EX-10.21 Second Amended and Restated Credit Agreem



 





Exhibit 10.21




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




among




EQUITY BROADCASTING CORPORATION,




ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO




and

SUCH OTHER OF THEIR AFFILIATES WHO FROM TIME TO TIME

MAY BECOME PARTIES HERETO,




as Borrowers,




SPCP GROUP, LLC,

SPCP GROUP III LLC,

WELLS FARGO FOOTHILL, INC.,

AND THE OTHER LENDERS

FROM TIME TO TIME PARTIES HERETO,




as Lenders,




SILVER POINT FINANCE, LLC,




as Administrative Agent and Documentation Agent for such Lenders




and


WELLS FARGO FOOTHILL, INC.,




as
Collateral Agent for such Lenders


Dated as of June 29, 2004




 









 





	 	 	 	 	 
	RECITALS
	 	 	1	 
	 
	 	 	 	 
	I. DEFINITIONS AND INTERPRETATIONS 
	 	 	2	 
	1.01.  Definitions 
	 	 	2	 
	1.02.  Accounting Terms and Determinations 
	 	 	23	 
	1.03.  Computation of Time Periods
	 	 	23	 
	1.04.  Construction 
	 	 	23	 
	1.05.  Exhibits and Schedules
	 	 	23	 
	1.06.  No Presumption Against Any Party 
	 	 	23	 
	1.07.  Independence of Provisions 
	 	 	24	 
	 
	 	 	 	 
	II. GENERAL TERMS 
	 	 	24	 
	2.01.  Loan Facilities 
	 	 	24	 
	2.02.  Interest on the Notes 
	 	 	29	 
	2.03.  Loan Requests 
	 	 	32	 
	2.04.  Repayment of Loans 
	 	 	32	 
	2.05.  Payments, Prepayments and Termination or Reduction of the Commitments
	 	 	33	 
	2.06.  Fees 
	 	 	38	 
	2.07.  Requirements of Law
	 	 	39	 
	2.08.  Not Used
	 	 	41	 
	2.09.  Taxes 
	 	 	41	 
	2.10.  Indemnification for LIBOR Breakage Charges
	 	 	43	 
	2.11.  Payments Under the Notes
	 	 	43	 
	2.12.  Set-Off, Etc. 
	 	 	44	 
	2.13.  Pro Rata Treatment; Sharing 
	 	 	44	 
	2.14.  Non-Receipt of Funds by Collateral Agent 
	 	 	46	 
	2.15.  Replacement of Notes 
	 	 	46	 
	2.16.  Security for the Obligations; Subordination; Etc. 
	 	 	46	 
	2.17.  Use of Proceeds 
	 	 	48	 
	 
	 	 	 	 
	III. CONDITIONS OF MAKING THE LOANS 
	 	 	48	 
	3.01.  Conditions to the First Loans 
	 	 	48	 
	3.02.  All Loans
	 	 	51	 
	3.03.  Loans Relating to Permitted Acquisitions 
	 	 	52	 
	 
	 	 	 	 
	IV. REPRESENTATIONS AND WARRANTIES 
	 	 	55	 
	4.01.  Financial Information 
	 	 	55	 
	4.02.  Organization, Qualification, Etc.
	 	 	56	 
	4.03.  Authorization; Compliance; Etc. 
	 	 	56	 
	4.04.  Governmental and Other Consents. Etc.
	 	 	56	 
	4.05.  Litigation
	 	 	57	 
	4.06.  Compliance with Laws and Agreements 
	 	 	57	 
	4.07.  The Stations 
	 	 	57	 
	4.08.  Regulatory Compliance 
	 	 	58	 
	4.09.  Title to Properties; Condition of Properties; Proprietary Rights 
	 	 	58	 
	4.10.  Interests in Other Businesses 
	 	 	59	 
	4.11.  Solvency
	 	 	59	 






- i -









 





	 	 	 	 	 
	4.12.  Full Disclosure 
	 	 	60	 
	4.13.  Margin Stock
	 	 	60	 
	4.14.  Tax Returns 
	 	 	60	 
	4.15.  Pension Plans, Etc.
	 	 	61	 
	4.16.  Material Agreements 
	 	 	61	 
	4.17.  Projections
	 	 	61	 
	4.18.  Brokers, Etc. 
	 	 	61	 
	4.19.  Capitalization 
	 	 	61	 
	4.20.  Environmental Compliance 
	 	 	62	 
	4.21.  Investment Company Act 
	 	 	63	 
	4.22.  Labor Matters
	 	 	63	 
	4.23.  Delaware Code Provisions 
	 	 	63	 
	 
	 	 	 	 
	V. FINANCIAL COVENANTS 
	 	 	63	 
	5.01.  [Intentionally Omitted.] 
	 	 	63	 
	5.02.  [Intentionally Omitted.] 
	 	 	63	 
	5.03.  [Intentionally Omitted.] 
	 	 	63	 
	5.04.  Capital Expenditures 
	 	 	63	 
	5.05.  Restricted Payments 
	 	 	64	 
	5.06.  Minimum Revenues and EBITDA 
	 	 	64	 
	5.07.  Minimum Availability 
	 	 	65	 
	 
	 	 	 	 
	VI. AFFIRMATIVE COVENANTS 
	 	 	65	 
	6.01.  Preservation of Assets; Compliance with Laws, Etc.
  
	 	 	65	 
	6.02.  Insurance 
	 	 	66	 
	6.03.  Taxes, Etc. 
	 	 	68	 
	6.04.  Notice of Proceedings, Defaults, Adverse Change, Etc. 
	 	 	68	 
	6.05.  Financial Statements and Reports 
	 	 	69	 
	6.06.  Inspection 
	 	 	71	 
	6.07.  Accounting System 
	 	 	71	 
	6.08.  Additional Assurances 
	 	 	71	 
	6.09.  Renewal of Licenses 
	 	 	72	 
	6.10.  Compliance with Environmental Laws
	 	 	72	 
	 
	 	 	 	 
	VII. NEGATIVE COVENANTS
	 	 	73	 
	7.01.  Indebtedness 
	 	 	73	 
	7.02.  Liens 
	 	 	74	 
	7.03.  Disposition of Assets; Etc. 
	 	 	75	 
	7.04.  Fundamental Changes; Acquisitions 
	 	 	76	 
	7.05.  Sale and Leaseback 
	 	 	79	 
	7.06.  Investments 
	 	 	79	 
	7.07.  Change in Business 
	 	 	79	 
	7.08.  Accounts Receivable 
	 	 	79	 
	7.09.  Transactions with Affiliates 
	 	 	79	 
	7.10.  Amendment of Certain Agreements, Etc.
	 	 	79	 
	7.11.  ERISA 
	 	 	80	 
	7.12.  Margin Stock 
	 	 	80	 






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	7.13.  Negative Pledges, Etc. 
	 	 	80	 
	7.14.  LMAs, Etc.
	 	 	80	 
	 
	 	 	 	 
	VIII. DEFAULTS
	 	 	80	 
	 
	 	 	 	 
	IX. REMEDIES ON DEFAULT, ETC. 
	 	 	83	 
	9.01.  General Provisions 
	 	 	83	 
	9.02.  Consent to Receivership 
	 	 	84	 
	9.03.  Effect of Termination of Commitments 
	 	 	84	 
	9.04.  Remedies Not Exclusive 
	 	 	85	 
	 
	 	 	 	 
	X. AGENTS 
	 	 	85	 
	10.01.  Appointment, Powers and Immunities 
	 	 	85	 
	10.02.  Reliance by Agents 
	 	 	86	 
	10.03.  Events of Default

	 	 	87	 
	10.04.  Rights as a Lender 
	 	 	88	 
	10.05.  Indemnification 
	 	 	88	 
	10.06.  Non-Reliance on Agents and other Lenders

	 	 	88	 
	10.07.  Failure to Act 
	 	 	89	 
	10.08.  Resignation of An Agent 
	 	 	89	 
	10.09.  Cooperation of Lenders 
	 	 	90	 
	10.10.  One Lender Sufficient 
	 	 	90	 
	 
	 	 	 	 
	XI. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY LENDERS
	 	 	91	 
	 
	 	 	 	 
	XII. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS 
	 	 	92	 
	 
	 	 	 	 
	XIII. MISCELLANEOUS 
	 	 	95	 
	13.01.  Survival
	 	 	95	 
	13.02.  Fees and Expenses; Indemnity; Etc. 
	 	 	95	 
	13.03.  Notice 
	 	 	96	 
	13.04.  Acceptance of Documents; Governing Law 
	 	 	98	 
	13.05.  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL 
	 	 	98	 
	13.06.  Severability 
	 	 	99	 
	13.07.  Section Headings, Etc. 
	 	 	99	 
	13.08.  Several Nature of Lenders’ Obligations 
	 	 	99	 
	13.09.  Counterparts 
	 	 	99	 
	13.10.  Knowledge and Discovery 
	 	 	100	 
	13.11.  Amendment of Other Agreements 
	 	 	100	 
	13.12.  FCC and Other Approvals 
	 	 	100	 
	13.13.  Disclaimer of Reliance 
	 	 	100	 
	13.14.  Environmental Indemnification 
	 	 	101	 
	13.15.  Successors and Assigns 
	 	 	101	 
	13.16.  Maximum Enforceability 
	 	 	101	 
	13.17.  Suretyship Waivers and Consents 
	 	 	102	 
	13.18.  EBC as Administrative Agent for Borrowers 
	 	 	104	 
	13.19.  Integration; Effectiveness of Agreement 
	 	 	104	 






- iii -









 





INDEX OF SCHEDULES




	 	 	 
	Schedule 1.01

	 	New Borrowers
	Schedule 2.01

	 	Allocation of Loans and Commitments
	Schedule 2.02

	 	Notice of Conversion or Continuation
	Schedule 2.03

	 	Loan Request
	Schedule 2.05(a)

	 	Commitment Reduction Notice
	Schedule 2.16(a)

	 	Exceptions to Security
	Schedule 2.17

	 	Uses of Proceeds
	Schedule 3.01

	 	Omnibus Officer’s Certificate(s) and Compliance Certificate/Closing
	Schedule 4.01

	 	Opening Balance Sheet
	Schedule 4.02

	 	Organization, Qualification, Etc.
	Schedule 4.04

	 	Governmental and Other Consents
	Schedule 4.05

	 	Litigation
	Schedule 4.06

	 	Compliance with Laws and Agreements
	Schedule 4.07

	 	Licenses
	Schedule 4.08

	 	FCC Proceedings
	Schedule 4.09

	 	Title to Properties; Conditions of Properties; Proprietary Rights
	Schedule 4.10

	 	Interests in Other Businesses
	Schedule 4.15

	 	Pension Plans
	Schedule 4.16

	 	Material Agreements
	Schedule 4.17

	 	Projections
	Schedule 4.18

	 	Brokers, Etc.
	Schedule 4.19

	 	Capitalization
	Schedule 4.20

	 	Environmental Compliance
	Schedule 6.05

	 	Compliance Certificate
	Schedule 7.01

	 	Indebtedness
	Schedule 7.02

	 	Permitted Liens
	Schedule 7.03

	 	Permitted Dispositions
	Schedule 7.09

	 	Transactions with Affiliates
	Schedule 7.10

	 	Permitted Amendments to Organizational Documents
	Schedule 7.14

	 	Local Marketing Agreements
	Schedule 12

	 	Form of Assignment and Acceptance






- iv -









 





INDEX OF EXHIBITS




	 	 	 
	Exhibit A

	 	Form of Secured Revolving Credit Note
	Exhibit B

	 	Form of Term Note
	Exhibit C

	 	Form of Joinder Agreement






- v -









 





SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     THIS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of
June 29, 2004, by and among



     SPCP GROUP, LLC, a Delaware limited liability, company (“SPCP”), SPCP GROUP III LLC,
a Delaware limited liability company (“SPCP III”), WELLS FARGO
FOOTHILL, INC. (formerly known as Foothill Capital Corporation), a California corporation
(“WFF”), and the other financial institutions which are now, or in accordance with Article
XII hereafter become, parties hereto and “Lenders” hereunder (collectively, “Lenders” and
each individually, a “Lender”);



     SILVER POINT FINANCE, LLC, a Delaware limited liability company, as Administrative Agent for
Lenders (in such capacity, together with its successors and assigns in such capacity,
“Administrative Agent”), and as Documentation Agent for Lenders (in such capacity,
together with its successors and assigns in such capacity, “Documentation Agent”);



     WELLS FARGO FOOTHILL, INC., a California corporation, as Collateral Agent (in such capacity,
together with its successors and assigns in such, capacity, “Collateral Agent”); and



     EQUITY
BROADCASTING CORPORATION, an Arkansas corporation
(“EBC”), EBC ST. LOUIS, INC., an
Arkansas corporation (“EBC St. Louis”), RIVER CITY BROADCASTING, INC., an Arkansas
corporation (“River City”), FORT SMITH 46, INC., a Nevada corporation (“Fort Smith
46”), SHAWNEE BROADCASTING, INC., an Arkansas corporation (“Shawnee”), LA GRANDE
BROADCASTING, INC., an Arkansas corporation (“La Grande”), LOGAN 12, INC., an Arkansas
corporation (“Logan 12”), PRICE
BROADCASTING, INC., a Nevada corporation (“PBI”), and
their Subsidiaries identified on Schedule 1.01 attached hereto and made a part hereof
(collectively, “New Borrowers” and individually, a “New Borrower”) (EBC, EBC St.
Louis, River City, Fort Smith, Shawnee, La Grande, Logan 12, PBI, and the New Borrowers, together
with any other Affiliates of EBC who hereafter become parties hereto pursuant to Section 7.04(b)
hereof, are hereinafter referred to collectively as “Borrowers” and individually as a
“Borrower”).



RECITALS




     A. EBC, EBC St. Louis, River City and Fort Smith 46 (collectively, “Original
Borrowers”), certain Lenders and Wells Fargo Foothill, Inc., as Agent and as successor Agent to
Textron Financial Corporation (in such capacity, “Original Agent”) are parties to that
certain Credit Agreement dated as of November 27, 2002 (the “Original Credit Agreement”)
pursuant to which such Lenders made loans (the “Original Loans”) to repay preexisting
indebtedness, finance or refinance Borrowers’ Capital Expenditures, interest expense, working
capital and other general corporate purposes, including the acquisition or refinancing of certain
Stations. The Original Loans are secured by security interests in, and liens on, certain assets of
Original Borrowers.



     B. Original Borrowers, Shawnee, La Grande, Logan 12 and PBI (collectively, “A&R
Borrowers”) converted, effective August 15, 2003, the Original Loans made under the Original



 









 







Credit Agreement to revolving credit loans and increased the maximum amount of revolving credit
loans available from Revolving Credit Lenders, as set forth in a certain Amended and Restated
Credit Agreement among Original Agent, WFF and A&R Borrowers dated as of August 15, 2003 (the
“A&R Credit Agreement”).



     C. SPCP
and SPCP III (individually and collectively “SPLenders”) desire to become
Lenders under the A&R Credit Agreement, and the parties desire to amend and modify the terms of
the A&R Loan Agreement (i) to change the identity of the “Agent” under the A&R Loan Agreement
from WFF, as Agent, to Silver Point Finance, LLC, as Administrative Agent, (ii) to designate WFF
as Collateral Agent for the benefit of Lenders, and (iii) to delegate to Collateral
Agent certain of the responsibilities and functions previously allocated to the Agent under
the A&R Credit Agreement.



     D. A&R Borrowers and New Borrowers desire to renew the revolving credit loans available from
Lenders, and Borrowers wish to amend and restate the A&R Credit Agreement to evidence the
modification of the provisions relating thereto.



     E. A&R Borrowers and New Borrowers desire to enter into a term loan facility with Lenders and
to use the loan proceeds thereof (i) to pay the outstanding unpaid principal balance of the
Revolving Credit Loans under the A&R Credit Agreement to zero (and thereby create availability for
new Revolving Credit Loans under A&R Borrowers’ revolving credit facility with Revolving Credit
Lenders) and (ii) to finance other customary corporate purposes of Borrowers.



     F. Lenders are willing to make a term loan to Borrowers for such purposes and Revolving
Credit Lenders are willing to consent to the creation of a term loan facility and to make
additional Revolving Credit Loans under the A&R Credit Agreement, as amended hereby, if other
Borrowers become parties to the Loan Documents as additional Borrowers thereunder.



     G. Borrowers, Lenders, Administrative Agent and Collateral Agent desire to amend and restate
the A&R Credit Agreement in its entirety, all subject to the terms and conditions of this
Agreement.



     NOW THEREFORE, the parties hereto, intending to be legally bound, and in consideration of the
foregoing and the mutual covenants contained herein, hereby agree, and hereby amend and restate
the A&R Credit Agreement to read in its entirety (but retaining references to the foregoing
Recitals), as follows:



     I. DEFINITIONS AND INTERPRETATIONS.



     Section 1.01. Definitions.



     As used herein the following terms have the following respective meanings:



     A&R Borrowers: the meaning specified in the Recitals.



     A&R Credit Agreement: the meaning specified in the Recitals.



- 2 -









 






Accountants: the meaning specified in Section 6.05.




Accrued PIK Interest: the aggregate amount of all PIK Interest which has been added to the
principal balances of the Revolving Credit Notes and Term Notes, as applicable, but which has not
been paid by Borrowers in cash.




Acquisition: the meaning specified in Section 7.04(a).




Acquisition Agreement: with respect to any Permitted Acquisition, the acquisition, purchase
or other agreement which sets forth the terms and conditions of such Acquisition.




Act: the meaning specified in Section 4.08.




Administrative Agent: Silver Point, in its capacity as Administrative Agent for the
Lenders pursuant to this Agreement, its successors and assigns, including any replacement or
substituted Administrative Agent appointed and acting in accordance with the terms of this
Agreement.




Advance: any advance of loan proceeds constituting all or a portion of a Revolving Credit
Loan.




Affiliate: any Person that directly or indirectly controls, or is under common control
with, or is controlled by, another Person and, if such Person is an individual, any member of the
immediate family (including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of such immediate
family and any Person who is controlled by any such member or trust. As used in this definition,
“control”, including, its correlative meanings, “controlled by” and “under
common control with”, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of management or policies (whether through ownership of securities
or membership, partnership or other ownership interests, by contract or otherwise).
Notwithstanding the foregoing, (a) no individual shall be ah Affiliate solely by reason of his or
her being a director, officer or employee of a Borrower, (b) no Lender shall be deemed to be an
Affiliate of a Borrower, and (c) neither Univision Communications, Inc., nor Sycamore Venture
Capital, L.P., nor Sycamore Investors’ Fund, L.P., shall be deemed to be an Affiliate of a
Borrower.




Affiliate Subordination Agreement: the meaning specified in Section 2.16(b).




Agent(s): Administrative Agent and Collateral Agent.




Agreement: this Credit Agreement, as the same may be amended, restated, supplemented,
renewed, replaced or extended from time to time.




Aggregate Revolving Credit Commitments: an amount calculated from time to time as Twenty
Million Dollars ($20,000,000), as reduced from time to time by aggregate reductions, if any, in
the Revolving Credit Commitments from time to time pursuant to Section 2.05.



- 3 -









 






Aggregate Term Loan Commitments: Twenty Million Dollars ($20,000,000).




Asset Sale: one or more Dispositions of assets or property of a Borrower or Borrowers
(exclusive, however, of Pre-Approved Station Sales) which, in the aggregate, yield Net Cash
Proceeds in a single calendar year equal to or greater than Ten Million Dollars ($10,000,000).




Assignment and Acceptance: the meaning specified in Article XII.




Availability: as of any date of determination, if such date is a Business Day, and
determined at the close of business on the immediately preceding Business Day, if such date of
determination is not a Business Day, the sum of Borrowers’ cash balances and the Available
Revolving Credit Commitments.




Available Revolving Credit Commitments: as of any date of determination, if such date is
a Business Day, and determined at the close of business on the immediately preceding Business
Day, if such date of determination is not a Business Day, the amount that Borrowers are entitled
to borrow as Advances under Section 2.01(a) (after giving effect to all then outstanding
Obligations and all sublimits and reserves applicable hereunder).




Base Rate: the per annum interest rate calculated from time to time as being (i) the
greatest of (A) the Prime Rate, (B) the Federal Funds Rate in effect on such day plus fifty (50)
basis points (0.50%), and (C) four percent (4.00%) per annum plus (ii) six percent
(6.00%).




Base Rate Loan: a Loan, or portion thereof, during any period in which it bears interest
at the Base Rate.




Borrower(s): the meaning specified in the Preamble.




Borrower Representative: the meaning specified in Section 13.18.




Borrowing Date: with respect to any Loan or Loans requested by Borrowers hereunder, any
Business Day on which such Loan or Loans are to be made.




Budget: the meaning specified in Section 6.05(e).




Business Day: any day other than a Saturday, Sunday or legal holiday on which banks in
New York, New York, and Los Angeles, California, are open for the transaction of a substantial
part of their commercial banking business, and, if the applicable day relates to a LIBOR Loan or
an Interest Period for a LIBOR Loan, the day on which dealings in Dollar deposits are also
carried on in the London interbank market and banks are open for business in London.




Capital Expenditures: for any period, any payment made directly or indirectly by a
Person for the purpose of acquiring or constructing fixed assets, real property or equipment
which, in accordance with GAAP, would be added as a debit to the fixed asset



- 4 -









 






account of the Person making such expenditure, including, without limitation, the aggregate
amount of Capital Lease Obligations, amounts paid or payable for labor or under any conditional
sale or other title retention agreement or other periodic payment arrangement which is of such a
nature that payment obligations of the lessee or obligor thereunder would be required by GAAP to
be capitalized on the balance sheet of such lessee or obligator.




Capital Lease: any lease of property (real, personal or mixed) which, in accordance with
GAAP and Statement No. 13 of the Financial Accounting Standards Board, would be permitted or
required to be capitalized on the lessee’s balance sheet or for which the amount of the asset and
liability thereunder as if so capitalized should be disclosed in a note to such balance sheet.




Capital Lease Obligations: all obligations of a Person to pay rent or other amounts
under a lease of (or other agreement conveying the right to use) property (real, personal or
mixed) to the extent such obligations are required to be classified and accounted for as a
capital lease on such Person’s balance sheet under GAAP.




Casualty Event: any loss of, damage to, condemnation of or other taking of any asset or
property of a Person for which such Person receives Insurance Proceeds, proceeds of a
condemnation award or other compensation.




CERCLA: the Comprehensive Environmental Response, Compensation and Liability Act of 1989
(42 USC 9601, et. seq.).




Closing Date: the effective date of this Agreement, as evidenced by the Lenders’ funding
of the initial Loans, which Closing Date shall not be later than June 30, 2004, unless the
Lenders otherwise agree.




Code: the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.




Collateral: collectively, any and all collateral referred to herein and in the Security
Documents, or any of them, as specified in Section 2.16, and any and all other collateral pledged
to, or in which a security interest is granted to, Collateral Agent for the benefit of Lenders
from time to time in connection with the Loan Documents.




Collateral Agent: WFF, in its capacity as Collateral Agent for Lenders, and its
successors and assigns, including any replacement or substituted Collateral Agent appointed and
acting in accordance with the terms of this Agreement.




Combined or combined: wherever used in conjunction with a financial statement, covenant
or definition, such statement, covenant or definition shall (unless otherwise specifically
defined herein) refer to Borrowers and their respective Subsidiaries on a combined basis,
determined, calculated or applied in accordance with GAAP.




Commitment(s): the Revolving Credit Commitments and the Term Loan Commitments.



- 5 -









 






Commitment Reduction Notice: the meaning specified in Section 2.05(a).




