrases “, the Permitted Borrower”, “and the
Permitted Borrower”, and “or Permitted Borrower, as applicable,” and
the last sentence in clause (b); and




(iii) deleting the phrase “and the Permitted Borrower, as applicable”
in clause (c).




	 	(b)	 	Section 2.2. is hereby amended by:






(i) deleting the phrases “or the Permitted Borrower (as the case may
be)” and “and the Permitted Borrower” each time each of them appears
in clause (a); and




(ii) deleting the phrases “or the Permitted Borrower, as the case may
be,” and “or the Permitted Borrower, as applicable,” and “or
Permitted Borrower, as applicable,” each time each of them appears in
clause (b).




	 	(c)	 	Section 2.3 is hereby amended by:




 









 












(i) deleting the phrases “and the Delayed-Draw Term Loan of each
Lender made to the Permitted Borrower”, “and the Permitted Borrower,
respectively,” and the last two sentences in clause (a) and inserting
the phrase “or apportioned” after the word “made” in clause (a); and




(ii) deleting the last two sentences in clause (b).




	 	(d)	 	Section 2.7 is hereby amended by deleting the phrases “or the Permitted
Borrower” and “or the Permitted Borrower, as applicable” in clause (c).
	 
	 	(e)	 	Section 2.8 is hereby amended by deleting the phrases “or the Permitted
Borrower, in the case of the Term Loans”, “or the Permitted Borrower, as
applicable” and “or the Permitted Borrower” each time each of them appears
and deleting the last sentence in its entirety.
	 
	 	(f)	 	Section 2.9 is hereby amended by:






(i) deleting the penultimate sentence in its entirety in clause (b);
and




(ii) deleting the phrase “or the Permitted Borrower, as the case may
be,” each time it appears in clause (d).




	 	(g)	 	Section 2.10 is hereby amended by:






(i) deleting the phrases “and the Permitted Borrower”, “or Permitted
Borrower, as applicable” and “or Permitted Borrower” each time each
of them appears in clause (a); and




(ii) deleting the phrase “or Permitted Borrower” each time it appears
in clause (b).




	 	(h)	 	Section 2.13 is hereby amended by deleting the phrase “, the Permitted
Borrower” each time it appears.
	 
	 	(i)	 	Section 2.14 is hereby amended by:






(i) deleting the phrase “and the Permitted Borrower” in clause (a);
and




(ii) deleting the phrases “, the Permitted Borrower” and “or the
Permitted Borrower” in the last paragraph.




	 	(j)	 	Section 2.15 is hereby amended by:






(i) deleting the phrase “, or in the case of the Delayed-Draw Term
Loan Facility or an Incremental Term Loan Facility, the Permitted
Borrower” in clause (a);




(ii) deleting the phrase “or, as the case may be, the Permitted
Borrower” in clause (b); and




(iii) deleting the phrase “, and each payment (including each
prepayment) on account of principal of and interest on the
Delayed-Draw



 









 







Term Loans or any Incremental Term Loans made to the Permitted
Borrower” and deleting the phrase “or the Permitted Borrower” in
clause (d) and inserting the phrase “or apportioned” after the word
“made” each time it appears in clause (d).




	 	(k)	 	Section 2.16 is hereby amended by:






(i) deleting the phrases “or the Permitted Borrower, as the case may
be,” and “or the Permitted Borrower” each time each of them appears
in clause (a);




(ii) deleting the phrase “or the Permitted Borrower” each time it
appears in clause (b); and




(iii) deleting the phrase “and the Permitted Borrower” in clause (c).




	 	(l)	 	Section 2.17 is hereby amended by:






(i) deleting the phrase “or Permitted Borrower” and the phrase “or
Permitted Borrower, as the case may be,” each time each of them
appears in clause (a); and




(ii) deleting the phrases “, the Permitted Borrower”, “or the
Permitted Borrower, as the case may be,” and “or the Permitted
Borrower” each time each of them appears in clause (b).




	 	(m)	 	Section 2.18 is hereby amended by deleting the phrases “or the Permitted
Borrower” and “or the Permitted Borrower, as applicable,” each time each of
them appears.
	 
	 	(n)	 	Section 2.19 is hereby amended by deleting the phrases “or on behalf of
the Permitted Borrower” and “or the Permitted Borrower”.
	 
	 	(o)	 	Section 2.20 is hereby amended by deleting the phrase “or the Permitted
Borrower, as the case may be,” each time it appears.