Compliance Report: the meaning specified in Section 6.05(d).




Compressed Sale Value of Eligible Stations: the aggregate forced liquidation value of
Borrowers’ Eligible Stations as shown on the most recent forced liquidation value appraisal
prepared by an appraiser acceptable to Lenders, Administrative Agent and Collateral Agent, after
deducting the aggregate amount of all Maximum First Priority Indebtedness which is secured by a
Lien or Liens on any Eligible Station assets, which Lien or Liens are senior in priority to Liens
securing payment of the Notes.




Compressed Sale Value of Stations: the aggregate forced liquidation value of Borrowers’
Stations as shown on the most recent forced liquidation value appraisal prepared by an
appraiser, acceptable to Lenders, Administrative Agent and Collateral Agent.




Consolidated or consolidated: wherever used in conjunction with a financial statement,
covenant or definition, such statement, covenant or definition shall (unless otherwise
specifically defined herein) refer to Borrowers and their respective Subsidiaries on a
consolidated basis, determined, calculated or applied in accordance with GAAP.




Continue (or Continuation): the act of continuing the election for a successive Interest
Period of a LIBOR Loan as a LIBOR Loan or a Base Rate Loan as a Base Rate Loan.




Convert (for Conversion): the act of converting at the end of an Interest Period or
otherwise a Base Rate Loan to a LIBOR Loan or a LIBOR Loan to a Base Rate Loan.




Controlled Group: all trades or businesses (whether or not incorporated) under common
control that, together with any Borrower, are treated as a single employer under Section 414(b)
or 414(c) of the Code or Section 40001 of ERISA.




Corporate Overhead: all sums expended by a Person (a) in paying salaries and bonuses to
officers of such Person, (b) in reimbursing officers of such Person for usual and customary
business expenses incurred in the ordinary course of business for business travel and reasonable
accounting, office and secretarial expense incurred by them on behalf of such Person, and (c) in
paying other legal, accounting, auditing, office, administrative and other expenses of such
Person which are not allocable to or incurred directly in the acquisition, disposition or
operation of the Stations or in connection with the Loans.




Current Pay Interest: the meaning specified in Section 2.02(d).




Daily Balance: with respect to each day during the term of this Agreement, the amount of
an Obligation owed at the end of such day.




Damaged Property: the meaning specified in Section 6.02(b).



- 6 -









 






Default: (a) an Event of Default or (b) an event or condition that, but for the
requirement that time elapse or notice be given, or both, would constitute an Event of Default.




Defaulting Lender: any Lender who is in breach of any of its obligations hereunder,
including, without limitation, any Lender who has failed or refused to fund a Loan when required
to do so, as determined by Collateral Agent in its reasonable discretion.




Default Rate: the meaning specified in Section 2.02(e)(i).




Disposition: any sale, lease, sale and leaseback, assignment, conveyance, transfer, asset
swap or other disposition of property.




Documentation Agent: Silver Point, in its capacity as Documentation Agent for the Lenders
pursuant to this Agreement, its successors and assigns, including any replacement or substituted Documentation Agent appointed and acting in accordance with the terms
of this Agreement.




Dollars
and $: lawful money of the United States of America.




Duly Authorized Officer: with respect to any certificate, agreement or other document to be
executed by or on behalf of a Borrower, the manager, chairman, president, chief executive officer,
chief operating officer, chief financial officer, vice president, treasurer or other representative
of such entity, who shall, in any event, be an officer duly authorized by all required action of
such entity to execute and deliver such document.




Early
Termination Fee: the meaning specified in
Section 2.05(d).



EBC: the meaning specified in the
Preamble.


EBC St. Louis: the meaning specified in the Preamble.




EBITDA: for any fiscal period, Net Income of a Person or a Station (as applicable) for
such period, after restoring thereto (without duplication) amounts deducted in the computation
thereof for (a) depreciation, (b) amortization (including, without limitation, amortization of
Programming Payments), (c) Interest Expense, (d) other non-cash expenses determined in accordance
with GAAP, (e) taxes in respect of income and profits expensed during such period, (f) Transaction
Costs for such period, (g) Trade expense, (h) extraordinary losses charged to Net Income for such
period, and (i) Corporate Overhead payments to the extent such payments were funded solely from
cash equity contributions; minus (v) Programming Payments, (w) extraordinary and non-cash gains
included in Net Income for such period, (x) management fees paid to the extent such fees are not
deducted in calculating Net Income, (y) Trade revenue, and (z) income not directly derived from
the operation of the Stations (including interest income). For the purposes of the financial
covenants in Sections 5.01 through 5.06, EBITDA shall be determined on a pro forma basis after
giving effect to all Acquisitions and Dispositions made by the Borrowers at any time during the
applicable fiscal period, in each case as if such Acquisition or Disposition had occurred at the
beginning of such fiscal period.



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Effective Date: the meaning specified in Section 2.07(b).




Eligible Station: a Station owned and operated by a Borrower, the assets of which are
subject to either (a) a perfected first priority security interest in favor of Collateral Agent
for the benefit of Lenders (exclusive, however, of Permitted Liens other than Liens described in
Section 7.02(c)), or (b) a perfected second priority security interest in favor of Collateral
Agent (exclusive, however, of Permitted Liens other than Liens described in Section 7.02(c)), and
the holder of the first priority security interest in such assets has executed and delivered to
Agents an intercreditor agreement in form and substance acceptable to Agents including provisions
which, inter alia, establish a maximum amount of Indebtedness secured by such prior
security interest (“Maximum First Priority Indebtedness”) and grant to Lenders a right to
cure or acquire such Indebtedness, at Lenders’ option, in the event of a declared default in
respect to such Indebtedness.




Eligible Transferee: (a) a commercial bank organized under the laws of the United States,
or any state thereof, and having total assets in excess of $250,000,000, (b) a commercial bank
organized under the laws of any other country which is a member of the Organization for Economic
Cooperation and Development or a political subdivision of any such country and which has total
assets in excess of $250,000,000, provided that such bank is acting through a branch or agency
located in the United States, or (c) a finance company, insurance company, or other financial
institution or fund that is engaged in making, purchasing, or otherwise investing in commercial
loans in the ordinary course of its business and having (together with its Affiliates) total
assets in excess of $250,000,000.




Environmental Laws: any and all present and future Federal, state and local laws, rules
or regulations, and any orders or decrees, in each case as now or hereafter in effect, relating
to the regulation or protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes into the indoor or outdoor environment, including, without
limitation, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants, contaminants, chemicals or toxic or hazardous
substances or wastes.




Environmental Questionnaire: the meaning specified in Section 4.20(g).



Environmental Site Assessment: the meaning specified in Section 4.20(8).



ERISA: the Employee Retirement Income Security Act of 1974, as amended.




Equity Holders: the holders of Equity Securities issued by a Person.




Equity Securities: with respect to any Person that is a corporation, the authorized shares
of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting
capital stock, and, as to any Person that is not a corporation or an individual, the equity or the
ownership interests in such Person in whatever form they take, including, without limitation,
membership interests, limited partnership interests, general



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partnership interests, limited liability partnership interests, trust certificates and any other
right to share in profits and losses, the right to receive distributions of cash and property, and
the right to receive allocations of items of income, gain, loss, deduction and credit and similar
items from such Person, whether or not such interests include voting or similar rights entitling
the holder thereof to exercise control over such Person. Such Equity Securities shall include all
rights and interests associated therewith and any warrants, options and other rights to acquire
additional interests which accompany or are part of such Equity Securities.




Event of Default: the meaning specified in Article VIII.




FAA: the Federal Aviation Administration or any other federal government agency which may hereafter
perform its functions.




FCC: the Federal Communications Commission or any other successor federal governmental
agency which may hereafter perform its functions.




FCC Rules: the meaning specified in Section 4.08.




Federal Funds Rate: for any period, a fluctuating interest rate per annum (based on
a 360 day year) equal for each day during such period to the weighted average of the rates of
interest charged on overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published for any day which is a Business
Day by the Federal Reserve Bank of New York (or, in the absence of such publication, as reasonably
determined by Collateral Agent).




Fee Letter: that certain fee letter of even date herewith, between Borrowers and
Administrative Agent, as amended from time to time in accordance with the terms thereof.




Final Order: written action or order issued by the FCC setting forth the consent of the
FCC (a) which has not been reversed, stayed, enjoined, set aside, annulled or suspended, and (b)
with respect to which (i) no requests have been filed for administrative or judicial review,
consideration, appeal or stay, and the normal time for filing any such requests and for the FCC to
set aside the action on its own motion (whether upon reconsideration or otherwise) has expired, or
(ii) in the event of review, reconsideration or appeal, the time for further review,
reconsideration or appeal has expired.




Fiscal Quarters: the three-month periods ending each March 31, June 30, September 30 and
December 31.




Fiscal Year: the year ending December 31.




Fort Smith 46: the meaning specified in the Preamble.




GAAP: generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial



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Accounting Standards Board or such other entity as may be approved by a significant segment of
the accounting profession, as in effect from time to time, applied on a basis consistent with (a)
the application of the same in prior fiscal periods, (b) that employed by the Accountants in
preparing the financial statements referred to in Section 6.05(a) and (c) the accounting
principles generally utilized in the television broadcasting and other communications and
broadcasting industries. In the event that any accounting change of the Financial Accounting
Standards Board shall be promulgated resulting in a change in the method of calculation of
financial covenants, financial standards or other terms in this Agreement, then Borrowers and
Agents agree to enter into negotiations in order to amend such provisions of this Agreement so as
to equitably reflect such accounting changes to the effect that the criteria for evaluating
Borrowers’ financial condition shall be the same after such accounting changes as if such
accounting changes had not been made. Until such time as such an amendment shall have been
executed and delivered by Borrowers, Agents and the Required Lenders, all financial covenants,
financial standards and other terms in this Agreement shall continue to be calculated or construed
as if such accounting changes had not occurred.




Governmental Authority: any nation or government, any state or other political subdivision
thereof and any entity exercising any executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, government.




Guarantee: with respect to a specified Person:




     (a) any guarantee by such Person of the payment or performance of, or any contingent
obligation by such Person in respect of, any Indebtedness or other obligation of any primary
obligor;




     (b) any other agreement, promise or undertaking of such Person on the basis of which credit
is extended to a primary obligor (including any binding “comfort letter”, “makewell agreement” or
“keepwell agreement” written by such Person) to (i) pay the Indebtedness of such primary obligor,
(ii) purchase an obligation owed by such primary obligor, (iii) indemnify or hold harmless such
primary obligor for or (iv) pay for the purchase or lease of assets or services regardless of the
actual delivery thereof or (v) maintain the capital, working capital, solvency or general
financial condition of such primary obligor;




     (c) any liability of such Person with respect to the tax liability of others as a member of a
group (other than a group consisting solely of the Borrowers) that is consolidated for tax
purposes; and




     (d) any reimbursement obligations, whether contingent or matured, of such Person with respect
to letters of credit, bankers acceptances, surety bonds and other financial guarantees,




in each case whether or not any of the foregoing are reflected on the balance sheet of such Person
or in a footnote thereto, provided, however, that the term “Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of business.



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The amount of any Guarantee and the amount of Indebtedness resulting from such Guarantee shall be
the maximum amount that the guarantor may become obligated to pay in respect of the obligations
(whether or not such obligations are outstanding at the time of computation).




Hazardous Materials: (a) any petroleum or petroleum products, flammable materials,
explosives, radioactive materials, asbestos, urea formaldehyde foam insulation, and transformers
or other equipment that contain polychlorinated biphenyls (“PCB’s”), (b) any chemicals or
other materials or substances that are now or hereafter become defined as or included in the
definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely
hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”,
“contaminants”, “pollutants” or words of similar import under any Environmental Law and (c) any
other chemical or other material or substance, exposure to which is now or hereafter prohibited,
limited or regulated under any Environmental Law.




Inactive Subsidiaries: Subsidiaries of Borrowers which do not own or hold any assets and
which do not own or operate any business.




Indebtedness or indebtedness: with respect to a specified Person as of any date, all
liabilities, obligations and reserves, contingent or otherwise, which, in accordance with GAAP, are
required to be classified as liabilities on a balance sheet of such Person as of the date as of
which Indebtedness is to be determined (except items of capital stock, capital or paid-in surplus
or retained earnings and excluding trade accounts payable and accrued expenses arising in the
ordinary course of business and payable in accordance with customary practices for businesses
comparable to such Person’s business), but in any event including (without duplication) (a) all
obligations of such Person for borrowed money (whether recourse or non-recourse) or with respect to
deposits or advances of any kind, including, without limitation, principal, interest, fees and
premiums; (b) indebtedness of such Person evidenced by notes, debentures, bonds or similar
instruments; (c) all Capital Lease Obligations of such Person; (d) all liabilities of others
secured by any Lien (whether existing or contingent) on property owned or acquired by such Person,
whether or not the liability secured thereby shall have been assumed; (e) all obligations of such
Person issued or assumed as the deferred purchase price of assets, services or securities,
including related noncompetition, consulting and stock repurchase obligations; (f) all obligations
of such Person in respect of mandatory redemption or cash dividend rights on Equity Securities; (g)
all reimbursement obligations, whether contingent or matured, of such Person with respect to
letters of credit, bankers acceptances, surety bonds, and other financial guarantees (without
duplication of other Indebtedness supported or guaranteed thereby); and (h) all Guarantees in
respect of Indebtedness of others. The Indebtedness of any Person shall include any Indebtedness of
any partnership in which such Person is a general partner.




Indemnified Liabilities: the meaning specified in Section 13.14.




Indemnified Parties: the meaning specified in Section 13.14.



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Insurance Proceeds: with respect to any Casualty Event, any proceeds of insurance,
condemnation award or other compensation in respect thereof.




Intellectual Property: collectively, all rights; priorities and privileges relating to
intellectual property, whether arising under United States, multinational or foreign laws or
otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks,
trademark licenses, patent applications, trade names, trademark registration applications,
copyright registration applications, technology, know-how, processes, and other proprietary rights,
and all rights to sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.




Interest Expense: for any period, the aggregate amount of interest accrued by the
Borrowers (whether or not paid) in respect of Indebtedness for borrowed money and Capital Leases,
including, without limitation, fees payable to any Lender pursuant to this Agreement or the Fee
Letter, but excluding deferred finance charges and interest not paid and not required to be paid
in respect to Subordinated Debt.




Interest Period: with respect to each LIBOR Loan:




     (a) initially, the period commencing on the Closing Date or Conversion date, as the case may
be, with respect to such LIBOR Loan and ending one (1), three (3) or six (6) months thereafter, as
selected by the Borrowers in the Request for Advance or Notice of Conversion or Continuation given
with respect thereto; and




     (b) thereafter, each period commencing on the last day of the immediately preceding Interest
Period applicable to such LIBOR Loan and ending one (1), three (3) or six (6) months thereafter,
as selected by the Borrowers by irrevocable notice to Collateral Agent not less than three (3)
Business Days prior to the last day of the then current Interest Period with respect thereto;




provided,
however, that the foregoing provisions are subject to the following:




     (i) if any Interest Period pertaining to a LIBOR Loan would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into another calendar
month in which event such Interest Period shall end on the immediately preceding Business Day;




     (ii) if the Borrowers shall fail to give notice as provided above, the Borrowers shall be
deemed to have selected a LIBOR Loan with a one-month Interest Period to replace the affected
LIBOR Loan;




     (iii) any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall end on the last Business Day of the relevant
calendar month;



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     (iv) no Interest Period shall extend beyond the Maturity Date and no Interest Period shall
extend beyond any principal amortization payment date unless the portion of such Loans consisting
of Base Rate Loans together with the portion of such Loans consisting of LIBOR Loans with Interest
Periods expiring prior to or concurrently with the date such principal amortization payment date is
due, is at least equal to the amount of such principal amortization payment due on such date; and




     (v) no more than four (4) LIBOR Loans may be in effect at any time. For purposes hereof,
LIBOR Loans with different Interest Periods shall be considered as separate LIBOR Loans, even if
they shall begin on the same date and have the same duration, although borrowings, extensions and
Conversions may, in accordance with the provisions hereof, be combined at the end of existing
Interest Periods to constitute a new LIBOR Loan with a single Interest Period.




     If an Interest Period is extended or shortened by the application of the provisions in clause
(i) of this definition, the next succeeding Interest Period shall (without prejudice to the
application of such provisions) end on a day on which it would have ended if the preceding
Interest Period had not been so extended or shortened.




Issuing Lender: WFF or any other Lender that, at the request of a Borrower and with the
consent of Collateral Agent agrees, in such Lender’s sole discretion, to become an Issuing Lender
for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 2.01(b).




Joinder Agreement: an agreement in the form of Exhibit C attached hereto pursuant
to which a Subsidiary of a Borrower, in connection with a Permitted Acquisition, becomes a
Borrower hereunder for all purposes as of the date of such Permitted Acquisition.




La Grande: the meaning specified in the Recitals.




L/C: the meaning specified in Section 2.01(b).




L/C Disbursement: a payment made by the Issuing Lender pursuant to a Letter of Credit.




L/C Undertaking: the meaning specified in Section 2.01(b).




Leases: the meaning specified in Section 4.09(b).




Lenders: the meaning specified in the Preamble.




Letter of Credit: an L/C or an L/C Undertaking, as the context requires.




Letter of Credit Usage: as of any date of determination, the aggregate undrawn amount of
all outstanding Letters of Credit plus 100% of the amount of outstanding time drafts accepted by
an Underlying Issuer as a result of drawings under Underlying Letters of Credit.



- 13 -









 






LIBOR: the greater of (i) two percent (2%) per annum, and (ii) the per annum rate of
interest determined on the basis of the offered rate for deposits in Dollars in an amount
substantially equal to the amount of the applicable LIBOR Loan for a period equal to the
applicable Interest Period which appears on the Telerate Page 3750 at approximately 11:00 a.m.
(London time) two (2) Business Days prior to the first day of the applicable Interest Period
(rounded upward, if necessary, to the nearest one-hundredth of one percent (1/100%)). If, for any
reason, such rate does not appear on Telerate Page 3750, or shall cease to be available from
Telerate News Service, then “LIBOR” shall be determined by the Collateral Agent from such
financial reporting service or other information as shall be reasonably designated by the
Collateral Agent, to be the arithmetic average (rounded upward, if necessary, to the nearest
one-hundredth of one percent (1/100%)) of the interest rate per annum representing the British
Banker’s Association average of interbank offered rates for dollar deposits in Dollars in the
London Interbank Market approximately 11:00 a.m. (London time) two (2) Business Days prior to the
first day of the applicable Interest Period for a period equal to such Interest Period and in an
amount substantially equal to the amount of the applicable LIBOR Loan.




LIBOR Loan: a Loan, or portion thereof, during any period in which it bears interest at
a rate based upon the LIBOR Rate.




LIBOR Rate: a rate per annum determined for such month in accordance with the following
formula (rounded upward to the nearest 1/100th of l%):



	 	 	 	 	 
	 

	 	LIBOR
 

1.00 — LIBOR Reserve Requirements
	 	 







LIBOR Reserve Requirements: for any month, the aggregate (without duplication) of the
maximum rates (expressed as a decimal fraction) of applicable reserve requirements in effect on
the first day of such month (including, without limitation, basic, supplemental, marginal and
emergency reserves) under any regulations of the Board of Governors of the Federal Reserve System
or other Governmental Authority having jurisdiction with eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of such Board as the same is
from time to time in effect, and all official rulings and interpretations thereunder or thereof
and any successor regulation thereto) maintained by a member bank of such Federal Reserve System.




License: a license, authorization, permit, franchise or registration granted by the FCC
or any other Governmental Authority necessary or required for the construction, ownership or
operation of any Station, together with any extensions or renewals thereof. The term “License”
shall include each of the Licenses set forth on Schedule 4.07.




Lien: any mortgage, security interest, restriction (other than FCC restrictions on the
transfer of Equity Securities or Licenses), hypothecation, prior claim, charge, lien, encumbrance
of any kind, or priority, including without limitation, liens and encumbrances in respect of
unpaid taxes.



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Lien Searches: the meaning specified in Section 3.01.




LMA: a local marketing agreement, program service agreement or time brokerage agreement
between a broadcaster and a television station licensee or radio station licensee pursuant to
which the broadcaster provides programming to, and retains the advertising revenues of, such
station in exchange for fees paid to the licensee.




Loan Documents: this Agreement, the Notes, the Fee Letter, the Security Documents and all
other agreements, instruments and certificates contemplated hereby and thereby.




Loan Request: the meaning specified in Section 2.03.




Loan(s): Revolving Credit Loans and Term Loans.




Logan 12: the meaning specified in the Recitals.




Management Agreement: that certain Management Agreement dated June 1, 1998, between EBC,
Kaleidoscope Affiliates, LLC, Kaleidoscope Radio LLC, KKYK - Channel 22, Inc., and Arkansas Media,
LLC.




Margin Stock: the meaning specified in Section 4.13.




Material Adverse Effect: the occurrence of any event or circumstance which, individually or
in the aggregate with other such circumstances, (a) has had, or could reasonably be expected to
have, an adverse effect on the validity or enforceability of this Agreement or any of the other
Loan Documents in any material respect, (b) has had, or could reasonably be expected to have, an
adverse effect on the condition (financial or otherwise), business, results of operations, assets,
income or properties of a Borrower, in any material respect, including an adverse effect on the
value of Collateral, or (c) has impaired or could reasonably be expected to impair in any
material respect, the ability of a Borrower to fulfill its obligations under this Agreement or any
other Loan Document to which such Borrower is a party.




Maturity Date: the fifth anniversary of the Closing Date, or such earlier date as the
Obligations shall be declared to be due and payable in full by reason of the occurrence of an
Event of Default.




Maximun First Priority Indebtedness: the meaning specified in the definition of
“Eligible Station”.




Montana Broadcasting: Montana Broadcasting Group, Inc., an Arkansas corporation.




Monthly Payment Date: the first Business Day of each month.




Net Cash Proceeds: with respect to any Disposition, the aggregate amount of all cash
payments received by a Borrower, directly or indirectly, in connection with such Disposition,
whether at the time thereof or after the consummation of such Disposition under deferred payment
arrangements or investments entered into or received in



- 15 -









 






connection with such Disposition, minus the aggregate amount of all reasonable and
customary legal, accounting, regulatory, title and recording tax expenses, transfer taxes, amount
paid to discharge liens, commissions and other fees and expenses paid at any time by a Borrower
in connection with such Disposition, and minus any taxes payable or due in connection
with such Disposition or cash reserves established therefor in
connection with such Disposition.
Net Cash Proceeds shall not include, however, any exchange credit received in a tax deferred
exchange of property.




Net Income: for any period, the net income (or loss) of a Person or Station (as
applicable) after deducting all operating expenses, provisions for all taxes and reserves
(including reserves for deferred income taxes) and all other proper deductions but excluding all
income and expenses arising from any Trades, all determined in accordance with GAAP;
provided, however, that all Corporate Overhead payments, management fees and
non-compete payments shall be deducted as operating expenses for the purposes of calculating Net
Income.




New Borrowers: the meaning specified in the Preamble and identified in Schedule
1.01.




Notes: the Revolving Credit Notes and the Term Notes.




Notice of Conversion or Continuation: a notice in the form of Schedule 2.02
hereto.




Obligations: the unpaid principal of and interest on (including interest accruing after
the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to a Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding)
the Loans and all other indebtedness, obligations and liabilities of Borrowers and each of them
to Administrative Agent, to Collateral Agent or to any Lender, whether direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter incurred, which may arise
under, out of, or in connection with, this Agreement, any other Loan Document or any other
document now or hereafter made, delivered or given in connection herewith or therewith,
including, without limitation, any and all principal, interest, reimbursement obligations, fees,
indemnities, costs and expenses (including all fees, charges and disbursements of counsel to
Administrative Agent, to Collateral Agent or to any Lender that are required to be paid by any
Borrower pursuant hereto).




Opening Balance Sheet: the pro forma consolidated opening balance sheet for the
Borrowers as of the Closing Date, after giving effect to the transactions contemplated
hereby.




Option Agreement: the meaning specified in Section 3.01(b)(xiii).




Organizational Documents: with respect to a corporation, the certificate or articles of
incorporation and by-laws of such corporation; with respect to a partnership, the certificate of
partnership (or limited partnership, as applicable) and partnership agreement, together with the
analogous documents for any corporate or partnership



- 16 -









 






general partner; with respect to a limited liability company, the certificate of formation or
articles of organization and operating agreement; and in any case, any other document governing the
formation and conduct of business by such Person.




Original Borrowers: the meaning specified in the Recitals.




Original Credit Agreement: the meaning specified in the Recitals.




Original Loans: the meaning specified in the Recitals.




Participant: the meaning specified in Section 2.12.




PBI: the meaning specified in the Preamble.




Permitted Acquisition: an Acquisition of a television broadcast property or station which
is permitted to be made pursuant to

 Section 7.04(b).




Permitted Dispositions: the meaning specified in Section 7.03.




Permitted Investments: (a) investments in property to be used by a Person in the ordinary
course of business; (b) current assets arising from the sale of goods and services in the ordinary
course of business; (c) investments (of one year or less) in direct or guaranteed obligations of
the United States, or any agency thereof, (d) investments (of 90 days or less) in certificates of
deposit of any domestic commercial bank having capital, surplus and undivided profits in excess of
$10,000,000, membership in the Federal Deposit Insurance Corporation
(“FDIC”) and senior
debt rated carrying the highest rating of Standard & Poor’s Ratings Service, A Division of McGraw
Hill, Inc., or Moody’s Investors Service, Inc. (an “Approved Institution”); (e)
investments (of 90 days or less) in commercial paper given one the highest rating by Standard and
Poor’s Ratings Service, A Division of McGraw Hill, Inc., or by Moody’s Investors Service, Inc.;
(f) investments redeemable at any time without penalty in money market instruments placed through
an Approved Institution; (g) other investments or short-term loans (including advances to
employees in the ordinary course of business for the payment of
bona fide,
properly documented, business expenses to be incurred on behalf of the Borrowers), in an aggregate
amount not to exceed $50,000 outstanding at any one time; and (h) investments in existing
Subsidiaries and other business entities described in Schedules
4.10 and 4.19,and
investments in Subsidiaries in connection with Permitted Acquisitions if all of the conditions set
forth in Section 7.04(b) are satisfied. Notwithstanding the foregoing, Permitted Investments shall
not include Margin Stock to the extent such investment would cause or result in a violation of any
law or regulation (including, without limitation, Regulations U or T of the Federal Reserve
Board).




Permitted Liens: the meaning specified in Section 7.02.




Person or person: any individual, corporation, partnership, limited liability company,
joint venture, trust, business unit, unincorporated organization, or other organization, whether
or not a legal entity, or any government or any agency or political subdivision thereof.



- 17 -









 






PIK Election: the meaning specified in Section 2.02(d).




PIK Interest: the meaning specified in Section 2.02(d).




Pre-Approved Station Sales: Dispositions of television broadcast stations described in
Schedule 7.03 attached hereto for Net Cash proceeds set forth in said Schedule
7.03.




Prime Rate: as of any date, the rate of interest announced within Wells Fargo at its
principal office in San Francisco as its “prime rate”, with the understanding that the “prime
rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as
the basis upon which effective rates of interest are calculated for those loans making reference
thereto and is evidenced by the recording thereof after its announcement in such internal
publication or publications as Wells Fargo may designate.




Programming: all programming and film rights and all rights to broadcast television
programming of any kind, whether held under license, lease, agreement, contract or otherwise for
use by a Person in connection with any of the Stations, including, without limitation, all rights
for programming of movies, television series productions, children’s programming, sports
productions, news coverage and other television viewing products, and the rights to all video
tapes, films and other materials now or hereafter constituting or embodying such programming.




Programming Payments: for any period, all cash payments required to be made by a Person in
respect of Programming pursuant to Programming agreements.




Projections: the meaning specified in Section 4.17.




Properties: the meaning specified in Section 4.20(a).




Pro
Rata; Pro Rata Share and Ratable: (i) the respective meanings specified in Section 2.13
with respect to the matters described therein, (ii) with respect to matters relating solely to
Revolving Credit Lenders (including the Letter of Credit provisions hereof), the percentage
obtained by dividing a Revolving Credit Lender’s Revolving Credit Commitment by the Aggregate
Revolving Credit Commitments; provided, however, that if the Revolving Credit Commitments
have been terminated or the Obligations have been accelerated, Pro Rata Share shall be the
percentage obtained by dividing the unpaid principal amount of such Revolving Credit Lender’s
Revolving Credit Loans by the unpaid principal balance of all Revolving Credit Loans; (iii) with
respect to matters relating solely to Term Loan Lenders, the percentage obtained by dividing the
unpaid principal amount of such Term Loan Lender’s Term Loans by the unpaid principal balance of
all Term Loans; and (iv) with respect to all other matters as to a particular Lender (including
the indemnification obligations arising under Section 10.05), the percentage obtained by dividing
(A) such Lender’s Revolving Credit Commitment plus the unpaid principal amount of such
Lender’s Term Loan, by (B) the Aggregate Revolving Credit Commitments of all Lenders plus
the aggregate unpaid principal balance of all Term Loans;
provided, however, that in the
event the Revolving Credit Commitments have been terminated or the Obligations have been
accelerated, Pro Rata Share shall be the percentage obtained by dividing (A) the principal amount
of such



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Lenders’ Revolving Credit Loans plus the unpaid principal amount of such Lenders’ Term
Loans, by (B) the principal amount of all outstanding Revolving Credit Loans plus the
aggregate unpaid principal balance of all Term Loans.




Quarterly Dates: the last day of March, June, September and December in each year.





Quarterly Payment Dates: the first day of each January, April, July and October.




Recovering Party: the meaning specified in Section 2.13(b).




Recovery: the meaning specified in Section 2.13(b).




Regulation D: Regulation D of the Board of Governors of the Federal Reserve System, as the
same may be amended or supplemented from time to time.




Regulatory Change: with respect to any Lender, any change after the date of this Agreement
in any law, rule or regulation (including without limitation Regulation D) of the United States,
any state or any other nation or political subdivision thereof, including without limitation the
issuance of any final regulations or guidelines, or the adoption or making after the date of this
Agreement of any interpretation, directive or request, applying to a class of banks or financial
institutions in which such Lender is included under any such law, rule or regulation (whether or
not having the force of law and whether or not failure to comply therewith would be unlawful) by
any court or governmental or monetary authority charged with the interpretation thereof.




Related Lender Party: with respect to any Lender, such Lender’s parent company and/or any
Affiliate of such Lender which is at least fifty percent (50%) owned by such Lender or its parent
company or, in the case of any Lender which is a fund or account investing in bank loans, any
other fund that invests in bank loans and is managed by the same investment advisor or investment
manager of such Lender or by an Affiliate of such investment advisor or investment manager.




Remedial Work: all activities, including, without limitation, cleanup design and
implementation, removal activities, investigation, field and laboratory testing and analysis,
monitoring and other remedial and response actions, taken or to be taken in connection with, or
arising out of, Hazardous Materials, including without limitation all activities included within
the meaning of the terms “removal,” “remedial action” or “response,” as defined in 42 U.S.C.
Section 9601(23), (24) and (25).




Required Lenders: at any time, Lenders (who are not Defaulting Lenders) holding in the
aggregate at least two-thirds (2/3%) of the sum of (a) the aggregate outstanding principal balance
of the Loans and (b) the aggregate amount of the unutilized Revolving Credit Commitments, if any,
excluding from such calculations, however, the Loans and Revolving Credit Commitments held by the
Defaulting Lenders.




Required Payment: the meaning specified in Section 2.14.



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Restoration Period: with respect to any Casualty Event, one hundred eighty (180) days
following receipt by a Borrower of Insurance Proceeds paid in connection therewith, and with
respect to any Disposition or condemnation proceeding, one hundred eighty (180) days following
receipt by a Borrower of, respectively, Net Cash Proceeds or condemnation proceeds.




Restricted Payment: any distribution or payment of cash or property (other than so-called
“payments in kind” or “PIK”), or both, directly or indirectly (a) in respect of Subordinated Debt
or (b) to any Equity Holder or other Affiliate of a Borrower for any reason whatsoever, including
without limitation, salaries, debt repayment, consulting fees, management fees, expense
reimbursements and dividends, distributions, put, call or redemption payments and any other
payments in respect of ownership interests in such Borrower; provided, however, that Restricted
Payments shall not include:




     (i) reasonable Transaction Costs;




     (ii) reasonable salary payments and benefits made to employees; and




     (iii) the reimbursement of out-of-pocket travel expenses of members of the Borrowers’ Board
of Directors, not to exceed $10,000 in the aggregate for any Fiscal Year.




Revolving Credit Commitment: with respect to each Revolving Credit Lender, the commitment
of such Revolving Credit Lender to make Revolving Credit Loans, as such Revolving Credit
Commitment (a) may be reduced from time to time pursuant to Section 2.05, and (b) may be reduced
or increased from time to time pursuant to Article XII. The initial maximum amount of each
Revolving Credit Lender’s Revolving Credit Commitment is set forth in Schedule 2.01.




Revolving Credit Commitment Period: the period from and including the Closing Date up to,
but not including, the earliest of (a) the Maturity Date and (b) the date of termination of the
Revolving Credit Commitments.




Revolving Credit Lenders: Lenders holding Revolving Credit Notes and Revolving Credit
Commitments.




Revolving Credit Loans: Loans made by Revolving Credit Lenders to Borrowers pursuant
to Section 2.01(a).




Revolving Credit Note(s): the meaning specified in Section 2.01(a).




River City: the meaning specified in the Recitals.




Risk Participation Liability: means, as to each Letter of Credit, all reimbursement
obligations of Borrowers to the Issuing Lender with respect to an L/C Undertaking, consisting of
(a) the amount available to be drawn or which may become available to be drawn, (b) all amounts
that have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed
by Borrowers, whether by the making of an Advance or



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otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with respect
thereto.




Security Document(s): the meaning specified in Section 2.16(d).




Senior Debt: at any time, (i) all outstanding Indebtedness of the Borrowers, or any of
them, to Lenders, or any of them, including, without limitation, Indebtedness incurred pursuant to
this Agreement, and (ii) all other outstanding funded Indebtedness (including, without limitation,
Capital Leases) owed by Borrowers and their Subsidiaries (on a consolidated basis) other than
Subordinated Debt existing on the Closing Date as consented to by Required Lenders.




Services Agreement(s): Services Agreement dated May 30, 2002, between EBC and EBC St.
Louis; Services Agreement dated November 27, 2002, between EBC and River City; and Services
Agreement dated November 27, 2002, between EBC and Fort Smith 46; Services Agreement dated August
15, 2003, between EBC and Shawnee; Services Agreement dated August 15, 2003, between EBC and La
Grande; Services Agreement dated August 15, 2003, between EBC and Logan 12; and Services Agreement
dated August 15, 2002, between EBC and PBI, and such other Services Agreements between EBC and
certain of its Subsidiaries as are listed in Schedule 4.16.




Shawnee: the meaning specified in the Recitals.




Silver Point: Silver Point Finance, LLC, a Delaware limited liability company.




Specified Authority: the FCC, the FAA and all other Governmental Authorities having
jurisdiction over any Borrowers, any Stations and/or any Licenses.




SPCP and SPCP III: the respective meanings specified in the Recitals.




SPLenders: the meaning specified in the Recitals.




Station or Stations: a broadcast television station owned or programmed by a Borrower
which consists of all of the properties and operating rights constituting a complete, fully
integrated system for transmitting television signals from a transmitter licensed by the FCC,
together with all associated boosters and translators, without payment of any fee by the Persons
receiving such signals, including, without limitation, each of the Stations described in
Schedule 4.07 hereto.




Subordinated Debt: indebtedness owed by a Borrower or a Subsidiary of a Borrower to a
Person other than a Lender, which Indebtedness has been subordinated in writing to the prior
payment in full of all of the Obligations, on terms approved by Agents in writing (including,
without limitation, satisfactory standstill and bankruptcy provisions).




Subsidiary: any corporation, partnership, joint venture, association or other business
entity, whether now existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the equity interests entitled (without regard
to the occurrence of any contingency) to vote in the election of



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directors, officers or trustees thereof is held by such Person or any of its Subsidiaries; or (ii)
in the case of a partnership, joint venture, association or other business entity, with respect to
which such Person or any of its Subsidiaries has the power to direct or cause the direction of the
management and policies of such entity by contract or otherwise or if in accordance with GAAP such
entity is consolidated with such Person for financial statement purposes.




Taxes: the meaning specified in Section 2.09.




Term Loan Commitment: with respect to each Term Loan Lender, the commitment of such Term
Loan Lender to make Term Loans. The initial maximum amount of each Term Loan Lender’s Term Loan
Commitment is set forth in Schedule 2.01.




Term Loan Lenders: Lenders holding Term Notes.




Term Loans: Loans made by Term Loan Lenders to Borrowers pursuant to Section 2.01(c).




Term Notes: the meaning specified in Section 2.01(c). 




Third Parties: the meaning specified in Section 13.02.




Total Debt: at any time, all outstanding Indebtedness of Borrowers, or any of them, in
respect of borrowed money and Capital Leases (exclusive of intercompany items), excluding any
obligations in respect of non-competition agreements.




Total Debt Service: for any period, the aggregate amount of principal, Total Interest
Expense, fees and other amounts required to be paid during such period in respect of Borrowers’
Total Debt.




Total fixed Charges: for any fiscal period, the sum of (a) Total Debt Service for such
period, (b) income taxes paid by Borrowers during such period, (c) Capital Expenditures of
Borrowers during such period, (d) Restricted Payments made during such period, and (e) to the
extent not deducted as expenses in calculating Net Income, payments made by Borrowers under
non-competition agreements made during such period.




Total Interest Expense: for any period, Interest Expense which is payable, or currently
paid, in cash.




Trades: those assets and liabilities of Borrowers which do not represent the right to
receive payment in cash or the obligation to make payment in cash and which arise pursuant to
so-called “trade” or “barter” transactions.




Transaction Costs: for any period, specific nonrecurring out-of-pocket expenses (including
attorneys’ fees, investment banking fees and facility fees, but excluding recurring costs such as
commitment and agency fees) payable by Borrowers to Persons who are not Affiliates of Borrower
during such period in connection with the closing of



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the transactions under this Agreement, to the extent the same are expensed (rather than
capitalized).




Underlying Issuer: a third Person which is the beneficiary of an L/C Undertaking
and which has issued a letter of credit at the request of the Issuing Lender for the
benefit of one or more Borrowers.




Underlying Letter of Credit: a letter of credit that has been issued by an
Underlying Issuer.




Unused
Line Fees: the meaning specified in
Section 2.06(b).


Warrant: the meaning specified in Section 3.01(b)(xiii).




Wells Fargo: Wells Fargo Bank, National Association, a national banking
association.




WFF: the meaning specified in the Preamble.



     Section 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to be delivered
hereunder shall be prepared in accordance with GAAP.



     Section 1.03. Computation of Time Periods. In this Agreement, with respect
to the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including” and the words “to” and “until” each mean “to but excluding.”
Periods of days referred to in this Agreement shall be counted in calendar days unless otherwise
stated.



     Section 1.04.
Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular and to the singular include the
plural, references to any gender include any other gender, the part includes the whole, the term
“including” is not limiting, and the term “or”
has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” References in this Agreement to “determination” by
Lenders include good faith estimates by Lenders (in the case of quantitative determinations), and
good faith beliefs by Lenders (in the case of qualitative determinations). The words “hereof,”
“herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement, unless otherwise specified. Any
reference in this Agreement or any of the Loan Documents to this Agreement or any of the Loan
Documents includes any and all permitted alterations, amendments, changes, extensions,
modifications, renewals, or supplements thereto or thereof, as applicable.



     Section 1.05. Exhibits and Schedules. All of the exhibits and schedules
attached hereto shall be deemed incorporated herein by reference.



     Section 1.06. No Presumption Against Any Party. Neither this Agreement, any
of the Loan Documents, any other document, agreement, or instrument entered into in connection
herewith, nor any uncertainty or ambiguity herein or therein shall be construed or resolved using



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any presumption against any party hereto, whether under any rule of construction or
otherwise. On the contrary, this Agreement, the Loan Documents, and the other documents,
instruments, and agreements entered into in connection herewith have been reviewed by each of the
parties and their counsel and shall be construed and interpreted according to the ordinary
meanings of the words used so as to accomplish fairly the purposes and intentions of all parties
hereto.



     Section 1.07. Independence of Provisions. All agreements and covenants
hereunder, under the Loan Documents, and the other documents, instruments, and agreements entered
into in connection herewith shall be given independent effect such that if a particular action or
condition is prohibited by the terms of any such agreement or covenant, the fact that such action
or condition would be permitted within the limitations or another agreement or covenant shall not
be construed as allowing such action to be taken or condition to exist.



     II. GENERAL TERMS.



     Section 2.01. Loan Facilities.



     (a) Revolving Credit Facilities. (i) Subject to the terms and conditions contained in
this Agreement, each Revolving Credit Lender agrees to make one or more Advances pursuant to this
Section 2.01(a) (collectively, the “Revolving Credit Loans”) to Borrowers from time to
time during the Revolving Credit Commitment Period in an aggregate principal amount at any time
outstanding which does not exceed the amount of such Revolving Credit Lender’s Revolving Credit
Commitment; provided, however, that:



     (1) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans
outstanding hereunder, plus (y) the Letter of Credit Usage shall at no time exceed the
Aggregate Revolving Credit Commitments then in effect; and



     (2) the sum of (w) the aggregate unpaid principal amount of all Revolving Credit Loans
outstanding hereunder, plus (x) the Letter of Credit Usage, plus (y) the unpaid
principal balance of all Term Loans outstanding hereunder, plus (z) all other Senior Debt
of the Borrowers, shall at no time exceed forty-five percent (45%) of the Compressed Sale Value of
Stations; and



     (3) the sum of (x) the aggregate unpaid principal amount of all Revolving Credit Loans
outstanding hereunder, plus (y) the Letter of Credit Usage, plus (z) the unpaid
principal balance of all Term Loans outstanding hereunder, shall at no time exceed forty-five
percent (45%) of the Compressed Sale Value of Eligible Stations.



     (ii) The borrowings under this Section 2.01(a) shall be evidenced by Borrowers’ Amended and
Restated Secured Revolving Credit Notes issued to the respective Revolving Credit Lenders
(together with any additional Secured Revolving Credit Notes issued to any assignee(s) of the
Revolving Credit Commitments under Article XII or otherwise issued in addition to, in substitution
therefor or amendment or replacement thereof, collectively the
“Revolving Credit Notes”),
such Revolving Credit Notes to be in the form of Exhibit A attached hereto.



     (iii) During the Revolving Credit Commitment Period and within the limits of the Aggregate
Revolving Credit Commitments, Borrowers may borrow, repay and reborrow under,



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and as permitted by, this Section 2.01(a). Interest on the Revolving Credit Loans shall be paid as
required under Section 2.02 and under Section 2.05 in connection with all mandatory and voluntary
reductions of the Revolving Credit Commitments.



     (iv) The Revolving Credit Commitments shall expire on the last day of the Revolving
Credit Commitment Period.



     (b) Letter of Credit Facility. (i) Subject to the terms and conditions of this
Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrowers
(each, an “L/C”) or to purchase participations or execute indemnities, guarantees or
reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to
letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective
Underlying Issuer will be Wells Fargo) for the account of Borrowers. To request the issuance of an
L/C or an L/C Undertaking (or the amendment, renewal, or extension of an outstanding L/C or L/C
Undertaking), the Borrower Representative, on behalf of the Borrowers, 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 Collateral Agent (reasonably in advance of the
requested date of issuance, amendment, renewal, or extension) a notice requesting the issuance of
an L/C or L/C Undertaking, or identifying the L/C or L/C Undertaking to be amended, renewed, or
extended, the date of issuance, amendment, renewal, or extension, the date on which such L/C or
L/C Undertaking is to expire, the amount of such L/C or L/C Undertaking, the name and address of
the beneficiary thereof (or of the Underlying Letter of Credit, as applicable), and such other
information as shall be necessary to prepare, amend, renew, or extend such L/C or L/C Undertaking.
If requested by the Issuing Lender, the Borrowers also shall be applicants under the application
with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking.
The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following
would result after giving effect to the requested Letter of Credit:




     (A) the Letter of Credit Usage would exceed the amount by which the lesser of (v) the
Aggregate Revolving Credit Commitments or (w) forty-five percent (45%) of the Compressed
Sale Value of Eligible Stations, exceeds the amount of outstanding Revolving Credit Loans
and the amount of outstanding Term Loans, or




     (B) the Letter of Credit Usage would exceed $500,000.


Borrowers and the Revolving Credit Lenders acknowledge and agree that certain Underlying Letters
of Credit may be issued to support letters of credit that already are outstanding as of the Closing
Date. Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and
substance acceptable to the Issuing Lender (in the exercise of its discretion), including the
requirement that the amounts payable thereunder must be payable in Dollars. If Issuing Lender is
obligated to advance funds under a Letter of Credit, Borrowers immediately shall reimburse such L/C
Disbursement to Issuing Lender by paying to Collateral Agent an amount equal to such L/C
Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is
made, if Borrowers shall have received written or telephonic notice of such L/C Disbursement prior
to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrowers
prior to such time on such date, then not later than 11:00 a.m., California time, on (i) the
Business Day that Borrowers receive such notice, if such notice is


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received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such
reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance
hereunder and, thereafter, shall bear interest at the rate then applicable to Loans under Section
2.02. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrowers’ obligation
to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance.
Promptly following receipt by Collateral Agent of any payment from Borrowers pursuant to this
paragraph, Collateral Agent shall distribute such payment to the Issuing Lender or, to the extent
that Revolving Credit Lenders have made payments pursuant to Section 2.01(b)(v) to reimburse the
Issuing Lender, then to such Revolving Credit Lenders and the Issuing Lender as their interests may
appear.