	 	IV.	 	Amendments to Section 4.






	 	(a)	 	Section 4 is hereby amended by deleting the phrase “and the Permitted
Borrower” in the lead-in.
	 
	 	(b)	 	Section 4.1 is hereby amended by deleting the phrases “(i)” and “, in each
case” and subclause (ii) in its entirety.
	 
	 	(c)	 	Section 4.4 is hereby amended by deleting the phrase “and the Permitted
Borrower” each time it appears.
	 
	 	(d)	 	Section 4.8 is hereby amended by deleting the phrase “and the Permitted
Borrower”.






	 	V.	 	Amendment to Section 5. Section 5.3 is hereby amended by deleting the phrase “or
the Permitted Borrower” and “or the Permitted








	Borrower, as applicable,”.






 









 





	 	VI.	 	Amendment to Section 6. Section 6 is hereby amended by deleting the phrases “Each
of”, “and (with respect to subsections 6.2(e),


	6.3, 6.4, 6.5, 6.6 and 6.8 only) the Permitted Borrower”, “each of” and “and the Permitted Borrower” in the lead-in.






	 	VII.	 	Amendments to Section 7.






	 	(a)	 	Section 7.4 is hereby amended by:






(i) deleting the phrase “; and” at the end of clause (c);




(ii) deleting the “.” at the end of clause (d) and replacing it with
the phrase “; and”; and




(iii) inserting a new clause (e) reading in its entirety as follows:




“(e) the Permitted Sale.”




	 	(b)	 	Section 7.5 is hereby amended by:






(i) deleting the phrase “; and” at the end of clause (i);




(ii) deleting the “.” at the end of clause (j) and replacing it with
the phrase “; and”; and




(iii) inserting a new clause (k) reading in its entirety as follows:




	 	 	 	 	“(k) the Permitted Sale.”






	 	(c)	 	Section 7.10(b)(ii) is hereby amended by deleting the phrase “and the
Permitted Borrower” and inserting the word “and” in lieu 






	of the “,” before the
phrase “the Borrower”.







	 	VIII.	 	Amendments to Section 8. Section 8 is hereby amended by deleting the phrases
“or the Permitted Borrower, as applicable,” and
“or
	the Permitted Borrower”, each time each of them
appears.
	 
	 	IX.	 	Amendments to Section 10.








	 	(a)	 	Section 10.2 is hereby amended by deleting the phrases “, the Permitted
Borrower” and “and the Permitted Borrower”.
	 
	 	(b)	 	Section 10.6 is hereby amended by:






(i) deleting the phrase “neither the Borrower nor the Permitted
Borrower may” and replacing it with the phrase “the Borrower may
not”, deleting the phrase “other than as provided in the last two
sentences of Section 2.1(a) and in the last sentence of Section
2.1(b)” and deleting the phrase “or the Permitted Borrower” in clause
(a);




(ii) deleting the proviso in clause (b)(ii)(B);




(iii) deleting the phrase “, the Permitted Borrower” in clause (c);



 









 






(iv) deleting the phrase “Each of the Borrower and the Permitted
Borrower” and replacing it with “The Borrower” in clause (e);




(v) deleting the phrase “and the Permitted Borrower” in clause (f).








                       (c)
     Section 10.7 is hereby amended by deleting the phrases “or the Permitted
Borrower” and “or the Permitted Borrower, as applicable”.



                       (d)     Section 10.8 is hereby amended by deleting the phrase “, the Permitted
Borrower”.



                       (e)     Section 10.10 is hereby amended by deleting the phrase “, the Permitted
Borrower”.


                       (f)     
Section 10.13 is hereby amended by deleting the word “either”, and the
phrases “or the Permitted Borrower” and “and the Permitted Borrower”.





                       (g)     Section 10.14 is hereby amended by deleting the phrase “, THE PERMITTED
BORROWER”.



                       (h)    Section 10.18 is hereby amended by deleting the phrases “and the Permitted
Borrower” and “or the Permitted Borrower, as the case may be,”.




     X. Amendment to Section 11. Section 11 is hereby amended by deleting it in its
entirety and replacing it with “[Reserved.]”.



     XI. Notice of Apportionment of Delayed-Draw Term Loans. In accordance with Section
2.1(a) of the Credit Agreement, the Borrower hereby notifies the Administrative Agent that, with
effect from immediately prior to the Effective Date, 100% of the Delayed-Draw Term Loans shall be
apportioned to the Borrower.