     (ii) Promptly following receipt of a notice of L/C Disbursement pursuant to Section
2.01(b)(i), each Revolving Credit Lender with a Revolving Credit Commitment agrees to fund its Pro
Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and
conditions as if Borrowers had requested such Advance and Collateral Agent shall promptly pay to
Issuing Lender the amounts so received by it from the Revolving Credit Lenders. By the issuance of
a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Lender or the Revolving Credit Lenders with
Revolving Credit Commitments, the Issuing Lender shall be deemed to have granted and assigned to
each Revolving Credit Lender with a Revolving Credit Commitment, and each Revolving Credit Lender
with a Revolving Credit Commitment shall be deemed to have purchased and assumed, a participation
in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation
Liability of such Letter of Credit, and each such Revolving Credit Lender agrees to pay to
Collateral Agent, for the account of the Issuing Lender, such Revolving Credit Lender’s Pro Rata
Share of any payments made by the Issuing Lender under such Letter of Credit. In consideration and
in furtherance of the foregoing, each Revolving Credit Lender with a Revolving Credit Commitment
hereby absolutely and unconditionally agrees to pay to Collateral Agent, for the account of the
Issuing Lender, such Revolving Credit Lender’s Pro Rata Share of each L/C Disbursement made by the
Issuing Lender and not reimbursed by Borrowers on the date due as provided in clause (i) of this
Section 2.01(a), or of any reimbursement payment required to be refunded to Borrowers for any
reason. Each Revolving Credit Lender with a Revolving Credit Commitment acknowledges and agrees
that its obligation to deliver to Collateral Agent, for the account of the Issuing Lender, an
amount equal to its respective Pro Rata Share pursuant to this Section 2.01(b)(ii) shall be
absolute and unconditional and such remittance shall be made notwithstanding the occurrence or
continuation of an Event of Default or Default or the failure to satisfy any condition set forth in
Section 3 hereof. If any such Revolving Credit Lender fails to make available to Collateral Agent
the amount of such Revolving Credit Lender’s Pro Rata Share of any payments made by the Issuing
Lender in respect of such Letter of Credit as provided in this Section, Collateral Agent (for the
account of the Issuing Lender) shall be entitled to recover such amount on demand from such
Revolving Credit Lender together with interest thereon at the Federal Funds Rate until paid in
full, or if not paid in full within three (3) Business Days, then at the Base Rate until paid in
full.



     (iii) Each Borrower hereby agrees to indemnify, save, defend, and hold the Revolving Credit
Lenders harmless from any loss, cost, expense, or liability, and reasonable attorneys’ fees
incurred by the Revolving Credit Lenders arising out of or in connection with any Letter of



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Credit; provided, however, that no Borrower shall be obligated hereunder to
indemnify for any loss, cost, expense, or liability that is caused by the gross negligence or
willful misconduct of the Issuing Lender or any other Lender. Each Borrower agrees to be bound by
the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by
Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for such Borrower’s
account, even though this interpretation may be different from such Borrower’s own, and each
Borrower understands and agrees that the Revolving Credit Lenders shall not be liable for any
error, negligence, or mistake, whether of omission or commission, in following Borrowers’
instructions or those contained in the Letter of Credit or any modifications, amendments, or
supplements thereto. Each Borrower understands that the L/C Undertakings may require Issuing
Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims
by Borrowers against such Underlying Issuer. Each Borrower hereby agrees to indemnify, save,
defend, and hold the Revolving Credit Lenders harmless with respect to any loss, cost, expense
(including reasonable attorneys fees), or liability incurred by the Revolving Credit Lenders
under any L/C Undertaking as a result of the Revolving Credit Lenders’ indemnification of any
Underlying Issuer; provided, however, that no Borrower shall be obligated hereunder to indemnify
for any loss, cost, expense, or liability that is caused by the gross negligence or willful
misconduct of the Issuing Lender or any other Revolving Credit Lender.



     (iv) Each Borrower hereby authorizes and directs any Underlying Issuer to deliver to the
Issuing Lender all instruments, documents, and other writings and property received by such
Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the
Issuing Lender’s instructions with respect to all matters arising in connection with such
Underlying Letter of Credit and the related application.



     (v) Any and all charges, commissions, fees, and costs incurred by the Issuing Lender relating
to Underlying Letters of Credit immediately shall be reimbursable by Borrowers to Collateral Agent
for the account of the Issuing Lender; it being acknowledged and agreed by each Borrower that, as
of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per
annum times the face amount of each Underlying Letter of Credit, that such issuance charge may be
changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for
amendments, extensions, drawings, and renewals.



     (vi) If by reason of (x) any change in any applicable law, treaty, rule, or regulation or any
change in the interpretation or application thereof by any Governmental Authority, or (y)
compliance by the Underlying Issuer or the Revolving Credit Lenders with any direction, request,
or requirement (irrespective of whether having the force of law) of any Governmental Authority or
monetary authority including, Regulation D of the Federal Reserve Board as from time to time in
effect (and any successor thereto):




     (A) any reserve, deposit, or similar requirement is or shall be imposed or modified in
respect of any Letter of Credit issued hereunder, or




     (B) there shall be imposed on the Underlying Issuer or the Revolving Credit Lenders
any other condition regarding any Underlying Letter of Credit or any Letter of Credit
issued pursuant hereto;



- 27 -









 




and the result of the foregoing is to increase, directly or indirectly, the cost to the
Lenders of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce
the amount receivable in respect thereof by the Revolving Credit Lenders, then, and in any
such case, Collateral Agent may, at any time within a reasonable period after the
additional cost is incurred or the amount received is reduced, notify Borrower
Representative, and Borrowers shall pay on demand such amounts as Collateral Agent may
specify to be necessary to compensate the Revolving Credit Lenders for such additional cost
or reduced receipt, together with interest on such amount from the date of such demand
until payment in full thereof at the rate then applicable to Revolving Credit Loans
hereunder. The determination by Collateral Agent of any amount due pursuant to this
Section, as set forth in a certificate setting forth the calculation thereof in
reasonable detail, shall, in the absence of manifest or demonstrable error, be final and
conclusive and binding on all of the parties hereto.




     (c) Term
Loan Facilities. (i) Subject to the terms and conditions contained in this
Agreement, each Term Loan Lender agrees to make one or more loans pursuant to this Section 2.01(c)
(collectively, the “Term Loans”) to Borrowers on the Closing Date in an aggregate principal amount
which does not exceed the amount of such Lender’s Term Loan Commitment; provided,
however, that:




     (A) Term Loan Lenders shall have no obligation to make any Term Loans if, after
giving effect to such Term Loans, the sum of the aggregate amount of the Term Loans then
outstanding plus the amount of the requested Term Loans would exceed the Aggregate Term
Loan Commitments then in effect; and




     (B) the sum of (1) the aggregate principal amount of all Term Loans made on the
Closing Date, (2) the then outstanding unpaid principal balance of Revolving Credit Loans
(after deducting therefrom the amount to be paid on the Closing Date from the proceeds of
the requested Term Loans), (3) the Letter of Credit Usage, and (4) all other Senior Debt
then outstanding, shall not exceed the lesser of (x) forty-five percent (45%) of the
Compressed Sale Value of Stations, and (y) Fifty-Five Million Dollars ($55,000,000); and




     (C) the sum of (1) the aggregate principal amount of all Term Loans made on the
Closing Date, (2) the then outstanding unpaid principal balance of Revolving Credit Loans
(after deducting therefrom the amount to be paid on the Closing Date from the proceeds of
the requested Term Loans), and (3) the Letter of Credit Usage, shall not exceed forty-five
percent (45%) of the Compressed Sale Value of Eligible Stations.



     (ii) The borrowings under this Section 2.01(c) shall be evidenced by Borrowers’ Secured
Promissory Notes issued to the respective Term Loan Lenders (together with any additional Secured
Promissory Notes issued to assignee(s) of the Term Loan Lenders under Article XII or otherwise
issued in addition thereto, in substitution therefor or amendment or replacement thereof,
collectively the “Term Notes”), such Term Notes to be in the form of Exhibit B
attached hereto.



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     (iii) Borrowers may borrow on the Closing Date under this Section 2.01(c) within the limits
of the Aggregate Term Loan Commitments; provided, however, that Borrowers shall
not have the right to re-borrow principal amounts repaid or prepaid in respect to the Term Loans.
Interest on the Term Loans shall be paid as required under Section 2.02 and under Section 2.05 in
connection with all mandatory and voluntary prepayments of the Term Loans.



     (iv) The Term Loan Commitments shall expire at the close of business on the Closing Date.



     Section 2.02. Interest on the Notes.



     (a) Interest Rates. Subject to the provisions of Section 2.02(e), the outstanding
principal balance of each Loan shall bear interest from the date of Loan or Advance until payment
in full, both before and after maturity, and be payable by Borrowers, at a rate or rates per annum
calculated from time to time in accordance with this Section 2.02.



     (b) Determination of Interest Rate for Loans. Except as hereinafter provided, the
interest rate charged by the Lenders in respect to the Loans shall be either (1) the applicable
LIBOR Rate pursuant to a Notice of Conversion or Continuation effective on the first day of the
Interest Period, plus seven percent (7.00%), or, (2) if such LIBOR Rate is not available
or published, or at Borrowers’ option, the Base Rate.



     (c) Choosing Interest Rate Basis and Interest Period.



          (i) At least three (3) Business Days prior to the last day of each interest Period for each
LIBOR Loan, the Borrower Representative shall give the Collateral Agent a Notice of Conversion or
Continuation specifying whether all or a portion of such LIBOR Loan (1) is to be Continued in whole
or in part as or to one or more LIBOR Loans (and such Notice shall set forth the applicable
duration of the next Interest Period as one (1), three (3) or six (6) month period), (2) is to be
Converted in whole or in part into a Base Rate Loan, or (3) is to be repaid. The failure to give
such notice shall be deemed to constitute a request by Borrowers to continue such Loan as a LIBOR
Loan for a one-month LIBOR Interest Period on the last day of the applicable Interest Period. Upon
the last day of such Interest Period, such LIBOR Loan will, subject to the provisions hereof, be so
Continued, Converted or repaid, as applicable and as set forth in such Notice.




          (ii) With respect to a Base Rate Loan, such Loan shall continue to bear interest at the Base
Rate unless and until the Borrowers request that such Loan be Converted into a LIBOR Loan as
follows. The Borrowers may give Collateral. Agent three (3) Business Days prior written notice in
the form of a Notice of Conversion or Continuation specifying that all or a portion of such Base
Rate Loan is to be Converted in whole or in part into a LIBOR Loan pursuant to the terms hereof,
and the applicable Interest Period (and such Notice shall set forth the applicable duration of the
next Interest Period as one (1), three (3) or six (6) month period). Upon the date set forth in
such Notice, such Base Rate Loan will, subject to the provisions hereof, be Converted into a LIBOR
Loan with an initial Interest Period as set forth in such Notice.




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     (d) Interest Payment Dates.



     Interest on the Revolving Credit Loans and Letter of Credit Fees shall accrue and shall be
payable by Borrowers, jointly and severally, in arrears, without setoff, deduction or counterclaim
on the first Business Day of each month commencing August 1, 2004, and on the Maturity Date,
whether by reason of acceleration, prepayment, payment or otherwise; provided,
however, if the aggregate amount of monthly interest accrued and payable on any Monthly
Payment Date occurring during the first twenty-four (24) months after the Closing Date, is greater
than the amount of interest which would have accrued on the Daily Balance of the Loans for such
month at an annual rate of eleven percent (11.00%), Borrowers may, at their option, if no Default
then exists, elect to pay accrued interest on the unpaid principal balance of the Loans for such
month at the rate of eleven percent (11.00%) per annum (the “Current Pay Interest”), and
elect to pay the balance of accrued interest for such month in excess of the amount of Current Pay
Interest (such excess being referred to herein as “PIK Interest”), as follows:




     (w) If Borrowers give Collateral Agent notice at least five (5)
Business Days prior to the last day of the calendar month immediately
preceding the relevant Monthly Payment Date of the Current Pay Interest
occurs that Borrowers are not exercising their option to pay interest in
kind (the “PIK Election”) during such calendar month, the PIK
Interest will be due and payable in cash on such Monthly Payment Date.




     (x) Unless Collateral Agent receives a notice that Borrowers are not
exercising a PIK Election, the PIK Interest on each Monthly Payment Date
shall be paid by adding the amount of such PIK Interest to the principal
balance of the respective Notes which are the subject of such PIK Elections
on the corresponding Monthly Payment Date of the Current Pay Interest. Once
added to the principal balance of such Notes, such PIK Interest shall
thereafter accrue interest in accordance with the terms of this Agreement.




     (y) At the direction of Required Lenders, following the occurrence
and during the continuance of any Default, subject to the terms of Section
2.05(e), all interest shall be paid in cash on the scheduled Monthly Payment
Date, and the PIK Election shall not be available to Borrowers.




     (z) Subject to Section 2.05(e), but notwithstanding any other provision
contained herein to the contrary, the aggregate accrued and unpaid amount
of all PIK Interest shall be paid by Borrowers (1) at the time of an Asset
Sale to the extent that such payment can be made with the Net Cash Proceeds
of such Asset Sale (unless all Lenders agree to permit continued deferral of
the payment of such PIK Interest), and (2) on the Maturity Date.



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     (e) Effect of Defaults. Etc.




     (i) During the existence of any Event of Default, the outstanding principal balance
under the Notes and, to the extent permitted by applicable law, overdue interest, PIK
Interest, fees, expenses or other amounts payable hereunder or under the other Loan
Documents, shall bear interest, from and including the date such Event of Default occurred
until such Event of Default is cured or waived in writing as provided herein, at a rate per
annum (the “Default Rate”) (computed on the basis of the actual number of days
elapsed over a 360-day year) equal to two percent (2.00%) above the interest rate(s)
otherwise applicable hereunder; and the Letter of Credit fee provided for herein shall be
increased by two percent (2.00%) above the per annum rate otherwise applicable hereunder.




     (ii) If any installment of interest is not paid within ten (10) days of its due date,
Borrowers shall, to the extent permitted by law, pay to Collateral Agent for the account
of Lenders holding the delinquent interest obligations, a late and handling charge equal
to five percent (5%) of the unpaid portion of such overdue installment.




     (iii) Nothing in this Section 2.02(e) shall affect the rights of Administrative Agent,
Collateral Agent or Lenders to exercise any rights or remedies under the Loan Documents or
applicable law arising upon the occurrence and continuance of an Event of Default.



     (f) Interest Calculations. Interest on all Loans shall be computed on the basis of a
three hundred sixty (360) day year counting the actual number of days elapsed.



     (g) Intent Not to Violate Usury Laws. (i) All agreements between or among Borrowers,
Administrative Agent, Collateral Agent and any Lender(s) are hereby expressly limited so that in no
contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness
or otherwise, shall the amount paid or agreed to be paid for the use or forbearance of the
indebtedness evidenced by this Agreement, the Notes or any other Loan Document exceed the maximum
amount which any Lender is permitted to receive under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of this Agreement, the Notes or any other Loan Document,
at the time performance of such provision shall be due, shall involve exceeding such amount, then
the obligation to be fulfilled shall automatically be reduced to the limit of such validity and if,
from any circumstances, any Lender should ever receive as interest an amount which would exceed
such maximum amount, such amount which would be excessive interest shall be applied to the
reduction of the principal balance evidenced hereby and not to the payment of interest. As used
herein, the term “applicable law” shall mean the law in effect as of the date hereof,
provided, however, that in the event there is a change in the law which results in
a higher permissible rate of interest, then this Agreement, the Notes and the other Loan Documents
shall be governed by such new law as of its effective date. This provision shall control every
other provision of all agreements between or among Borrowers, Administrative Agent, Collateral
Agent and any Lender.



     (ii) SPLenders and Borrowers intend that the Term Loans and Revolving Credit Loans
qualify for the exemption set forth in Section 25118(b) of the California



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Corporations Code to California’s usury provisions. In this regard, each of SPLenders and each
of Borrowers hereby represents, warrants and agrees as follows:



               (A) the Loans made to Borrowers by SPLenders pursuant to Section 2.01(a) and (c),
respectively, constitute a single coordinated loan made to Borrowers by SPLenders;



               (B) the advance of the Term Loans and Revolving Credit Loans to Borrowers by SPLenders
pursuant to Section 2.01(a) and (c) are conditioned upon all the Borrowers’ participation in the
Term Loans and Revolving Credit Loans; and



               (C) each of Borrowers and SPLenders, by reason of its business and financial experience, has
the capacity to protect its own interests in connection with the Term Loans and Revolving Credit
Loans.



          (iii) The Lenders and the Borrowers also intend that the Loans qualify for the exemption
set forth in Section 3707 of the California Financial Code to California’s usury provisions. In
this regard, each of the Lenders and each of the Borrowers hereby acknowledges and agrees that each
of the Loans was “arranged by” the Collateral Agent, as the term “arranged by” is used in Section
3707 of the California Financial Code.




     Section 2.03. Loan Requests.



     Each request by Borrowers for Loans (other than the initial Loans, if made concurrently
herewith) shall be in an amount not less than $250,000, and if greater than such amount, an
integral multiple of $50,000, and shall be made by Borrower Representative not later than (i)
11:00 A.M. (California time) on the Business Day prior to the proposed Borrowing Date, by a
written Loan Request, in the form of Schedule 2.03
(each, a “Loan Request”),
signed by a Duly Authorized Officer of Borrower Representative and indicating (i) the date of such
Loans and (ii) the use of proceeds thereof. Collateral Agent shall promptly notify Lenders of such
Loan Request and the information contained therein. Such Loan Request shall be irrevocable and
binding on Borrowers. The Loans shall be made by the applicable
Lenders Pro Rata as provided in
Section 2.13. Not later than 2:00 P.M. (California time) on the date specified for any Loans, each
applicable Lender shall make available to Collateral Agent the portion of the Loans to be made by
it on such date, in immediately available funds, for the account of Borrower. The amount so
received by Collateral Agent shall, subject to the terms and conditions of this Agreement, be
made available to Borrowers by disbursing such funds as indicated in writing in the related Loan
Request prior to the date such Loans are proposed to be made.



     Section 2.04. Repayment of Loans.




     (a) (i) Borrowers hereby unconditionally, jointly and severally promise to pay to Collateral
Agent for the account of each Revolving Credit Lender on the Maturity Date the then aggregate
unpaid principal balance of such Revolving Credit Lender’s Revolving Credit Loans including all
unpaid Accrued PIK Interest in respect to such Revolving Credit Loans.



          (ii) Borrowers hereby unconditionally, jointly and severally promise to pay to
Collateral Agent for the account of each Term Loan Lender on the Maturity Date the then





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aggregate unpaid principal balance of such Term Loan Lender’s Term Loans, including all unpaid
Accrued PIK Interest in respect to such Term Loans.




     (b) In addition, in connection with any reduction in the Aggregate Revolving Credit
Commitments, or at any other time that the aggregate outstanding and unpaid principal balance of
the Revolving Credit Loans plus the Letter of Credit Usage exceeds the then applicable Aggregate
Revolving Credit Commitments, Borrowers hereby jointly and severally promise to repay the Revolving
Credit Loans in an aggregate amount equal to such excess. In addition, at the time that (i) the sum
of (w) the aggregate outstanding and unpaid principal balance of the Term Loans, (x) the then
outstanding and unpaid principal balance of the Revolving Credit Loans, (y) the Letter of Credit
Usage, and (z) the outstanding and unpaid principal balance of all other Senior Debt, shall exceed
forty-five percent (45%) of the Compressed Sale Value of Stations, or (ii) the sum of (x) the
aggregate outstanding and unpaid principal balance of the Term Loans, (y) the then outstanding and
unpaid principal balance of the Revolving Credit Loans, and (z) the Letter of Credit Usage, shall
exceed forty-five percent (45%) of the Compressed Sale Value of Eligible Stations, Borrowers hereby
jointly and severally promise to repay the Revolving Credit Loans (or, if the Revolving Credit
Loans have been paid in full and the Revolving Credit Commitments terminated, to repay the Term
Loans) in an aggregate amount equal to such excess.



     (c) If any installment of principal is not paid within ten (10) days of its due date,
Borrowers shall, to the extent permitted by law, pay to Collateral Agent for the Lenders’ account
a late and handling charge equal to five percent (5%) of the unpaid portion of such overdue
installment.



     Section 2.05. Payments, Prepayments and Termination or Reduction of the
Commitments.



     (a) Voluntary Reduction of Revolving Credit Commitments. Upon at least three (3)
Business Days’ prior written notice to Collateral Agent in the form of Schedule 2.05(a)
(each, a “Commitment Reduction Notice”) signed by a Duly Authorized Officer, Borrowers
may permanently terminate or permanently reduce the Revolving Credit Commitments, provided
as follows:




     (i) any such reduction shall be in an aggregate amount of not less than $100,000 or,
if greater, an integral multiple of $100,000;




     (ii) any such reduction shall apply to each Revolving Credit Lender’s Revolving Credit
Commitment Pro Rata as provided in Section 2.13; and




     (iii) no such reduction shall cause the Revolving Credit Commitments to be reduced
below the Letter of Credit Usage, unless this Agreement is terminated and all Obligations
are paid in full in accordance with Section 2.05(c).


Each Commitment Reduction Notice shall specify the date fixed for such termination or reduction,
and the aggregate principal amount thereof and the amounts payable in respect thereof under
Section 2.06 or 2.10. No voluntary prepayment shall be deemed to reduce the Revolving Credit
Commitments unless accompanied by a Commitment Reduction Notice.





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     (b) Mandatory Commitment Reductions and Prepayments.



     (i) Casualty
Events. Subject to the provisions of Section 6.02, in the event of
receipt by any Borrower of any Insurance Proceeds as a result of a Casualty Event relating to the
assets of any Borrower (A) in excess of $100,000 (except to the extent such proceeds are used by
Borrower within the Restoration Period to restore, repair or replace the Damaged Property as
provided in Section 6.02), (B) at any time that a Default has occurred and is continuing, or (C) at
any time a Borrower is deemed to have elected to apply such Insurance Proceeds to prepay the Loans
by such amount as provided in Section 6.02 or to have determined not to restore, repair or replace
the asset or property affected by such Casualty Event, the Loans shall be prepaid as provided in
Section 2.05(c) in an amount equal to 100% of such Insurance Proceeds.



     (ii) Dispositions of Assets. Without limiting the obligation of Borrowers under
Section 7.03 to obtain the consent of the Required Lenders to any Disposition not otherwise
permitted hereunder, Borrowers agree (A) three (3) Business Days prior to the occurrence of any
Disposition, to deliver to Collateral Agent (in sufficient copies for each Lender) a statement,
certified by a Duly Authorized Officer of Borrower Representative and in reasonable detail, of the
estimated amount of the Net Cash Proceeds of such Disposition and (B) that in the event such
Disposition is completed, Borrowers shall (except to the extent such proceeds are used by
Borrowers within the Restoration Period to reinvest such proceeds in a substitute broadcast
property reasonably acceptable to the Required Lenders for a purchase price reasonably acceptable
to the Required Lenders) prepay the Loans as follows and as provided in Section 2.05(c):




     (1) on the date of such Disposition, in an aggregate amount equal to 100% of
the Net Cash Proceeds of such Disposition received by Borrowers on the date of such
Disposition (exclusive, however, of Dispositions permitted under Section 7.03(a) in
an aggregate amount not to exceed $500,000 in any calendar year and Dispositions
permitted under Section 7.03(b)); and




     (2) thereafter, to the extent Borrowers shall receive Net Cash Proceeds under
deferred payment arrangements or investments entered into or received in connection
with any Disposition, an amount equal to 100% of the aggregate amount of such Net
Cash Proceeds, payable within two (2) Business Days after such Borrower receives
such funds.



     (iii) Mandatory Reductions in Revolving Credit Commitments. All payments of principal
under Section 2.05(b)(i) and (ii) shall be applied first to the Revolving Credit Loans until paid
in full, and then to the Term Loans, and all such payments in respect to the Revolving Credit
Loans as a result of the provisions of Section 2.05(b)(i) and (ii), shall effect a simultaneous
dollar-for-dollar permanent reduction in the Aggregate Revolving Credit Commitments; provided,
however, that at the time of receipt of such proceeds from Disposition, Casualty Event or
condemnation, Borrowers may notify Collateral Agent of their intention to use such proceeds for
reinvestments permitted by this Agreement during the Restoration Period, in which event (i) the
Aggregate Revolving Credit Commitments will be reduced at the expiration of the applicable
Restoration Period in the amount of such proceeds not utilized for permitted reinvestments by
Borrowers, (ii) except to the extent that the payment is intended to be a



 - 34 - 









 






permanent prepayment of the Loans and corresponding permanent reduction in the Commitments, the
unpaid principal balance of the Loans after application of such payments shall not be less than
$25,000,000, and any remaining proceeds from Disposition, Casualty Event or condemnation not so
applied to payment of the Loans shall be held in an interest-bearing deposit account maintained
with a financial institution acceptable to Collateral Agent subject to a perfected security
interest in favor of Collateral Agent for the benefit of Lenders until such proceeds are used for
reinvestment or applied to the payment of the Loans as set forth herein, and (iii) availability
for borrowings under the Revolving Credit Commitments in an amount equal to the amount of such
payments shall be restricted to permitted reinvestments in accordance with this Agreement and
within the Restoration Period. If at the expiration of said 180-day
Restoration Period, Borrowers are unable to consummate a Permitted Acquisition of broadcast properties due solely to the fact
that the FCC has not acted upon Borrowers filed application for consent to such acquisition,
Lenders agree to extend the Restoration Period’s 180-day deadline for utilization of such proceeds
(so long as no Event of Default then exists) to accommodate the delay in completing the FCC’s
approval process, to the extent that such proceeds are committed to be used by Borrowers for the
payment of the purchase price of such broadcast properties as
permitted by this Agreement.




     (c)
Application of Reductions, Payments and Prepayments, Cash Collateral; Etc.





     (i) All prepayments of the Loans under this Section 2.05: (A) shall be made without
set-off, deduction or counterclaim and (B) shall be applied in accordance with clauses
(ii), (iii) and (iv) hereof.




     (ii) In addition, if, following a Disposition, (A) the sum of (w) the aggregate
outstanding and unpaid principal balance of the Term Loans, (x) the then outstanding and
unpaid principal balance of the Revolving Credit Loans, (y) the Letter of Credit Usage, and
(z) the outstanding and unpaid principal balance of all other Senior Debt, shall exceed
forty-five percent (45%) of the Compressed Sale Value of Stations, or (B) the sum of (x) the
aggregate outstanding and unpaid principal balance of the Term Loans, (y) the then
outstanding and unpaid principal balance of the Revolving Credit Loans, and (z) the Letter
of Credit Usage, shall exceed forty-five percent (45%) of the Compressed Sale Value of
Eligible Stations, Borrowers hereby jointly and severally promise to repay the Revolving
Credit Loans (or if the Revolving Credit Loans have been repaid in full, the Term Loans) in
an aggregate amount equal to such excess. In addition, upon any reductions of the Revolving
Credit Commitments, Borrowers shall pay any then accrued Unused Line Fees.




     (iii) On the date of termination of this Agreement, all Obligations (including
contingent reimbursement obligations of Borrowers with respect to any outstanding Letters
of Credit) immediately shall become due and payable without notice or demand (including
either (i) providing cash collateral to be held by Collateral Agent for the benefit of
those Revolving Credit Lenders with a Revolving Credit Commitment in an amount equal to
105% of the then extant Letter of Credit Usage, or (ii) causing the original Letters of
Credit to be returned to the Issuing Lender). No termination of this Agreement, however,
shall relieve or discharge Borrowers of their duties, Obligations, or covenants hereunder
and the Collateral Agent’s Liens in the Collateral shall remain in



 - 35 - 









 





effect until all Obligations have been fully and finally discharged and the Revolving Credit
Lenders’ obligations to provide additional credit hereunder have been terminated. When this
Agreement has been terminated and all of the Obligations have been fully and finally discharged
and the Lenders’ obligations to provide additional credit under the Loan Documents have been
terminated irrevocably, Collateral Agent will, at Borrowers’ sole expense, execute and deliver any
UCC termination statements, lien releases, mortgage releases, re-assignments of trademarks,
discharges of security interests, and other similar discharge or release documents (and, if
applicable, in recordable form) as are reasonably necessary to release, as of record, the
Collateral Agent’s Liens and all notices of security interests and liens previously filed by
Collateral Agent with respect to the Obligations.




     (iv) All payments shall be remitted to Collateral Agent and all such payments (other than
payments received while no Default or Event of Default has occurred and is continuing and which
relate to the payment of principal or interest of specific Obligations then due or which relate to
the payment of specific fees then due), and all proceeds of Collateral received by Collateral
Agent, shall be applied as follows:




     A. first, to pay any expenses then due to Administrative Agent and the Collateral
Agent, on a ratable basis, under the Loan Documents, until paid in full;




     B. second, to pay any expenses then due to the Lenders under the Loan Documents, on a
ratable basis, until paid in full;




     C. third, to pay any fees then due to Administrative Agent and Collateral Agent, on a
ratable basis, under the Loan Documents until paid in full;




     D. fourth, to pay any fees then due to Lenders under the Loan Documents, on a ratable
basis, until paid in full;




     E. fifth, ratably to pay interest due in respect of the Loans until paid in full;




     F. sixth, if such payment is made from proceeds of an Asset Sale, to pay Accrued PIK
Interest until paid in full;




     G. seventh, to pay the principal of all Loans until paid in full;




     H. eighth, if an Event of Default has occurred and is continuing, to Collateral Agent,
to be held by Collateral Agent, for the ratable benefit of Issuing Lender and those
Revolving Credit Lenders having a Revolving Credit Commitment, as cash collateral in an
amount up to 105% of the then extant Letter of Credit Usage until paid in full;




     I. ninth, to pay any other Obligations until paid in full; and




     J. last, to Borrowers or such other Person entitled thereto under
applicable law.



 - 36 - 









 









     (v) For purposes of the foregoing, “paid in full” means payment of all amounts owing
under the Loan Documents according to the terms thereof, including loan fees, service
fees, professional fees, interest (and specifically including interest accrued after the
commencement of any insolvency proceeding), default interest, interest on interest, and
expense reimbursements, whether or not the same would be or is allowed or disallowed in
whole or in part in any insolvency proceeding.




     (vi) In the event of a direct conflict between the priority provisions of this
Section 2.05 and other provisions contained in any other Loan Document, it is the
intention of the parties hereto that such priority provisions in
such documents shall be
read together and construed, to the fullest extent possible, to be in concert with each
other. In the event of any actual, irreconcilable conflict that cannot be resolved as
aforesaid, the terms and provisions of this Section 2.05 shall control and govern.



     (d) Early Termination Fees.



     In the event of any prepayment or repayment of a Loan made with proceeds of any Disposition,
sale of Equity Securities or refinancing with any lender other than the Lender receiving such
prepayment or repayment, prior to the date which is fifty-four (54) months after the Closing
Date, Borrowers shall pay to Collateral Agent for the ratable benefit of Lender or Lenders
entitled to such Early Termination Fee a fee (the “Early Termination Fee”) calculated as
a percentage of the principal amount so paid or prepaid to such Lenders as follows:



	 	 	 	 	 
	 	 	The Percentage Used to
	If prepayment or payment	 	Calculate the Early
	occurs:	 	Termination Fee shall be:
	Prior to the date which is 12 months after the Closing Date
	 	 	8.00	%
	On or after the date which 12 months after the
Closing Date, but prior to the date which is
24 months after the Closing Date
	 	 	6.00	%
	On or after the date which is 24 months after
the Closing Date, but prior to the date which
is 36 months after the Closing Date
	 	 	3.00	%
	On or after the date which is 36 months after
the Closing Date, but prior to the date which
is 54 months after the Closing Date
	 	 	1.50	%






     Notwithstanding the foregoing provisions of this Section 2.05(d), no Early Termination Fee
shall be payable (a) in connection with any prepayment or repayment from proceeds of a
refinancing to any Lender participating in such refinancing, or (b) in respect to any mandatory
prepayment of Loans made pursuant to Section 2.05(b); provided, however, that if the
Lenders waive any mandatory prepayment under Section 2.05(b) in connection with any mandatory
prepayment event described in Section 2.05(b), any voluntary prepayment of such sums by
Borrowers (exclusive, however, of temporary prepayments of the Revolving Credit Loans



 - 37 - 









 




pending Borrowers’ election to reinvest proceeds as permitted by this Agreement) shall be subject
to the payment of the Early Termination Fee.




Section 2.06. Fees.




     (a) Unused Line Fees. Borrowers agree jointly and severally to pay to Collateral
Agent, for the ratable account of each Revolving Credit Lender, from the Closing Date through the
Revolving Credit Commitment Period, non-refundable fees (the “Unused Line Fees”) payable
quarterly in arrears on each Quarterly Payment Date, commencing October 1, 2004, without setoff,
deduction or counterclaim, with a final payment on the date of the termination of the Revolving
Credit Commitments, in the amount equal to one-half of one percent (0.50%) per annum (computed on
the basis of the actual number of days elapsed over a 360-day year) times the result of (i) the
average daily Aggregate Revolving Credit Commitments during the immediately preceding quarter, less
(ii) the sum of (A) the average Daily Balance of Advances that were outstanding during the
immediately preceding quarter, plus (B) the average Daily Balance of the Letter of Credit Usage
during the immediately preceding quarter.



     (b) Audit, Appraisal, and Valuation Charges. Borrowers agree, jointly and severally,
to pay to Administrative Agent and Collateral Agent audit, appraisal and valuation fees and
charges as follows: (i) a fee of $850 per day, per auditor, plus reasonable out-of-pocket expenses
for each financial audit of Borrowers, performed by personnel employed by Administrative Agent or
Collateral Agent, as applicable, (ii) a fee of $1,500 per day, per appraiser, plus reasonable
out-of-pocket expenses, for each appraisal of the Collateral performed by personnel employed by
Administrative Agent or Collateral Agent, and (iii) the actual reasonable charges paid or incurred
by Administrative Agent or Collateral Agent if it elects to employ the services of one or more
third Persons to perform financial audits of Borrowers, to appraise the Collateral, or any portion
thereof, to assess the Borrowers’ business valuation or to obtain a credit rating for the Term
Loans (if commercially reasonable).



     (c) Letter of Credit Fee. Borrowers shall pay Collateral Agent (for the ratable
benefit of the Revolving Credit Lenders, subject to any letter agreement between Administrative
Agent and individual Revolving Credit Lenders), a Letter of Credit fee (in addition to the
charges, commissions, fees, and costs set forth in Section 2.01(b)(v) which shall accrue at a rate
equal to 7.0% per annum times the Daily Balance of the undrawn amount of all outstanding Letters
of Credit.



     (e) Fee Letter. Borrowers agree jointly and severally to pay, when due and payable,
to Administrative Agent for the benefit of Administrative Agent and SPLenders all fees required to
be paid by the Fee Letter.



     (f) Collateral Agency Fee. Borrowers agree jointly and severally to pay to
Collateral Agent for its account from and after the Closing Date and until the later of (i) the
Maturity Date and (ii) the date on which the Obligations are paid in full, a collateral
administrative fee in the amount of $8,333.00 per month, payable monthly in arrears on each
Monthly Payment Date.



 - 38 - 









 







     Section 2.07.
Requirements of Law.



     (a) In the event that any Regulatory Change shall:




     (i) change the basis of taxation of any amounts payable to any Lender under this
Agreement or any Notes in respect of any Loans made by it (other than taxes imposed
on the overall net income of such Lender in its jurisdiction of organization or in
the jurisdiction where its lending office is located);




     (ii) impose or modify any reserve, compulsory loan assessment, special deposit
or similar requirement relating to any extensions of credit or other assets of, or
any deposits with or other liabilities of, any office of such Lender (including any
of such Loans); or




     (iii) impose any other conditions affecting this Agreement in respect of Loans
(or any of such extensions of credit, assets, deposits or liabilities);


and the result of any of the foregoing shall be to increase such Lender’s costs of making or
maintaining any Loans or any Commitment, or to reduce any amount receivable by such Lender
hereunder in respect of any Commitment, in each case only to the extent that such additional
amounts are not included in the Prime Rate applicable to such Loans, then Borrowers shall
pay on demand to such Lender, through Collateral Agent, and from time to time as specified
by such Lender, such additional amounts as such Lender shall reasonably determine are
sufficient to compensate such Lender for such increased cost or reduced amount receivable.




     (b) If at any time after the date of this Agreement any Lender shall have reasonably
determined that the adoption or implementation of any Regulatory Change regarding capital
adequacy, or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof (whether or not having the force of law), has or
will have the effect of reducing the rate of return on such Lender’s capital or on the
capital of such Lender’s holding company, if any, as a consequence of the existence of its
obligations hereunder (whether with respect to the Commitments, the Loans or any other
Obligation) to a level below that which such Lender or its holding company could have
achieved but for such adoption, change or compliance (taking into consideration such
Lender’s policies with respect to capital adequacy) by an amount reasonably deemed by such
Lender to be material, then from time to time following written notice by such Lender to
Borrowers as provided in paragraph (c) of this Section, within thirty (30) days after
written demand by such Lender, Borrowers shall pay to such Lender, through Collateral Agent,
such additional amount or amounts as such Lender shall reasonably determine will compensate
such Lender or such corporation, as the case may be, for such reduction, provided that to
the extent that any or all of Borrowers’ liability under this Section arises following the
date of the adoption of any such Regulatory Change (the “Effective Date”), such
compensation shall be payable only with respect to that portion of such liability arising
after notice of such Regulatory Change is given by such Lender to Borrower.



     (c) If any Lender becomes entitled to claim any additional amounts pursuant to this
Section, it shall notify Borrowers in writing of the event by reason of which it has become
so



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entitled within thirty (30) days after such Lender becomes aware of such claim. A certificate
setting forth in reasonable detail the computation of any additional amounts payable pursuant to
this Section submitted by such Lender to Borrowers shall be delivered to Borrowers and the other
Lenders promptly after the delivery of the initial notice to Borrowers and, if not objected to
reasonably and in good faith by Borrowers within fifteen (15) days of their receipt of such
certificate, shall be conclusive so long as it reflects a reasonable basis for the calculation of
the amounts set forth therein and does not contain any manifest error. The covenants contained in
this Section shall survive for six (6) months following the termination of this Agreement and the
payment of the outstanding Notes. No failure on the part of any Lender to demand compensation under
paragraph (a) or (b) above on any one occasion shall constitute a waiver of its rights to demand
compensation on any other occasion. The protection of this Section shall be available to each
Lender regardless of any possible contention of the invalidity or inapplicability of any law,
regulation or other condition which shall give rise to any demand by such Lender for compensation
thereunder. If any Lender claims increased costs, loss or expenses pursuant to this Section, then
such Lender, if requested by the Borrowers, shall use reasonable efforts to take such steps that
such Borrowers reasonably request as would eliminate or reduce the amount of such increased costs,
losses or expenses so long as taking such steps would not, in the reasonable judgment of such
Lender, otherwise be disadvantageous to such Lender. Any recovery by any Lender of amounts
previously borne by a Borrower pursuant to this Section shall be promptly remitted, without
interest (unless such Lender received interest on such recovered amounts), to such Borrower by such
Lender.



     (d) Notwithstanding any other provision of this Agreement, if, after the date of this
Agreement, any Regulatory Change shall make it unlawful for any Lender to make or maintain any
LIBOR Loan or to give effect to its obligations as contemplated hereby with respect to any LIBOR
Loan, then, by written notice to the Borrowers and to Collateral Agent:




     (i) such Lender may declare that LIBOR Loans will not thereafter (for the
duration of such unlawfulness) be made by such Lender hereunder (or be continued
for additional Interest Periods and Base Rate Loans will not thereafter (for such
duration) be Converted into LIBOR Loans), whereupon any request for a LIBOR Loan or
to Convert a Base Rate Loan to a LIBOR Loan or to Continue a LIBOR Loan, as
applicable, for an additional Interest Period shall, as to such Lender only, be
deemed a request for a Base Rate Loan (or a request to Continue a Base Rate Loan as
such for an additional Interest Period or to Convert a LIBOR Loan into a Base Rate
Loan, as applicable), unless such declaration shall be subsequently withdrawn; and




     (ii) such Lender may require that all outstanding LIBOR Loans made by it be
Converted to Base Rate Loans, in which event all such LIBOR Loans shall be
automatically Converted to Base Rate Loans, as of the effective date of such notice
as provided in the last sentence of this Section 2.07(d).



     In
the event any Lender shall exercise its rights under clauses
(i) or (ii) of this Section 2.07(d), all payments and prepayments of principal that would otherwise have been applied to repay
the LIBOR Loans that would have been made by such Lender or the Converted LIBOR Loans of such
Lender shall instead be applied to repay the Base Rate Loans made by such



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Lender in lieu of, or resulting from the Conversion of, such LIBOR Loans, as applicable. For
purposes of this Section 2.07(d), a notice to the Borrowers by any Lender shall be effective as to
each LIBOR Loan made by such Lender, if lawful, on the last day of the Interest Period
currently applicable to such LIBOR Loan; in all other cases such notice shall be effective on the
date of receipt by the Borrowers.




     Section 2.08. Not Used.




     Section 2.09. Taxes.




     (a) All payments made by Borrowers under this Agreement and the Notes shall be made free and clear of, and without deduction or withholding for or on account of, any
present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority (all such taxes, levies, imposts, duties, charges, fees, deductions and
withholdings being hereinafter called “Taxes”); provided, however, that the term
“Taxes” shall not include net income taxes, franchise taxes (imposed in lieu of net income taxes)
and general intangibles taxes (such as those imposed by the State of Florida) imposed on any Agent
or any Lender, as the case may be, as a result of a present, former or future connection or nexus
between the jurisdiction of the government or taxing authority imposing such tax (or any political
subdivision or taxing authority thereof or therein) and such Agent or such Lender other than that
arising from such Agent or such Lender having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement, the Notes or any of the Security Documents.
If any Taxes are required to be withheld from any amounts payable to any Agent or any Lender
hereunder or under the Notes, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after payment of all
Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement and the Notes. Whenever any Taxes are payable by Borrowers in respect
of this Agreement or the Notes, as promptly as possible thereafter Borrowers shall send to
Collateral Agent for its own account or for the account of such Lender, as the case may be, a
certified copy of an original official receipt received by Borrowers showing payment thereof. If
a Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit
to Collateral Agent the required receipts or other required documentary evidence, Borrowers shall
indemnify Agents, Documentation Agent and Lenders for any incremental taxes, interest or penalties
that may become payable by any Agent or any Lender as a result of any such failure. If, after any
payment of Taxes by Borrowers under this Section, any part of any Tax paid by any Agent or any
Lender is subsequently recovered by such Agent or such Lender, such Agent or such Lender shall
reimburse Borrowers to the extent of the amount so recovered. A certificate of an officer of such
Agent or such Lender setting forth the amount of such recovery and the basis therefor shall, in
the absence of obvious error, be conclusive. Agents and Lenders shall use reasonable efforts to
notify Borrowers of their attempts, if any, to obtain abatements of any such Taxes and the receipt
by Agents or Lenders of any funds in connection therewith. The agreements in this subsection shall
survive the termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder.



     (b) If any Lender is a “foreign corporation, partnership or trust” within the meaning
of the Code, and such Lender is entitled to an exemption (or is exempt) from or reduction of




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United States withholding tax under Section 1441 or 1442 of the Code or any other law of the United
States, or any treaty to which the United States is a party, such Lender will deliver to Collateral
Agent and Borrowers prior to the first date as of which any payment is required to be made to it
hereunder (i) two duly completed copies of United States Internal Revenue Service Form W-8 BEN or
W-8ECL, or a successor applicable form, as the case may be, and (ii) two duly completed copies of
Internal Revenue Service Form W-9 or a successor applicable form, as the case may be. Each such
Lender also agrees to deliver to Borrowers and Collateral Agent two
further copies of the said Form W-8 BEN or W-8ECI and Form W-9, or successor applicable forms or
other manner of certification, as the case may be, on or before the date that any such form expires
or becomes obsolete or after the occurrence of any event requiring a change in the most recent form
previously delivered by it to Borrowers, and such extensions or renewals thereof as may reasonably
be requested by Borrowers or Collateral Agent, unless in any such case an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the date on which any
such delivery would otherwise be required which renders all such forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with respect to it and such
Lender so advises Borrowers and Collateral Agent. Such Lender shall certify (x) in the case of a
Form W-8BEN or W-8 ECI, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (y) in the case of a Form
W-9, that it is entitled to an exemption from United States backup withholding tax. In no event
shall Borrowers be responsible for any loss incurred as a result of a Lender’s failure to comply
with this subsection (b).




     (c) If any Lender is entitled to a reduction in the applicable withholding tax, Collateral
Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable
withholding tax after taking into account such reduction. If the forms or other documentation
required under subsection (b) above are not executed, completed and/or delivered to Collateral
Agent, then Collateral Agent may withhold from any interest payment to such Lender not providing
such forms or other documentation an amount equivalent to the applicable withholding tax. For
purposes of this Section, a distribution hereunder by Collateral Agent to or for the account of any
Lender shall be deemed a payment by Borrowers.



     (d) If the Internal Revenue Service or any other Governmental Authority, domestic or foreign,
asserts a claim that Agents or Documentation Agent did not properly withhold tax from amounts
paid to or for the account of any Lender (whether because the appropriate form was not delivered
or was not properly executed, completed and/or delivered, because such Lender failed to notify
Collateral Agent of a change in circumstances that rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason), such Lender shall indemnify each
Agent and Borrowers fully for all amounts paid, directly or indirectly, by such Agent as tax or
otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction
on the amounts payable to an Agent under this subsection (d), together with all costs, expenses
and reasonable attorneys’ fees incurred or paid in connection therewith.



     (e) If at any time a Borrower requests any Lender to deliver any forms other than
documentation pursuant to subsection (b) above, then Borrowers shall, upon demand of such Lender,
reimburse such Lender for any reasonable costs or expenses incurred by such Lender in the
preparation or delivery of such forms or other documentation.



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     Section 2.10. Indemnification for LIBOR Breakage Charges. Borrowers, to the
fullest extent permitted by applicable law, shall pay to Collateral Agent, for the account of each
Lender, promptly upon the request of such Lender delivered to Collateral Agent and thereafter
delivered by Collateral Agent to Borrowers, such amount or amounts as shall compensate such Lender
for any actual loss, cost or expense incurred by such Lender (as reasonably determined by such
Lender) as a result of (a) failure by Borrowers to borrow, Continue or Convert any LIBOR Loan after
having given notice of their intention to borrow, Continue or Convert such Loan in accordance with
the provisions of this Agreement (whether by reason of Borrowers’ election not to proceed or the
non-fulfillment of any of the conditions to such advance), or (b) the payment (or failure to pay
after giving notice thereof) of any LIBOR Loan in whole or in part for any reason prior to the end
of the Interest Period relating thereto. Losses subject to reimbursement hereunder shall include,
without limitation, lost margins, expenses incurred by any Lender or any participant of such Lender
permitted hereunder in connection with the reemployment of funds prepaid, paid, repaid, not
borrowed, or not paid, as the case may be, and will be payable whether the Maturity Date is changed
by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a
result of acceleration of the Obligations. Such indemnification may also include an amount equal to
(i) the amount of interest which would have accrued on the amount so prepaid for the period from the
date of such repayment (if such date is not the last day of the Interest Period) through the end of
such Interest Period at the applicable rate of interest for such Loans provided for herein
minus (ii) the amount of interest (as reasonably determined by such Lender) which would
have accrued to such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurodollar market. Any such calculations of losses or
damages may be calculated as described above whether or not the Lender actually match funds LIBOR
Loans in the interbank Eurodollar market. The provisions of this Section 2.10 shall survive the
termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
The determination by each such Lender of the amount of any such loss or expense, when set forth in
a written notice delivered to Collateral Agent (and thereafter delivered by Collateral Agent to the
Borrowers), containing such Lender’s calculation thereof in reasonable detail shall be presumed
correct absent obvious error. For the purpose of calculating amounts payable to a Lender under this
Section 2.10, each Lender shall be deemed to have funded its relevant LIBOR Loan through the
purchase of a deposit bearing interest at the LIBOR Rate in an amount equal to the amount of that
LIBOR Loan and having a maturity comparable to the relevant Interest Period; provided,
however, that each Lender may fund each of its LIBOR Loans in any manner it sees fit, and the
foregoing assumption shall be utilized only for the purposes of calculating amounts payable to the
Lenders under this Section 2.10.