     XII. Effective Date. This Amendment shall become effective as of, and with effect
from, the date on which (i) the Borrower shall have delivered a notice to the Administrative Agent
pursuant to Section 2.8 of the Credit Agreement stating that the Borrower will prepay Delayed-Draw
Term Loans (and interest thereon) in an amount equal to the excess of (x) the Adjusted Net Cash
Proceeds received by the Borrower at the closing of the Permitted Sale over (y) $60,000,000 and
shall have prepaid the Delayed-Draw Term Loans in such amount and (ii) the Borrower, the Permitted
Borrower and the Required Lenders under the Credit Agreement shall have duly executed and delivered
to the Administrative Agent this Amendment (it being understood and agreed that, upon such
execution and such delivery to the Administrative Agent, the requirements of this clause (ii) shall
be deemed to have been satisfied) (the “Effective Date”). Notwithstanding the provisions
of Section 2.8 of the Credit Agreement to the contrary, the Borrower may, at its option, make the
prepayment referred to in clause (i) above on the same date on which it delivers the notice
referred to in clause (i) above.



     XIII. Release of Permitted Borrower and Certain Other Loan Parties. Upon the
Effective Date, (i) the Permitted Borrower shall be released from the Credit Agreement and the
other Loan Documents, (ii) each of the Permitted Borrower, LIN Television of San Juan, Inc., and
WAPA America, Inc. and each of their respective Subsidiaries (collectively, the “Released
Guarantors”) shall be released from its guarantee and other obligations under the Guarantee and
Collateral Agreement and the other Loan Documents, (iii) the Administrative Agent’s security
interest in any collateral pledged by any of the Released Guarantors pursuant to the Guarantee and
Collateral Agreement and the other Loan



 









 







Documents shall be released, (iv) the security interest in the Capital Stock of each of the
Released Guarantors and S&E Network, Inc. pledged under the Guarantee and Collateral Agreement and
the other Loan Documents shall be released and (v) each Released Guarantor shall cease to be a
Grantor, Guarantor, Subsidiary Guarantor or Loan Party under the Credit Agreement and the other
Loan Documents, in each case, automatically and without the need for any further action on the part
of any party to any Loan Document.



     XIV. Representations and Warranties. The Borrower hereby represents and warrants that
after giving effect to this Amendment, no Default or Event of Default shall have occurred and be
continuing.



     XV. No Other Amendments; Confirmation. Except as expressly amended hereby, the
provisions of the Credit Agreement and the other Loan Documents, as amended and restated, are and
shall remain in full force and effect.



     XVI. Governing Law. This Amendment and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the laws of the
State of New York.



     XVII. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.




 









 








     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by
their duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	LIN TELEVISION CORPORATION

 	 
	 	By:  	/s/ Vincent L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 
	 



	 	 	 	 	 
	 	TELEVICENTRO OF PUERTO RICO LLC

By: LIN TELEVISION OF SAN JUAN, INC., its managing member	 
	 		
 	 
	 	 	 	 
	 
	 	By:  	/s/ Vincent L. Sadusky 	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., individually and as

Administrative Agent, Swingline Lender and Issuing

Lender

 	 
	 	By:  	/s/ Tracey Navin Ewing	 
	 	Name:  	Tracey Navin Ewing	 
	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Syndication Agent and an Issuing Lender

 	 
	 	By:  	/s/ Susan LeFevre	 
	 	Name:  	Susan LeFevre	 
	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	/s/ Evelyn Thierry	 
	 	Name:  	Evelyn Thierry	 
	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GOLDMAN SACHS CREDIT PARTNERS L.P., individually and as Documentation Agent

 	 
	 	By:  	/s/ Elizabeth Fischer	 
	 	Name:  	Elizabeth Fischer	 
	 	Title:  	Authorized Signatory	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., individually and as

Documentation Agent

 	 
	 	By:  	/s/ John Margetanski	 
	 	Name:  	John Margetanski	 
	 	Title:  	Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, individually and as

Co-Documentation Agent

 	 
	 	By:  	/s/
Brenda
S. Insull 	 
	 	Name:  	Brenda
S. Insull 	 
	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK, individually and as Co-Documentation Agent

 	 
	 	By:  	/s/
Kip Hurd 	 
	 	Name:  	Kip Hurd 	 
	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SCOTIABANC INC., as Lender

 	 
	 	By:  	/s/
William E. Zarrett 	 
	 	Name:  	William E. Zarrett 	 
	 	Title:  	Managing Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, as Lender

 	 
	 	By:  	 /s/ Vincent Fitzgerald	 
	 	Name:  	 Vincent Fitzgerald	 
	 	Title:  	 Managing Director	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BNP PARIBAS, as Lender