     Section 2.11. Payments Under the Notes.



     (a) All payments and prepayments made by Borrowers of principal of, and interest on, the
Loans and other sums and charges payable under this Agreement, including without limitation, any
payments under Sections 2.06, 2.07, 2.09 and 2.10,
shall be made in immediately available funds to
Collateral Agent (as specified in Section 13.03) for the accounts of Lenders as provided in
Section 2.13 and otherwise herein and not later than 12:00 P.M. (California time) on the date on
which such payment shall become due. Collateral Agent shall promptly, following receipt of payment
under this Agreement or Notes, distribute such payment to each affected Lender in accordance with
this Agreement, and Borrowers shall not be responsible for Collateral



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Agent’s failure to do so. The failure by Borrowers to make any such payment by such hour shall not
constitute a Default hereunder so long as payment is received later that day, provided that
any such payment made after 12:00 P.M. (California time) on such due date shall be deemed to have
been made on the next Business Day for the purpose of calculating interest on amounts outstanding
on the Notes. Borrowers shall, at the time of making each payment under this Agreement or the
Notes, specify to Collateral Agent the Notes or amounts payable by Borrowers hereunder to which
such payment is to be applied and in the event that it fails to so specify, or if a Default has
occurred and is continuing, unless all of the Lenders shall otherwise consent thereto, Collateral
Agent shall distribute such payments in accordance with Section 2.05(c).




     (b) If any payment hereunder or under the Notes shall be due and payable on a day which is
not a Business Day, such payment shall be deemed due on the next following Business Day and
interest shall be payable at the applicable rate specified herein through such extension period.
Collateral Agent, or any Lender for whose account any such payment is made, may (but shall not be
obligated to) debit the amount of any such payment which is not made by 2:00 P.M. (California
time) to any deposit account of Borrowers with Collateral Agent or such Lender, as the case may
be. Each payment received by Collateral Agent under this Agreement or any Note for the account of
a Lender shall be paid promptly to such Lender, in immediately available funds, for the account of
such Lender for the Note in respect to which such payment is made.



     Section 2.12. Set-Off, Etc. Each Borrower hereby grants to Lenders, a lien,
security interest and right of set-off as security for all Obligations to Lenders, whether now
existing or hereafter arising, upon and against all deposits, credits, collateral and property,
now or hereafter in the possession, custody, safekeeping or control of Lenders or any Affiliate of
any Lender and their successors and assigns, or in transit to any of them. At any time, without
demand or notice, Lenders may set-off the same or any part thereof and apply the same to any
matured liability or obligation of a Borrower regardless of the adequacy of any other collateral
securing the Notes. ANY AND ALL RIGHTS TO REQUIRE LENDERS TO EXERCISE THEIR RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOANS, PRIOR TO EXERCISING THEIR RIGHT OF
SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER OR EACH BORROWER, ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Each Borrower agrees that any Person which
purchases a participation (or direct interest) in the Notes (each being hereinafter referred to as
a “Participant”) may, after the identity of such Participant has been disclosed to
Borrowers in writing, exercise all rights of set-off, bankers’ lien, counterclaim or similar
rights with respect to such participation as fully as if such Participant were a direct holder of
Notes in the amount of such participation, provided that Borrowers were notified of such purchase.
Nothing contained herein shall be deemed to require any Participant to exercise any such right or
shall affect the right of any Participant to exercise, and retain the benefits of exercising, any
such right with respect to any indebtedness or obligation of Borrowers, other than Borrowers’
Indebtedness and Obligations under this Agreement.



     Section 2.13. Pro Rata Treatment; Sharing.



     (a) Except to the extent otherwise provided herein, except with respect to the fees payable
to Administrative Agent and its Affiliates pursuant to the Fee Letter and fees payable to
Collateral Agent, and except as otherwise agreed by each Lender: (i) each borrowing from



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Revolving Credit Lenders shall be made from Revolving Credit Lenders pro rata according to the
amounts of their respective Revolving Credit Commitments; (ii) each borrowing from Term
Loan Lenders shall be made from Term Loan Lenders pro rata according to the amounts of their
respective Term Loan Commitments; (iii) each payment and prepayment of principal of the Revolving
Credit Loans shall be allocated to Revolving Credit Lenders pro rata in accordance with the
outstanding principal amount of the Revolving Credit Loans owed to such Revolving Credit Lenders;
(iv) each payment of interest on the Revolving Credit Loans shall be allocated to Revolving Credit
Lenders pro rata in accordance with the outstanding principal amount owed to such
Revolving Credit Lenders; (v) each payment and prepayment of principal of, and each payment of
interest on, the Term Loans shall be allocated to Term Loan Lenders pro rata in accordance
with the outstanding principal amount owed to such Term Loan Lenders; (vi) each payment of Unused
Line Fees shall be allocated to Revolving Credit Lenders pro rata in accordance with their
respective Revolving Credit Commitments; (vii) each payment of any other sums and charges payable
for Lenders’ account under this Agreement (except for the fees under the Fee Letter) shall be
allocated, as applicable, to Revolving Credit Lenders pro rata in accordance with their respective
Revolving Credit Commitments and Term Loan Lenders in accordance with the outstanding principal
amounts of the Term Loans owed to such Term Loan Lenders; (viii) each reduction in the Aggregate
Revolving Credit Commitments under Section 2.05 shall reduce the Revolving Credit Lenders’
Commitments pro rata in accordance with their respective Revolving Credit Commitments
immediately preceding each such reduction; (ix) each payment under Section 2.07,2.09 or 2.10 shall
be made to each Lender in the amount required to be paid to such Lender as provided in such
Section; and (x) notwithstanding the foregoing, after and during the continuance of a Default,
each distribution of cash, property, securities or other value received by any Lender, directly or
indirectly, in respect of Borrowers’ Obligations hereunder, whether pursuant to any attachment,
garnishment, execution or other proceedings for the collection thereof or pursuant to any
bankruptcy, reorganization, liquidation or other similar proceeding or otherwise, after payment of
collection and other expenses as provided herein and in the Security Documents, shall, subject to
Section 2.05(c)(iv), be apportioned among Lenders pro rata based upon the respective
aggregate unpaid principal amount of all Loans owed to each of them.




     (b) Notwithstanding the foregoing, but subject to Section 2.05(c)(iv), if any Lender (a
“Recovering Party”) shall receive any such distribution referred to in Section 2.13(a)(ix)
above (a “Recovery”) in respect thereof, such Recovering Party shall pay to Collateral
Agent for distribution to Lenders as set forth herein their respective pro rata shares of such
Recovery, based on Lenders’ pro rata shares of all Loans outstanding at such time, unless
the Recovering Party is legally required to return any Recovery, in which case each party
receiving a portion of such Recovery shall return to the Recovering Party its pro rata
share of the sum required to be returned without interest. For purposes of this Agreement,
calculations of the amount of the pro rata share of each Lender shall be rounded to the
nearest whole dollar.



     (c) Each Borrower acknowledges and agrees that, if any Recovering Party shall be obligated to
pay to the other Lenders a portion of any Recovery pursuant to
Section 2.13(b) and shall make such
recovery payment, Borrowers shall be deemed to have satisfied their obligations in respect of
Indebtedness held by such Recovering Party only to the extent of the Recovery actually retained
by such Recovering Party after giving effect to the pro rata payments by such Recovering
Party to the other Lenders. The obligations of Borrowers in respect of Indebtedness



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held by each other Lender shall be deemed to have been satisfied to the extent of the amount of
the Recovery distributed or obligated to be distributed to each such other Lender by the
Recovering Party.




     Section 2.14. Non-Receipt of Funds by Collateral Agent. Unless Collateral
Agent shall have been notified in writing by a Lender or Borrowers prior to the date on which such
Lender or Borrowers are scheduled to make payment to Collateral Agent of (in the case of a Lender)
the proceeds of a Loan to be made by it hereunder or (in the case of Borrowers) a payment to
Collateral Agent for the account of any or all of Lenders hereunder (such payment being herein
referred to as a “Required Payment”), which notice shall be effective upon actual receipt,
that it does not intend to make such Required Payment to Collateral Agent, Collateral Agent may
(but shall not be required to) assume that the Required Payment has been made and may (but shall
not be required to), in reliance upon such assumption, make the amount thereof available to the
intended recipient(s) on such date and, if such Lender or Borrowers (as the case may be) has not
in fact made the Required Payment to Collateral Agent, the recipient(s) of such payment shall, on
demand, repay to Collateral Agent for Collateral Agent’s own account the amount so made available
together with interest thereon in respect of each day during the period commencing on the date
such amount was so made available by Collateral Agent until the date Collateral Agent recovers
such amount at a rate per annum equal to (a) the Federal Funds Rate for such day, with respect to
interest paid by such Lender, or (b) the applicable rate provided under Section 2.02, with respect
to interest paid by Borrowers.



     Section 2.15. Replacement of Notes. Upon receipt of evidence reasonably
satisfactory to Borrowers of the loss, theft, destruction or mutilation of any Note and (a) in
the case of any such loss, theft or destruction, upon delivery of an indemnity agreement
reasonably satisfactory to Borrowers (provided, however, that if the holder of such Note
is the original holder of such Note, its own agreement of indemnity shall be deemed to be
satisfactory), or (b) in the case of any such mutilation, upon the surrender of such Note for
cancellation, Borrowers will execute and deliver, in replacement of such lost, stolen, destroyed,
or mutilated Note, a new Note of like tenor.



     Section 2.16. Security for the Obligations; Subordination; Etc.



     (a) Collateral. Except as specified in Schedule 2.16(a) hereto, the
Obligations shall be secured at all times by:




     (i)
a first priority perfected security interest in and lien upon all presently owned
and hereafter acquired tangible and intangible personal property and fixtures of each
Borrower, including without limitation any intercompany notes, obligations or agreements,
subject only to (A) any Permitted Liens and (B) the exclusion of any License, except to
the extent (if any) that such a security interest is permitted or not prohibited by the
Act (as defined in Section 4.08), and the rules, regulations and policies of the FCC (but
including, to the maximum extent permitted by law, all rights incident or appurtenant to
any such License, including without limitation the right to receive all proceeds derived
or arising from or in connection with the sale, assignment or transfer thereof);



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     (ii) first mortgages on all presently owned and hereafter acquired real estate owned
by each Borrower, subject only to any Permitted Liens, together with mortgagee’s title
insurance policies acceptable to Administrative Agent and Collateral Agent;




     (iii) collateral assignments of or leasehold mortgages on all real estate leases, in
each case, in which any of the Borrowers now has or may in the future have an interest,
subject only to any Permitted Liens, and such third party consents, lien waivers,
non-disturbance agreements and estoppel certificates as Administrative Agent and Collateral
Agent shall reasonably require, together with mortgagee’s title insurance policies
acceptable to Administrative Agent and Collateral Agent;




     (iv) a first priority perfected collateral assignment and/or pledge of all of the
issued and outstanding Equity Securities of each Borrower and all warrants, options, and
other rights to purchase such Equity Securities; and




     (v) first priority perfected collateral assignments of the Licenses and all purchase
agreements, construction contracts, management agreements, LMAs, programming agreements,
licenses, permits, authorizations (except for licenses and permits issued by the FCC to the
extent it is unlawful to grant a security interest in such licenses and permits) and other
agreements as Administrative Agent and Collateral Agent shall reasonably deem necessary to
protect the interests of Lenders, together with such third party consents, lien waiver and
estoppel certificates as Administrative Agent and Collateral Agent shall reasonably require
and as permitted by the underlying document.



     (b) Subordination. Without limiting the generality of Section 7.01, all existing and
hereafter arising Indebtedness of each Borrower to its Affiliates shall be subordinated to any
Indebtedness of such Borrower to Lenders pursuant to subordination
agreement(s) satisfactory in form
and substance to Administrative Agent (each an “Affiliate Subordination Agreement” and
collectively, the “Affiliate Subordination Agreements”).



     (c) Security Documents. All agreements and instruments described or contemplated in
this Section 2.16, together with all intercreditor agreements at any time in effect with respect
to Indebtedness affecting Eligible Stations, any and all other agreements and instruments
heretofore or hereafter securing the Notes and other Obligations or otherwise executed in
connection with this Agreement, as the same may be amended, supplemented, extended, restated,
renewed or replaced from time to time, are sometimes hereinafter referred to collectively as the
“Security Documents” and each
individually as a “Security Document”. Each Borrower
agrees to execute and deliver, or cause to be executed and delivered, any and all Security
Documents, in form and substance reasonably satisfactory to Collateral Agent, and take such
action as Collateral Agent may reasonably request from time to time in order to cause Collateral
Agent and Lenders to be secured at all times as described in this Section.



     (d) Collateral Agent. All Liens under the Security Documents or otherwise securing
payment of the Obligations shall be granted to the Collateral Agent, for the benefit of Lenders,
Administrative Agent and Collateral Agent. All Security Documents and financing statements
heretofore executed by Borrowers or authorized by Borrowers to be filed or recorded by WFF, as
Agent, in connection with the Original Credit Agreement, A&R Credit Agreement or otherwise



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shall remain in full force and effect, shall continue to secure payment and performance of,
and to perfect the Liens intended to secure payment and performance of, the Obligations,
and are hereby ratified and affirmed in all respects.




     Section 2.17. Use of Proceeds. The proceeds of the Loans shall be used
solely in accordance with Schedule 2.17 hereto.



     III. CONDITIONS OF MAKING THE LOANS.



     Section 3.01. Conditions to the First Loans. The obligations of
Lenders to enter into this Agreement and to make Loans to Borrowers on the Closing Date are
subject to the following conditions:



     (a) Representations and Warranties. The representations and warranties of each
Borrower and its Affiliates set forth in this Agreement and in the other Loan Documents
shall be true and correct in all material respects on and as of the date hereof and on the
date of the first Advance (except to the extent such representations and warranties are
made as of other date(s), in which case such representations and warranties shall be true
and correct in all material respects as of such other date(s)) and each Borrower shall have
performed all obligations which
were to have been performed by it hereunder prior to the Closing Date (unless waived
by Agents or the Required Lenders).



     (b) Loan Documents and Organizational Documents. Borrowers shall have executed
and/or delivered to Collateral Agent (or shall have caused to be executed and delivered to
Collateral Agent by the appropriate Persons), the following:




     (i) the Revolving Credit Notes and the Term Notes;




     (ii) All of the Security Documents, including without limitation, all Affiliate
Subordination Agreements, Uniform Commercial Code Financing Statements and
Termination Statements and all mortgages, deeds of trusts and amendments thereto,
lessor consents and waivers and related title insurance policies, if any, required
by Administrative Agent or its counsel, in connection with Borrowers’ compliance
with the provisions of Section 2.16;




     (iii) Certified copies (attached as required in Part A of the
form attached as Schedule 3.01) of all corporate or other action taken by
the Equity Holders of each Borrower authorizing the execution and delivery of the
Loan Documents to which it is a party (including all resolutions authorizing the
incurrence of the Obligations and the granting of the Liens contemplated by the Loan
Documents to which it is a party, to the extent required by the Organizational
Documents applicable thereto) which have been properly adopted and have not been
modified or amended;




     (iv) A copy of the Organizational Documents of each Borrower, with any
amendments thereto, certified by a Duly Authorized Officer of such Borrower
(attached as required in Part A of the form attached as Schedule
3.01);



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     (v) The names, true signatures and incumbency of all Duly Authorized Officers of
each Borrower which is party to a Loan Document;




     (vi) For each Borrower, certificates of legal existence and good standing (both as
to corporate law, if applicable, and, if available, tax matters) issued as of a
reasonably recent date by the Secretary of State of such Borrower’s state of formation
or organization and of any other state in which such Borrower is authorized or qualified
to transact business;




     (vii) No later than three (3) Business Days prior to the Closing Date, true and
correct copies of all Licenses, and all other material governmental licenses, franchises
and permits, all material FCC Consents, Final Orders and other third party consents and
all other material leases, contracts, agreements, instruments and other documents
specified in Schedules 4.04,  4.06, 4.07, 4.09 and 4.16;




     (viii) Such Uniform Commercial Code, Federal tax lien and judgment searches with
respect to the Borrowers and any other third parties as Agents shall require, the
results thereof to be satisfactory to Agents;




     (ix) The Budget, Projections and historical financial statements of the
Stations;




     (x) The Environmental Site Assessments for all owned Properties, the Environmental
Questionnaires for all leased Properties (as required by Lenders) and similar diligence
referenced to in Section 4.21;




     (xi) Certificates of insurance evidencing the insurance coverage and policy
provisions required in this Agreement;




     (xii) Liquidation value appraisal of the Stations satisfactory to Agents and Lenders
and confirming a combined Compressed Sale Value of Stations of not less than
$122,222,222;




     (xiii)
An Option Agreement (the “Option Agreement”) and a Warrant (the
“Warrant”) in form and substance acceptable to Administrative Agent granting to
Silver Point the right under certain circumstances to acquire Equity Securities
consisting of Class A common stock of EBC; and




     (xiv) Such other supporting documents and certificates as Administrative Agent,
Collateral Agent or Lenders may reasonably request.



     (c) Officer’s Certificates as to Compliance, Documents, Etc. Each Borrower shall
have provided to Collateral Agent a compliance certificate substantially in the form of Part
B of the form attached as Schedule 3.01 hereto or such other form as shall be
satisfactory to Agents, duly executed on behalf of each Borrower by a Duly Authorized Officer,
certifying as to satisfaction by each Borrower of the conditions to lending set forth in this
Section 3.01, if and as applicable, and, specifically, as to certain matters specified therein.


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     (d) No Material Adverse Change. As of the date hereof and as of the Closing Date, and
since the dates of those certain Projections attached as Schedule 4.17 and other financial
documents delivered to Administrative Agent prior to the Closing Date, no event or circumstance
shall have occurred which could reasonably be expected to have a
Material Adverse Effect.



     (e) Borrower Counsel Opinions. Administrative Agent shall have received:




     (i) the favorable written opinion of general corporate counsel to the Borrowers dated
as of the date hereof, addressed to Administrative Agent, Collateral Agent and Lenders and
reasonably satisfactory to Administrative Agent in scope and substance;




     (ii) the favorable written opinion of special communications counsel to the Borrowers,
dated as of the date hereof, addressed to Administrative Agent, Collateral Agent and Lenders
and reasonably satisfactory to Administrative Agent in scope and substance;




     (iii) the favorable written opinion of special local counsel to the Borrowers in the
State of Nevada, dated as of the date hereof, addressed to Administrative Agent, Collateral
Agent and Lenders and reasonably satisfactory to Administrative Agent in  scope and
substance.



     (f) Legal and Other Fees. As of the Closing Date, all fees owed to Administrative
Agent, Collateral Agent, Lenders and their respective Affiliates pursuant to this Agreement and
under the Fee Letter, and all legal fees and expenses of counsel to Administrative Agent,
Collateral Agent and Lenders incurred through such date shall have been paid in full.



     (g) Site
 Inspections. Administrative Agent shall have completed satisfactory field
surveys (including audits of the books and records) of each of the Stations owned and operated by
Borrowers and interviews with their management and personnel.



     (h) Additional Reviews. Administrative Agent and Collateral Agent shall have
completed satisfactory reviews of Borrowers’ business plans and Projections, adjusted for any
planned Acquisitions, and received satisfactory reference checks for
Borrowers’ senior management.



     (i) Minimum Availability. On the Closing Date, after giving effect to the Advance to
be made on the Closing Date and the Term Loans, and receipt of funds by Collateral Agent for the
benefit of the Revolving Credit Lenders, Availability shall not be less than $5,000,000.



     (j) Maximum Credit. On the Closing Date:




     (i) the sum of (A) the Aggregate Revolving Credit Commitments, (B) the Aggregate Term
Loan Commitments, (C) the outstanding unpaid principal balances of all other Senior Debt
owed by Borrowers, or any of them (including, without limitation, Senior Debt owed to
Valley National Bank, Bank of Little Rock, One Bank & Trust and H&H Properties I Limited
Partnership, and the unpaid balance of all outstanding Capital



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Leases), shall not exceed the lesser of (y) $55,000,000, and (z) forty-five percent (45%)
of the Compressed Sale Value of Stations; and




     (ii) after giving effect to all Loans made on the Closing Date, the sum of (A) the
aggregate outstanding unpaid principal balance of the Revolving Credit Loans, (B) the
aggregate outstanding unpaid principal balance of the Term Loans, (C) the Letter of Credit
Usage, and (D) the outstanding unpaid principal balances of all other Senior Debt owed by
Borrowers, or any of them (including, without limitation, Senior Debt owed to Valley
National Bank, Bank of Little Rock, One Bank & Trust and H&H Properties I Limited
Partnership, and the unpaid balance of all outstanding Capital Leases), shall not exceed
the lesser of (y) $55,000,000, and (z) forty-five percent (45%) of the Compressed Sale
Value of Stations.



     (k) Review by Agents’ Counsel. All legal matters incident to the transactions
hereby contemplated shall be reasonably satisfactory to counsel for Administrative Agent and
counsel for Collateral Agent.



     Section 3.02. All Loans. The obligations of Lenders to make any Loans
(including Loans made on the Closing Date) or issue a Letter of Credit are, in each case,
subject to the following conditions:



     (a) Representations and Warranties. All warranties and representations set forth in
this Agreement and the other Loan Documents shall be true and correct in all material respects
as of the Borrowing Date (except to the extent such representations and warranties are made as
of a specific date in which case they shall have been true and correct in all material respects
as of such date). Each telephonic or written request for Loans or a Letter of Credit shall
constitute a representation to such effect as of the date of such request and as of the date
such Loans are made.



     (b) No Material Adverse Effect. As of each Borrowing Date, no event or circumstance
shall have occurred which has had or could have a Material Adverse Effect. Each telephonic or
written request for Loans or a Letter of Credit shall constitute a representation to such effect
as of the date of such request and as of the Borrowing Date.



     (c) No Default. After giving effect to such Loans (as of the proposed date thereof
or, in respect of the covenants set forth in Article V,
on a pro forma basis as of the last day
of the most recent Fiscal Quarter for which financial statements have been delivered to Lenders
under Section 6.05) or Letter of Credit and the use of proceeds thereof (whether for an
Acquisition or otherwise), no Default shall have occurred and be continuing. Each telephonic or
written request for Loans or a Letter of Credit shall constitute a representation to such effect
as of the date of such request and as of the Borrowing Date.



     (d) Loan Request. Collateral Agent shall have received a properly completed Loan
Request, together with all such financial and other information as Collateral Agent shall
require to substantiate the current and pro forma certifications of no Default contained
therein.



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     (e) Supporting Documents. Administrative Agent and Collateral Agent shall have
received such other supporting documents and certificates as Administrative Agent,
Collateral Agent and the Required Lenders may reasonably request.


     Section 3.03. Loans Relating to Permitted Acquisitions. Without in any
way limiting the discretion of Required Lenders to approve or withhold approval of any
Acquisition, any agreement of Revolving Credit Lenders to make any Revolving Credit Loan in
connection with a proposed Permitted Acquisition (except to the extent previously satisfied
or provided in connection with the Permitted Acquisitions described on Schedule
2.17), is also subject to the satisfaction of the following conditions as of the date
of the requested Advance:



     (a) Acquisition Closing.




     (i) The transactions contemplated by the applicable Acquisition Agreement shall
be consummated by a Person who is or shall become a Borrower hereunder,
contemporaneously with such Advance (except for the payment of that portion of the
purchase price thereunder being paid with the proceeds of such Loan) substantially
in accordance with the terms thereof and, in any event, in a manner reasonably
satisfactory to Agents, including, without limitation, (1) the repayment in full in
cash (simultaneously with, and from the proceeds of, the Loan or otherwise) of all
Indebtedness of the applicable seller(s) related to the assets and properties
transferred under such Acquisition Agreement to the extent such Indebtedness is not
being assumed by the buyer, and (2) the valid assumption by the buyer of all other
liabilities of the applicable seller(s) in respect of such assets and properties
transferred under such Acquisition Agreement, other than liabilities not subject to
assumption under such Acquisition Agreement which are otherwise addressed in a
manner reasonably satisfactory to the Agents.




     (ii) Agents shall have received reasonable evidence of Borrowers’ ability to
consummate receipt at closing of all licenses, permits, approvals and consents, if
any, required with respect to such Acquisition and any other related transaction
contemplated by this Agreement (including, without limitation, any necessary
consents of the FCC to the sale contemplated by such Acquisition Agreement as
evidenced by a Final Order, and any other required consents or filings of or with
applicable Governmental Authorities or other third parties).




     (iii) Agents shall have received copies of the legal opinions delivered by
seller(s) pursuant to the applicable Acquisition Agreement in connection with such
Acquisition, together with a letter from each Person delivering an opinion (or
authorization within the opinion) authorizing reliance thereon by Lenders and
Agents.




     (iv) Collateral Agent shall have received written evidence reasonably
satisfactory to Collateral Agent and its counsel that, except as otherwise disclosed
in Schedule 4.09 hereto, all Leases covering tower and transmitter sites
used by the Stations being acquired have lease terms (including all extension and
renewal options exercisable unilaterally by Borrowers) through the Maturity Date.



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     (v) The Borrowers shall have satisfied all conditions and obligations set forth in
Section 7.04(b).




     (vi) The Borrowers shall have satisfied all other conditions reasonably imposed by
Required Lenders in giving their consent to such Permitted Acquisition.



     (b) Officer’s Certificates as to Compliance, Solvency, Documents, Etc. Borrowers
shall have provided to Collateral Agent one or more compliance and other closing certificates,
in forms reasonably satisfactory to Agents, executed on behalf of Borrowers by their President,
chief executive officer or chief financial officer, as applicable, certifying as to
satisfaction by Borrowers of the conditions to lending set forth in this Article III and,
specifically, as to certain matters reasonably specified therein, including a certificate of
representations, warranties, compliance and non-default reasonably satisfactory in form and
substance to Agents, together with updated versions of all Schedules to this Agreement and of
the Exhibits to Borrowers’ Security Documents, and otherwise adjusting Borrowers’
representations and warranties contained herein and therein, to the extent appropriate in
connection with such Acquisition and approved by Agents in writing in its sole discretion
(which certificate, only if so approved, shall be deemed an amendment of this Agreement and
such Security Documents and shall be incorporated by reference herein and therein).



     (c) Due Diligence. Agents and their counsel shall have completed their due
diligence review with respect to the proposed Permitted Acquisition, including a review of all
material agreements, and shall be reasonably satisfied with the results of such review, such
review to be undertaken in a reasonably timely manner following delivery of all required
information by Borrowers.



     (d) Other Deliveries. Borrowers shall have executed and/or delivered to Collateral
Agent (or shall have caused to be executed and delivered to Collateral Agent by the appropriate
persons), the following:




     (i) All lien searches reasonably required by Agents with respect to Borrowers and
the assets to be acquired pursuant to such Acquisition and the applicable seller(s) (and
their predecessors as owners of such assets), together with all financing statements and
termination statements (or payoff letters evidencing a commitment to deliver executed
termination statements to the Collateral Agent promptly after receipt of payoff) and all
Security Documents (including the Joinder Agreement and Security Documents of any new
Subsidiaries created or acquired in connection with such Acquisition, such Security
Documents to be in form and substance acceptable to Collateral Agent), Mortgages and
related title insurance policies reasonably required by Agents in connection with the
Borrowers’ compliance with the provisions of Section 2.16;




     (ii) A certified copy of the resolutions of the Board of Directors of Borrowers, as
applicable, authorizing such Acquisition;




     (iii) Such certificates of public officials and copies of material consents,
agreements and other documents and such other supporting documents and information



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as Agents shall reasonably request (including, without limitation, all employment
contracts of key employees with appropriate non-compete clauses therein);




     (iv) Not more than five (5) Business Days after a Borrower’s execution and delivery
thereof, the applicable Acquisition Agreement, including detailed schedules of all owned
and leased real property to be acquired thereunder;




     (v) If requested by Agents, engineering reports, environmental site assessments or
such other information (including environmental questionnaires) with respect to owned and
leased real properties, which shall be reasonably satisfactory in all respects to Agents;




     (vi) A balance sheet for Borrowers and the Station(s) to be acquired and updated
projections, pro forma, of the Acquisition and the proposed Advances and showing financial
covenant compliance, and all other financial information required by Section 7.04;




     (vii) A current balance sheet of the seller in such Acquisition (if available and to
the extent received by Borrowers or their Subsidiaries) and such seller’s statements of
income in respect to the Stations to be acquired;




     (viii) Certificates of insurance evidencing the additional insurance coverage and
policy provisions required in this Agreement;




     (ix) Such Security Documents and agreements as Collateral Agent shall reasonably
require; and




     (x) Such other supporting documents and certificates as Agents may reasonably request.



     (e) Lender Approval. Required Lenders, after completion of their due diligence, shall
in their sole and absolute discretion have approved the requested Acquisition which is to be
financed or refinanced by the Loan as a Permitted Acquisition. Agents and Required Lenders shall,
on a best efforts basis, review and comment within thirty (30) days of Collateral Agent’s receipt
from Borrowers of a signed letter of intent and preliminary due diligence package in scope and
substance reasonably acceptable to Agents, indicating whether any proposed Acquisition is
acceptable to Required Lenders, subject to the satisfaction of all conditions set forth herein for
funding. For purposes of determining compliance with the conditions precedent referred to in
Sections 3.01, 3.02 and 3.03 as of the Closing Date or, with respect to Advances made hereafter,
as of the Borrowing Date of such Advances, each Lender (other than an Agent in its capacity as a
Lender) shall be deemed to have consented to, approved or accepted or be satisfied with each
document or other matter which is the subject of such Lender’s consideration under any of the
provisions of such Sections, unless an officer of Collateral Agent responsible for the
transactions contemplated by the Loan Documents shall have received written notice from such
Lender at least five (5) Business Days prior to the applicable borrowing date specifying its
objection thereto and such Lender shall have failed to make available such Lender’s ratable share
of such Advances, as the case may be.



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     (f) Opinions. Agents shall have received the favorable written opinions of FCC and
local counsel to Borrowers, dated the date of such Advance, addressed to Agents and reasonably
satisfactory to Agents in scope and substance.



     (g) Fees and Legal Fees. All fees required to be paid by Borrowers under the Fee
Letter at the time of the Advance, and all reasonable legal fees and expenses of counsel to
the Agents referred to in Section 13.02 incurred through the date of such Advance, shall have
been paid in full.



     (h) Review by Agents’ Counsel. All legal matters incident to the transactions
contemplated hereby shall be reasonably satisfactory to counsel for Agents.



     IV. REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and warrants
to Agents and Lenders (which representations and warranties shall give effect to the
consummation of all of the transactions referred to in Section 3.01 and shall survive the
delivery of the Notes and the making of the Loans) that:



     Section 4.01. Financial Information. Borrowers have heretofore furnished
to Lenders:



     (a) (i)the audited balance sheets of Borrowers as at December 31, 2003, and the statements
of operations, changes in stockholders’ equity and changes in financial position of Borrowers
for the Fiscal Year ending on such date, and (ii) the internally prepared balance sheet of
Borrowers as at April 30, 2004, and the statement of operations of Borrowers for the four-month
period ending on such date. Said financial statements and balance sheets have been prepared in
accordance with GAAP applied on a basis consistent with that of preceding periods, and are
complete and correct in all material respects and fairly present the financial condition of
Borrowers as at said dates and the results of operations of Borrowers for the periods
indicated. Since December 31, 2003, there has occurred no Material Adverse Change other than as
disclosed in said balance sheets and financial statements. No Borrower has any material
contingent obligations, liabilities for taxes or unusual forward or long-term commitments
except as specifically mentioned in the foregoing financial statements. All financial
projections submitted to Lenders by Borrowers are reasonable in light of all information
presently known by Borrowers; and



     (b) (i) the Opening Balance Sheet of the Borrowers showing their pro forma financial
condition after the consummation of any and all transactions contemplated hereby to have
occurred as of the Closing Date (the "Opening Balance Sheet”) and (ii) the Projections
of the Borrowers as set forth in Section 4.17. Except as set forth in Schedule 4.01,
no Borrower has any contingent obligations, liabilities for taxes or unusual forward or
long-term commitments not shown on the Opening Balance Sheet. The Opening Balance Sheet fairly
represents the pro forma financial condition of the Borrowers as of its date. All financial
projections and other financial information submitted to Lenders by Borrowers (including all
projections set forth in the Budget) are believed by Borrowers to be reasonable in light of
all information presently known by Borrowers. To the best of their belief and after all
diligence and inquiry, the Projections reflect the reasonable estimates of Borrowers of the
results of operations and other information set forth therein.



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     Section 4.02. Organization, Qualification, Etc. Each Borrower (a) is duly
formed, validly existing and in good standing under the laws of its state of incorporation,
organization or formation, all as specified in Schedule 4.02, (b) has the power and
authority to own its properties and to carry out its business as now being conducted and as
presently contemplated, (c) has the power and authority to execute and deliver, and perform its
respective obligations under, this Agreement, the Notes and the Security Documents and all other
Loan Documents to which it is a party and (d) is duly qualified to transact business in the
jurisdictions specified in such Schedule 4.02 and in each other jurisdiction where the nature of its activities requires such
qualification except where the failure to qualify could not reasonably be expected to have a
Material Adverse Effect. Schedule 4.02 lists all Subsidiaries of each Borrower (including
Subsidiaries which are Inactive Subsidiaries). None of the Inactive Subsidiaries owns any
material assets or properties or owns, operates or is engaged in any business activity.



     Section 4.03. Authorization; Compliance; Etc. The execution and delivery of,
and performance by Borrowers, if any, of their respective obligations under, this Agreement, the
Notes and the Security Documents, and all other Loan Documents have been duly authorized by all
requisite corporate, partnership, limited liability company and other action, as the case may be,
and will not violate any provision of law (including without limitation the Act, the FCC Rules
and all other rules, regulations, administrative orders and policies of the FCC), any order,
judgment or decree of any court or other agency of government, the Organizational Documents of
each Borrower or any indenture, agreement or other instrument to which each Borrower is a party,
or by which each Borrower is bound or be in conflict with, result in a breach of, or constitute
(with due notice or lapse of time or both) a default under, or except as may be permitted under
this Agreement, result in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the property or assets of each Borrower pursuant to, any such
indenture, material agreement or instrument. Each of the Loan Documents constitutes the valid and
binding obligation of each of the Borrowers and their Affiliates party thereto, enforceable
against such parry in accordance with its terms, subject, however to bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the rights and remedies of creditors
generally or the application of principles of equity, whether in an action in law or proceeding
in equity, and subject to the availability of the remedy of specific performance or of any other
equitable remedy or relief to enforce any right under any such agreement.



     Section 4.04. Governmental and Other Consents. Etc. No Borrower is required
to obtain any consent, approval or authorization from, to file any declaration or statement with
or to give any notice to, any Governmental Authority, including, without limitation, any
Specified Authority, or any other Person (including, without limitation, any notices required
under the applicable bulk sales law) in connection with or as a condition to the execution,
delivery or performance of any of the Loan Documents except (i) filings and recordings required
under Section 2.16 and the Security Documents, (ii) from time to time, the Borrowers may be
required to obtain certain authorizations of or to make certain filings with the FCC which are
required in the ordinary course of business, (iii) copies of certain documents, including
without limitation certain Loan Documents, may be required to be filed with the FCC, (iv) the
FCC must be notified of the consummation of any assignments or transfers of control of FCC
authorizations and ownership reports are required to be filed with the FCC after such
consummation, (v) prior to the exercise of certain rights or remedies under the Loan Documents
by Agents and Lenders, FCC consents and notifications with respect to such exercise may be
required to be timely



 - 56 - 









 




obtained or made, and (vi) as otherwise set forth on Schedule 4.04. Except as set
forth in such Schedule 4.04, all consents, approvals and authorizations described in
such Schedule have been duly granted and are in full force and effect on the date hereof and
all filings described in such Schedule have been properly and timely made.




     Section 4.05. Litigation. Except as specified in Schedule 4.05,
there is no action, suit or proceeding at law or in equity or by or before any Governmental
Authority, including, without limitation, any Specified Authority, now pending or, to the
knowledge of Borrowers, threatened (nor is any basis therefor known to Borrowers), (a) which
questions the validity of any of the Loan Documents, or any action taken or to be taken
pursuant hereto or thereto, or (b) against or affecting a Borrower which, if adversely
determined, either in any case or in the aggregate, would have a Material Adverse Effect.



     Section 4.06. Compliance with Laws and Agreements. No Borrower is a party
to, or subject to, any agreement or instrument containing any corporate, partnership, limited
liability company or other restriction which would prohibit its consummation of the
transaction or performance of the obligations contemplated by the Loan Documents. Except as
set forth on Schedule 4.06 attached hereto, no Borrower is in material violation of
(a) any provision of its Organizational Documents or of any material indenture, agreement or
instrument to which it is a party or by which it is bound (including, without limitation, the
A&R Credit Agreement), (b) any provision of law (including without limitation the Act, the
FCC Rules and all other rules, regulations, administrative orders and policies of the FCC), or
(c) any order, judgment or decree of any court or other Governmental Authority, including,
without limitation, any Specified Authority.



     Section 4.07. The Stations. Schedule 4.07 hereto accurately and
completely lists (a) all material authorizations, licenses, permits and franchises granted or
assigned to the respective Borrowers by the FCC or any other public or governmental agency or
regulatory body and now held by the respective Borrowers, including all material
authorizations, licenses, permits and franchises, for the operation of the Stations including
all associated boosters and translators identified on Schedule 4.07, and (b) all
material authorizations, licenses, permits, franchises and construction permits granted or
assigned to Borrowers by the FCC, and the same constitute the only material licenses, permits
or franchises or other authorizations of any public or governmental agency or regulatory body
required or advisable in connection with the conduct by each Borrower of its business as
presently conducted or proposed to be conducted. All existing Licenses are in full force and
effect, are duly issued in the name of, or validly assigned to, the Borrowers as identified on
Schedule 4.07, and each Borrower has full power and authority to operate thereunder
and in full material compliance therewith. The Licenses (or true copies thereof) are posted at
the Stations in accordance with Section 73.1230 of the FCC Rules. Such Schedule also specifies
the expiration date of each existing License. Except as set forth on
Schedule 4.07,
there are no pending applications, requests for special temporary authority, requests for
extension of time, replies to complaints or other unresolved filings with the FCC submitted by
any Borrower, nor is there pending (or, to Borrowers’ knowledge, threatened) any action by or
before the FCC to revoke, cancel, rescind, modify or refuse to renew in the ordinary course,
any of the Licenses. Borrowers shall supplement Schedule 4.07 from time to time with a
list of all material Licenses issued to the Borrowers with respect to all television broadcast
stations acquired and other Permitted Acquisitions consummated after the date hereof.



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     Section 4.08. Regulatory Compliance. Borrowers have reviewed and evaluated in
detail the applicable provisions of the Communications Act of 1934, as amended (the “Act”),
and all applicable FCC rules and policies currently in effect (the
“FCC Rules”), and all
rules and policies of any other Specified Authority, including, without limitation, all rules and
regulations governing equal employment opportunity. Based upon such review, the Stations are in
material compliance with the Act, the FCC Rules and the rules of any other Specified Authority
applicable to them. Without limiting the generality of the foregoing (except to the extent that the
failure to comply with any of the following could not, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect):




     (i) each Borrower has filed all material reports and other submissions required to be
filed with the Specified Authorities by each Borrower or with respect to the Stations and
their operations;




     (ii) the operation of the Stations is in compliance in all material respects with ANSI
Standards C95.1-1982 to the extent required under applicable rules and regulations;




     (iii) to the best of Borrowers’ knowledge, all of the existing towers used in the
operation of the Stations are obstruction-marked and lighted to the extent required by, and
in accordance with, the rules and regulations of the Specified Authorities and appropriate
notification to the Specified Authorities has been filed for each such tower where required
by the rules and policies of the Specified Authorities;




     (iv) each Station is being operated substantially in compliance with the applicable
Licenses; and




     (v) each Borrower and all persons who have an interest in the Borrowers as specified
by the FCC Rules are in compliance with the provisions of Section 310 of the Act, relating
to the interests of aliens and foreign governments.



     (b) Except as specified in Schedule 4.08, (i) no FCC proceedings against a Borrower
in respect of equal employment opportunity violations are pending or, to Borrowers’ best
knowledge, threatened, and (ii) there is not pending, issued or outstanding by or before the FCC,
or to the knowledge of Borrowers threatened, any Order to Show Cause, Notice of Violation, Notice
of Apparent Liability, Notice of Forfeiture or other investigation or material complaint against
any of the Stations or Borrowers.



     (c) The assets of each Station are adequate and sufficient for all of the current operations
of such Station as contemplated as of the date hereof.



     Section 4.09. Title to Properties; Condition of Properties; Proprietary
Rights.



     (a) Except as set forth on Schedule 4.09, Borrowers have good title to all Collateral
free and clear of all Liens, except Liens permitted under Section 7.02 of this Agreement
(“Permitted Liens”). Such Schedule 4.09 also sets forth a description of all real
properties owned or leased by Borrowers and which are used in the operation of the Stations.



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     (b) Schedule 4.09 accurately and completely lists, and sets forth a description
of, all agreements between each Borrower and any Person relating to the location of (i)
tower and transmitter sites used in the operation of the Stations and (ii) offices, studios
and other facilities, and the same constitute the only tower site and other leases necessary
in connection with the conduct by Borrowers of their businesses as presently conducted (the
“Leases”). Each of Borrowers enjoys quiet possession under all Leases to which it
is a party as lessee and which relate to the operations of the Stations, and all of such
Leases are valid, subsisting and in full force and effect. Except as specified on
Schedule 4.09, the term of each of such Leases (including unexercised renewal
options) extends at least through the Maturity Date. None of such Leases contains any
provision restricting the incurrence of indebtedness by the lessee.



     (c) Except as specified in such Schedule 4.09, none of the improved real
property owned or leased by each Borrower that is required to be mortgaged under Section
2.16(a) is situated in a flood zone designated as type “A”, “B” or “V” by the U.S.
Department of Housing and Urban Development.



     (d) Schedule 4.09 sets forth an accurate and complete list of all Intellectual
Property, owned by or licensed to each Borrower and used or to be used by each Borrower in
connection with the ownership or operation of the Stations. Such Intellectual Property
constitute all of such proprietary rights that are necessary for the operation of the
Stations, except to the extent that their absence would not have a Material Adverse Effect.
To Borrower’s knowledge, all documents and agreements relating to such Intellectual Property
is in full force and effect and no material default has occurred and is continuing under any
such document or agreement.



     (e) To Borrowers’ knowledge, the use by each Borrower of any Intellectual Property
owned by such Borrower does not require the consent of any other Person and the same are
freely transferable (except as otherwise provided by law). Except as described on
Schedule 4.09, the Borrowers have ownership or a valid license to use all
Intellectual Property used or to be used by it in connection with the ownership or operation
of the Stations, free and clear of any attachments, liens, encumbrances or adverse claims,
and, to Borrowers’ knowledge, neither the present or contemplated activities or products of
any of the Borrowers infringe upon any Intellectual Property of others.



     Section 4.10. Interests in Other Businesses. Except as reflected in
Schedule 4.10 or Schedule 4.19 hereto, no Borrower (a) holds or owns any of the issued and
outstanding Equity Securities, or any rights to acquire the same, of any corporation,
partnership, limited liability company, firm or entity or (b) engages in any business
activities or operations other than the ownership and operation of the Stations and the
ownership and leasing of available space on broadcast towers used by Borrowers for their
broadcast operations.



     Section 4.11. Solvency.



     (a) The aggregate amount of the full saleable value of the assets and properties of
Borrowers exceeds the amount that will be required to be paid on or in respect of Borrowers’
existing debts and other liabilities (including probable contingent liabilities) as they
mature.



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     (b) Borrowers’ assets and properties do not constitute unreasonably small capital for
Borrowers to carry out their business as now conducted and as proposed to be conducted,
including Borrowers’ capital needs, taking into the account the particular capital
requirements of such Borrower’s business and the projected capital requirements and capital
availability thereof.



     (c) Borrowers do not intend to, nor will Borrowers, incur debts beyond their ability to
pay such debts as they mature, taking into account the timing and amounts of cash reasonably
anticipated to be received by Borrowers and the amounts of cash reasonably anticipated to be
payable on or in respect of Borrowers’ obligations. Borrowers’ cash flow, after taking into
account all anticipated sources and uses of cash, will at all times be sufficient to pay all
such amounts on or in respect of its indebtedness when such amounts are required to be paid.



     (d) Borrowers believe that no reasonably anticipated final judgment in a pending action
or, to its knowledge, any threatened action for money damages will be rendered at a time
when, or in an amount such that, each Borrower will be unable to satisfy such judgment
promptly in accordance with its terms (taking into account the maximum reasonable amount
thereof and the earliest reasonable time at which such judgment might be rendered). The cash
available to each Borrower, after taking into account all other anticipated uses of cash
(including the payment of all such Borrower’s indebtedness) is anticipated to be sufficient
to pay any such judgment promptly in accordance with their terms.



     (e) No Borrower is contemplating either the filing of a petition by it under any state
or federal bankruptcy or insolvency laws or the liquidation of all or a substantial portion
of its property, and Borrowers have no knowledge of any Person contemplating the filing of
any such petition against any Borrower.



     Section 4.12. Full Disclosure. No statement of fact made by or on behalf
of any Borrower in this Agreement or any other Loan Document or in any certificate or
schedule furnished to Lenders pursuant hereto or thereto contains any untrue statement of a
material fact or omits to state any material fact necessary to make statements contained
therein or herein not misleading. There is no fact presently known to Borrowers which has not
been disclosed to Lenders in writing which materially and adversely affects any Borrower, or,
as far as Borrowers can reasonably foresee, could have, a Material Adverse Effect, other
than facts and circumstances generally known within the television broadcast industry.



     Section 4.13. Margin Stock. The Borrowers do not own or have any
present intention of acquiring any “margin stock” within the meaning of Regulation U (12 CFR
Part 221) of the Board of Governors of the Federal Reserve
System (herein called “Margin
Stock”).



     Section 4.14. Tax Returns. Each Borrower has filed all federal, state
and local tax and information returns required to be filed (taking into account any
extensions filed) and has paid or made adequate provision for the payment of all material
federal, state and local taxes, franchise fees, charges and assessments shown thereon.



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     Section 4.15. Pension Plans, Etc.



     (a) Except as described in Schedule 4.15, neither any Borrower nor any
member of the Controlled Group has any pension, profit sharing or other similar plan
providing for a program of deferred compensation to any employee.