 	 
	 	By:  	 /s/
Greg Bonardi	 
	 	Name:  	 Greg Bonardi	 
	 	Title:  	 Director	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Ola Anderssen
 	 
	 	Name:  	 /s/ Ola Anderssen	 
	 	Title:  	 Director	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Lender

 	 
	 	By:  	 /s/
Ken Leosh	 
	 	Name:  	 Ken Leosh	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, as Lender

 	 
	 	By:  	/s/
Leo E. Pagarigan 	 
	 	Name:  	Leo E. Pagarigan 	 
	 	Title:  	Joint General Manager 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	U.S. BANCORP, as Lender

 	 
	 	By:  	/s/ Alan McLintock 	 
	 	Name:  	Alan McLintock 	 
	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as Lender

 	 
	 	By:  	/s/
Karl Kieffer	 
	 	Name: Karl Kieffer	 
	 	Title: Duly Authorized Signatory	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender

 	 
	 	By:  	/s/
Georgina Fioroazisi	 
	 	Name: Georgina Fioroazisi	 
	 	Title: Vice President	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Donna M. Quilty	 
	 	Name: Donna M. Quilty	 
	 	Title: Vice President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Lender

 	 
	 	By:  	/s/ Doreen Barr	 
	 	Name: Doreen Barr	 
	 	Title: Vice President	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ James Neira	 
	 	Name: James Neira	 
	 	Title: Associate	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF SCOTLAND, as Lender

 	 
	 	By:  	/s/
Susan
E. Hay	 
	 	Name:  	Susan E. Hay	 
	 	Title:  	Director, Business Services	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ALLIED IRISH BANKS, P.L.C., as Lender

 	 
	 	By:  	/s/
Joseph Auquatini	 
	 	Name:  	Joseph Auquatini	 
	 	Title:  	Senior Vice President	 
	 
	 
	 	By:  	/s/
Anthony O’Railly	 
	 	  	Senior Vice President	 
	 	  	 	 



 









 









     The Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm their
obligations under the Guarantee and Collateral Agreement, the Guarantee and the other Loan
Documents to which they are party.



	 	 	 	 	 
	 	LIN TV CORP.

 	 
	 	By:  	/s/ Vincent
L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 
	 



	 	 	 	 	 
	 	AIRWAVES, INC.

KXAN, INC.

KXTX HOLDINGS, INC.

LINBENCO, INC.

LIN SPORTS, INC.

LIN TELEVISION OF SAN JUAN, INC.

LIN TELEVISION OF TEXAS, INC.

NORTH TEXAS BROADCASTING CORP.

PRIMELAND TELEVISION, INC.

TVL BROADCASTING, INC.

WAPA AMERICA, INC.

WOOD TELEVISION, INC.

WNJX-TV INC.

WTNH BROADCASTING, INC.

 	 
	 	By:  	/s/ Vincent
L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 
	 



	 	 	 	 	 
	 	INDIANA BROADCASTING, LLC

LIN AIRTIME, LLC

LIN OF ALABAMA, LLC

LIN OF COLORADO, LLC

LIN OF NEW MEXICO, LLC

LIN OF WISCONSIN, LLC

PROVIDENCE BROADCASTING, LLC

WAVY BROADCASTING, LLC

WIVB BROADCASTING, LLC

WOOD LICENSE CO., LLC

WWLP BROADCASTING, LLC

 	 
	 	By:  	
LIN TELEVISION CORPORATION, their managing member   	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Vincent
L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TVL BROADCASTING OF RHODE ISLAND, LLC

WDTN BROADCASTING, LLC

WUPW BROADCASTING, LLC

WWHO BROADCASTING, LLC

 	 
	 	By:  	TVL BROADCASTING, INC., their managing member
 	 
	 
	 
	 	By:  	/s/ Vincent
L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 
	 



	 	 	 	 	 
	 	TELEVICENTRO OF PUERTO RICO, LLC

 	 
	 	By:  	LIN TELEVISION OF SAN JUAN, its managing member
 	 
	 
	 
	 	By:  	/s/ Vincent
L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO	 
	 



	 	 	 	 	 
	 	LIN TELEVISION OF TEXAS, L.P.

 	 
	 	By:  	LIN TELEVISION OF TEXAS, INC., its general partner
 	 
	 
	 
	 	By:  	/s/ Vincent
L. Sadusky	 
	 	Name:  	Vincent L. Sadusky	 
	 	Title:  	President & CEO