     (b) No Borrower and no member of the Controlled Group has any material liability (i)
under Section 412 of the Code for failure to satisfy the minimum funding requirements for
pension plans, (ii) as the result of the termination of a defined benefit plan under Title
IV of ERISA, (iii) under Section 4201 of ERISA for withdrawal or partial withdrawal from a
multiemployer plan, or (iv) for participation in a prohibited transaction with an employee
benefit plan as described in Section 406 of ERISA and Section 4975 of the Code.



     Section 4.16. Material Agreements. Except for matters disclosed in
Schedules 4.07, 4.09 and 4.20, Schedule 4.16 hereto accurately and completely lists all
material agreements, if any, between Borrowers and their Affiliates, and all material
construction, engineering, management, consulting and other agreements, if any, which are
in effect on the date hereof in connection with the conduct of the business of Borrowers,
including without limitation the acquisition, construction, extension and/or operation of
the Stations.



     Section 4.17. Projections. Attached as Schedule 4.17 are
annual projections of the operation of EBC’s consolidated business through December
31,2008 (the “Projections”).



     Section 4.18. Brokers. Etc. Except as disclosed in Schedule
4.18 hereto, no Borrower has dealt with any broker, finder, commission agent or other
similar Person in connection with the Loans or the transactions contemplated by this
Agreement or is under any obligation to pay any broker’s fee, finder’s fee or commission
in connection with such transactions.



     Section 4.19. Capitalization. Attached as Schedule 4.19 is a
description of the ownership relationships among Borrowers and their respective Affiliates,
showing accurate ownership percentages of the Equity Holders (other than Equity Holders of
EBC) of record and accompanied by a statement of authorized and issued Equity Securities
for each such entity as of the date hereof. Such Schedule 4.19 also states, as of
the date hereof (a) which securities, if any, carry preemptive rights; (b) whether there
are any outstanding subscriptions, warrants or options to purchase any securities; (c)
whether each Borrower is obligated to redeem or repurchase any of its securities, and the
details of any such committed redemption or repurchase; and (d) any other agreement,
arrangement or plan to which each Borrower is a party or participant or of which Borrower
has knowledge which will directly or indirectly affect the capital structure of each
Borrower. All such Equity Securities of the Borrower’s are validly issued and fully paid
and nonassessable, and owned as set forth on such Schedule 4.19. All such Equity
Securities of the Borrowers are owned, legally and beneficially, free of any assignment,
pledge, lien, security interest, charge, option or other encumbrance, except for (i)
Permitted Liens, (ii) restrictions on transfer imposed by the Organizational Documents of
such Person, and (iii) restrictions on transfer imposed by applicable securities laws, as
indicated on the certificates evidencing such Equity Securities or as may be imposed by the
FCC.



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     Section 4.20. Environmental Compliance. Except as specified in the reports
listed on Schedule 4.20 (copies of which have been provided to Agents)



     (a) To the best of each Borrower’s knowledge, all real property leased, owned, controlled or
operated by the Borrowers (the “Properties”) and their existing and, to the best of
Borrower’s knowledge, prior uses and activities thereon, including, but not limited to, the use,
maintenance and operation of each of the Properties and all activities in the conduct of business
related thereto, comply and have at all times complied in all material respects with all
Environmental Laws, except where the failure to comply could not have a Material Adverse Effect.



     (b) Neither any of the Borrowers, nor, to the best of any Borrower’s knowledge, any previous
owner, tenant, occupant or user of any of the Properties or any other Person, has engaged in or
permitted any operations or activities upon any of the Properties for the purpose of or in any
way involving the handling, manufacture, treatment, storage, use, generation, release, discharge,
refining, dumping or disposal of a material amount of any Hazardous Materials the removal of
which is required or the maintenance of which is prohibited or
penalized.



     (c) To the best of each Borrower’s knowledge, no Hazardous Material has been or is currently
located in, on, under or about any of the Properties in a manner which materially violates any
Environmental Law or which requires cleanup or corrective action of any kind under any
Environmental Law.



     (d) To
the best of each Borrower’s knowledge, no notice of violation, lien, complaint, suit,
order or other notice or communication concerning any alleged violation of any Environmental Law
in, on, under or about any of the Properties, has been received by each Borrower or, to the best
of Borrower’s knowledge, any prior owner or occupant of any of the Properties which has not been
fully satisfied and complied with in a timely fashion so as to bring such Property into full
compliance with all Environmental Laws.



     (e) The Borrowers have all permits and licenses required under any Environmental Law to be
issued to them by any Governmental Authority on account of any or all of their activities on any
of the Properties, (except to the extent that the absence of any such permit or license would not
have a Material Adverse Effect) and are in material compliance with the terms and conditions of
such permits and licenses. To the best of Borrower’s knowledge, no change in the facts or
circumstances reported or assumed in the application for or granting of such permits or licenses
exist, and such permits and licenses are in full force and effect.



     (f) To the best of each Borrower’s knowledge, no portion of any of the Properties has been
listed, designated or identified in the National Priorities List (NPL) or the CERCLA information
system (CERCLIS), both as published by the United States Environmental Protection Agency, or any
similar list of sites published by any federal, state or local authority proposed for or
requiring cleanup, or remedial or corrective action under any Environmental Law.



     (g) Each Borrower, at its expense, has provided to Agents and Lenders a “Transaction
Screen” or “Phase One” site assessment (as required by Lenders) for each of the owned



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Properties designated by Lenders (including those owned Properties designated on Schedule
4.20 and required as a condition to the execution of this Agreement under Section 2.16)
(collectively, the “Environmental Site Assessments”), prepared by an environmental
consulting firm of national reputation reasonably satisfactory to Lenders, together with a letter
from such firm to Agents authorizing Agents and Lenders to rely thereon. Each of the Environmental
Site Assessments provided to Agents and Lenders is, to the best of Borrower’s knowledge, true and
accurate in all material respects. Borrower has also provided to Agents and Lenders an
“Environmental Questionnaire” (as required by Agents) for each of the leased properties designated
by Lenders (collectively, the “Environmental Questionnaires”).



     Section 4.21. Investment Company Act. No Borrower is an “investment company”
within the meaning of the Investment Company Act of 1940, as amended, or a “holding company,” or
a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company,” or of a
“subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding
Company Act of 1935, as amended.



     Section 4.22. Labor Matters. No Borrower is experiencing any strike, labor
dispute, slow down or work stoppage due to labor disagreements which could reasonably be expected
to have a Material Adverse Effect; to Borrowers’ knowledge, there is no such strike, dispute, slow
down or work stoppage threatened against any Borrower; and neither Borrower is subject to any
collective bargaining or similar arrangements.



     Section 4.23. Delaware Code Provisions. None of the Organizational Documents
of Borrowers contains any provision similar to those set forth in Section 102(b)(2) of Title 8 of
the Delaware Code.



     V. FINANCIAL COVENANTS. Borrowers hereby covenant and agree that, so long as any
Lender has any obligation to extend credit to Borrowers, or any of them, hereunder, and for so
long thereafter as there remains outstanding any of the Obligations, whether now existing or
arising hereafter, the Borrowers will on a consolidated basis:



     Section 5.01. Senior Leverage Ratio. [Section Intentionally
Omitted.]



     Section 5.02. Interest Coverage. [Section Intentionally Omitted.]



     Section 5.03.
Fixed Charge Coverage. [Section Intentionally
Omitted.]



     Section 5.04. Capital Expenditures. Not make or incur Capital Expenditures
(exclusive of Capital Expenditures consisting of Permitted Acquisitions) on a consolidated basis
in any calendar year in excess of (a) $6,000,000 in calendar year 2004, (b) $3,500,000 in
calendar year 2005, or (c) $2,000,000 in any calendar year thereafter; provided, however,
that so long as no Event of Default shall then exist, Capital Expenditures permitted, but not
made, in any fiscal year may be deferred and made in the subsequent fiscal year in addition to
(and computed after the application of) permitted Capital Expenditures for such subsequent fiscal
year specified above, provided, further, that no such deferred Capital Expenditures may be
further deferred. Notwithstanding the foregoing, Capital Expenditures and Permitted Acquisitions
which are either (i) funded solely by additional cash equity or (ii) not financed with the Loans
and which




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are nonrecourse to Borrowers and the Stations, shall not be treated as Capital
Expenditures for the purposes of this Section 5.04.




     Section 5.05. Restricted Payments. (a) Not directly or indirectly
declare, order, pay or make any Restricted Payment or set aside any sum or property therefor
without Lenders’ prior written consent, except as follows:



          (i) Borrowers may make payments permitted by the Affiliate Subordination Agreement;




          (ii) EBC may make payments of management fees and expenses pursuant to the Management
Agreement as in effect on the date hereof;




          (iii) EBC may utilize up to $5,000,000 from the Net Cash Proceeds of Pre-Approved
Station Sales listed in Schedule 7.03 hereto for the purpose of effecting a one-time
redemption of common stock of EBC within one (1) year of the Closing Date; and




          (iv) EBC may use up to $2,000,000 of Loan proceeds to redeem capital stock within one
(1) year of the Closing Date as described in Schedule 2.17 hereto;



so long as, in each case, no Default has occurred and is then continuing or would occur
after giving effect thereto; and in the case of the Restricted Payments described in Section
5.05(a)(iii) and (iv) EBC has first satisfied its obligations to Silver Point as set forth m
a the Option Agreement.




     (b) Notwithstanding the limitations set forth in Section 5.05(a), EBC may make scheduled
distributions when due and payable in respect to its preferred stock if (i) no Default has
occurred and is then continuing after giving effect to such proposed distributions, and (ii)
either the Required Lenders have consented thereto in writing or the Required Lenders have
elected to decline Borrowers’ written offer, delivered to each Agent not less than three (3)
months prior to the date of such proposed distribution, to pay all of their Obligations in
full.



     Section 5.06.
Minimum Revenues and EBITDA. For each twelve-month period
ending on the last day of each Fiscal Quarter indicated below, earn minimum consolidated
revenues from business operations and minimum consolidated EBITDA of not less than the
respective amounts set forth below:



	 	 	 	 	 	 	 	 	 
	For the three-month	 	Minimum Revenues to	 	Minimum EBITDA to
	period ending on:	 	be not less than:	 	be not less than:
	June 30, 2004
	 	$	21,010,000	 	 	 	($8,052,000	)
	September 30, 2004
	 	$	20,430,000	 	 	 	($7,697,000	)
	December 31, 2004
	 	$	20,160,000	 	 	 	$   475,000	 
	March 31, 2005
	 	$	19,850,000	 	 	 	$1,250,000	 
	June 30, 2005
	 	$	21,350,000	 	 	 	$3,000,000	 
	September 30, 2005
	 	$	24,100,000	 	 	 	$4,250,000	 
	December 31, 2005
	 	$	28,000,000	 	 	 	($2,250,000	)
	March 31, 2006
	 	$	30,250,000	 	 	 	($1,250,000	)






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	For the three-month	 	Minimum Revenues to	 	Minimum EBITDA to
	period ending on:	 	be not less than:	 	be not less than:
	June 30, 2006
	 	$	33,500,000	 	 	($	250,000	)
	September 30, 2006
	 	$	36,750,000	 	 	$	1,500,000	 
	December 31, 2006
	 	$	40,250,000	 	 	$	4,750,000	 
	March 31, 2007
	 	$	42,000,000	 	 	$	6,500,000	 
	June 30, 2007
	 	$	44,000,000	 	 	$	8,750,000	 
	September 30, 2007
	 	$	46,750,000	 	 	$	11,000,000	 
	December 31, 2007
	 	$	50,000,000	 	 	$	11,750,000	 
	March 31, 2008
	 	$	52,000,000	 	 	$	12,750,000	 
	June 30, 2008
	 	$	54,500,000	 	 	$	13,750,000	 
	September 30, 2008
	 	$	58,000,000	 	 	$	16,000,000	 
	December 31, 2008
	 	$	62,000,000	 	 	$	20,000,000	 
	March 31, 2009
	 	$	64,500,000	 	 	$	21,000,000	 
	June 30, 2009
	 	$	68,000,000	 	 	$	22,500,000	 






          Section 5.07. Minimum Availability. Maintain at all times Availability in an
amount equal to or greater than the greater of (i) Two Million Five Hundred Thousand Dollars
($2,500,000), and (ii) twelve and one-half percent (12.50%) of the sum of the then applicable
Aggregate Revolving Credit Commitments plus the then unpaid principal balance of the Term
Loans; provided, however, that Lenders agree to delete the covenant contained in
this Section 5.07 from this Agreement upon receipt of Borrowers’ consolidated financial statements
confirming that Borrowers’ consolidated EBITDA for the trailing twelve-month period covered by
such financial statements, exclusive, however, of any gains from Dispositions, is
greater than $6,500,000, and no Default or Event of Default then exists.




     VI. AFFIRMATIVE COVENANTS. Each Borrower hereby covenants and agrees to and with each
of Lenders that, so long as any Lender has any obligation to extend credit to Borrowers, or any of
them hereunder, and for so long thereafter as there remains outstanding any of the Obligations,
whether now existing or hereafter arising, each Borrower shall, and shall cause each of its
Subsidiaries to:



     Section 6.01.
Preservation of Assets; Compliance with Laws, Etc.



     (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and
effect its corporate, partnership, or limited liability company existence and all material rights,
licenses, permits and franchises (including all Licenses) and comply in every material respect
with all laws and regulations applicable to it (including without limitation the Act, the FCC
Rules, and all other rules, regulations, administrative orders and policies of any Governmental
Authority, including, without limitation, any other Specified Authority), all material agreements
to which it is a party and all agreements with its Equity Holders;



     (b) At all times maintain, preserve and protect all material trade names and proprietary
rights;



     (c) Renew each real property Lease with respect to the operation of the Stations on a timely
basis in accordance with its renewal terms or replace such Lease without disruption of Borrowers’
broadcast operations or broadcast signal and provide Collateral Agent with all related Security
Documents with respect thereto, as required by the Collateral Agent; and



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     (d) Preserve all the remainder of its material property used or useful in the conduct of its
business and keep the same in good repair, working order and condition (reasonable wear and tear
and damage by fire or other casualty excepted), and from time to time, make or cause to be made all
repairs, renewals, replacements, betterments and improvements thereto, so that the business carried
on in connection therewith may be conducted at all times in the ordinary course ‘ in a manner
substantially consistent with past practices, but taking into account limitations on Capital
Expenditures set forth in Section 5.04 hereof.



     Section 6.02. Insurance.



     (a) Keep all of its insurable properties now or hereafter owned adequately insured at all
times against loss or damage by fire or other casualty to the extent customary with respect to
like properties of companies conducting similar businesses (with extended coverage endorsement
including hurricane, tornado and wind damage coverage); maintain public liability, broadcasters’
liability and workers’ compensation insurance insuring such Borrower to the extent customary with
respect to companies conducting similar businesses; maintain workers’ compensation insurance as
required by applicable state law, and maintain business interruption insurance in an amount not
less than three (3) months’ of net profits and Total Fixed Charges of Borrowers’ business, all by
financially sound and reputable insurers and furnish to Lenders satisfactory evidence of the same
(including certification by a Duly Authorized Officer of Borrowers of timely renewal of, and
timely payment of all insurance premiums payable under, all such policies, which certification
shall he included in the next succeeding Compliance Report delivered pursuant to Section 6.05(d));
notify each of Lenders of any material change in the insurance maintained on its properties after
the date hereof and furnish each of Lenders satisfactory evidence of any such change; maintain
insurance with respect to its tower, transmission and/or studio facilities and related, equipment
in an amount equal to the full replacement cost thereof, provide that each insurance policy
pertaining to any of its insurable properties shall:




     (i) name (A) Collateral Agent, on behalf of Lenders, as loss payee pursuant to a
so-called “standard mortgagee clause” or “Lender’s loss payable endorsement”, with respect
to property coverage, and (B) each Agent and each Lender, as additional insured, with
respect to general liability coverage;




     (ii) provide that no action of any Borrower shall void any such policy as to Agents
or Lenders, and




     (iii) provide that the insurer(s) shall notify Collateral Agent of any proposed
cancellation of such policy at least thirty (30) days in advance thereof (unless such
proposed cancellation arises by reason of non-payment of insurance premiums in which case
such notice shall be given at least ten (10) days in advance thereof) and that Agents and
Lenders will have the opportunity to correct any deficiencies justifying such proposed
cancellation.



     (b) In the event of a Casualty Event affecting any asset or property of a Borrower (whether
or not such property constitutes Collateral) (the “Damaged Property”) and provided that
no Default shall have occurred and be continuing, Collateral Agent and Lenders will deliver



- 66 -









 




to Borrowers (for the benefit of such Borrowers) any Insurance Proceeds therefrom, if Borrowers so
elect following notice thereof provided by Collateral Agent within ten (10) days of its receipt of
any Insurance Proceeds, provided, however that (i) Borrowers shall use such
proceeds for the restoration or replacement of the Damaged Property within the applicable
Restoration Period, (ii) Borrowers shall have demonstrated to the reasonable satisfaction of
Collateral Agent that the Damaged Property will be restored to substantially its previous condition
or will be replaced by substantially identical property or assets and (iii) if Collateral Agent, on
behalf of Lenders, had a security interest in and lien upon the Damaged Property, Lenders shall
have received, at the request of the Required Lenders, a favorable opinion from Borrowers’ counsel,
in form and substance satisfactory to the Required Lenders, as to the perfection of Collateral
Agent’s security interest in and lien upon such restored or replaced property or asset and such
evidence satisfactory to the Required Lenders as to the priority of such security interest and
liens. If Borrowers fail to elect the disbursement of such Insurance Proceeds as provided in the
foregoing sentence within thirty (30) days following receipt of Collateral Agent’s notice,
Borrowers shall be deemed to have elected that such Insurance Proceeds be applied to the prepayment
of the Revolving Credit Loans and that the Revolving Credit Commitments be permanently reduced by
such amount; and in the event the Revolving Credit Commitments are permanently reduced to zero, the
remaining proceeds shall be applied to the prepayment of the Term Loans.




     (c) If a Borrower receives any disbursements of Insurance Proceeds as contemplated by Section
6.02(b), but fails to restore or replace the Damaged Property within the applicable Restoration
Period, as required under Section 6.02(b), then Borrowers shall return all such disbursements to
Collateral Agent for application, together with the balance of any related Insurance Proceeds not
so disbursed, to the prepayment of the Revolving Credit Loans and the Revolving Credit Commitments
shall be permanently reduced by such amount; and in the event the Revolving Credit Commitments are
permanently reduced to zero, the remaining proceeds shall be applied to the prepayment of the Term
Loans.



     (d) Collateral Agent, if directed by the Required Lenders upon the occurrence and during the
existence of any Event of Default, may elect to apply any Insurance Proceeds received by
Collateral Agent pursuant to this Section 6.02 to the replacement, restoration and/or repair of
the Damaged Property, in lieu of effecting the prepayment of the Revolving Credit Loans and
reduction of the Revolving Credit Commitments; and in the event the Revolving Credit Commitments
are permanently reduced to zero, the remaining proceeds shall be applied to the prepayment of the
Term Loans.



     (e) If Borrowers or Collateral Agent, at the direction of the Required Lenders, elect to
replace, restore and/or repair the Damaged Property as provided in
Section 6.02(b) or (d), the
related Insurance Proceeds (and any earnings thereon) shall be held by Collateral Agent and shall
be applied to the replacement, restoration and repair of the Damaged Property and advanced by
Collateral Agent in periodic installments upon compliance by Borrowers with such reasonable
conditions to disbursement as may be imposed by the Required Lenders, including, but not limited
to, reasonable retention amounts and receipt of lien releases and, if determined by Collateral
Agent, disbursement of such Insurance Proceeds jointly to Borrowers and any contractors,
subcontractors and materialmen to whom payment is owed in connection with such repair, replacement
and/or restoration.



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     (f) Following the occurrence and the continuance of an Event of Default under either paragraph
(b) or (c) of Article VIII, Collateral Agent shall have no obligation to release any Insurance
Proceeds to Borrowers as provided above and all such proceeds shall be applied in accordance with
Section 2.05(c), and the Revolving Credit Commitments shall be permanently reduced by the amount of
such proceeds to the extent applied to the payment of the Revolving Credit Loans.



     (g) With respect to any Casualty Event resulting in Insurance Proceeds aggregating $100,000 or
more, Collateral Agent shall be entitled at its option to participate in any compromise, adjustment
of settlement in connection with any claims for damage or destruction under any policy or policies
of insurance, and Borrowers shall, within five (5) Business Days after request therefor, reimburse
Collateral Agent for all reasonable out-of-pocket expenses (including reasonable attorneys’ fees
and disbursements) incurred by Collateral Agent in connection with such participation. Neither
Borrower shall make any compromise, adjustment or settlement in connection with any such claim
without the approval of the Required Lenders, which approval shall not be unreasonably withheld or
delayed.



     (h) To the extent, if any, that any improved real property (whether owned or leased) of the
Borrowers that is mortgaged as required under Section 2.16(a) is situated in a flood zone
designated as type “A”, “B” or “V” by the U.S. Department of Housing and Urban Development, obtain
and maintain flood insurance in coverage and amount satisfactory to Collateral Agent.



     Section 6.03.
Taxes, Etc. Pay and discharge or cause to be paid and
discharged all taxes, assessments and governmental charges or levies imposed upon it or upon its
income and profits or upon any of its property, real, personal or mixed, or upon any part thereof,
before the same shall become in default, as well as all lawful claims for labor, materials and
supplies or otherwise, which, if unpaid, might become a lien or charge upon such properties or any
part thereof; provided that no Borrower shall be required to pay and discharge or cause to be paid
and discharged any such tax, assessment, charge, levy or claim so long as the validity thereof
shall be contested in good faith by appropriate proceedings and it shall have set aside on its
books adequate reserves with respect to any such tax, assessment, charge, levy or claim so
contested; and provided, further that, in any event, payment of any such tax, assessment, charge,
levy or claim shall be made before any of its property shall be seized or sold in satisfaction
thereof.



     Section 6.04.
Notice of Proceedings, Defaults, Adverse Change, Etc. Promptly
(and in any event within ten (10) Business Days after the discovery by a Borrower thereof) give
written notice to each of Lenders of (a) any proceedings instituted or threatened against it in
writing by or in any federal, state or local court or before any commission or other regulatory
body, whether federal, state or local (including, without limitation, any Specified Authority),
which, if adversely determined, could have a Material Adverse Effect; (b) any notices of default
received by each Borrower (together with copies thereof, if requested by any Lender) with respect
to (i) any alleged default under or violation of any of its material licenses, permits or
franchises, including any License, or any material agreement to which it is a party, or (ii) any
alleged default with respect to, or redemption or acceleration or other action under any
agreement or instrument relating to any material Indebtedness of each Borrower or any mortgage,
indenture or other similar agreement; (c) (i) any notice of any material violation or
administrative or judicial complaint or order filed or to be filed against each Borrower and/or
any



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real property owned or leased by it alleging any material violation of any Environmental Law or
requiring it to take any action in connection with the release and/or clean-up of any Hazardous
Materials, or (ii) any notice from any governmental body or other Person alleging that each
Borrower is or may be liable for costs associated with a release or clean-up of any Hazardous
Materials or any damages resulting from such release; (d) any change in the condition, financial
or otherwise, of any Borrower which could have a Material Adverse Effect; and (e) the occurrence
of any Default.




     Section 6.05. Financial Statements and Reports. Furnish to each of
Administrative Agent and Collateral Agent (with multiple copies for each of Lenders, which
Collateral Agent shall promptly provide to the respective Lenders):



     (a) Within one hundred twenty (120) days after the end of each Fiscal Year, or, if
earlier, within ten (10) Business Days after the filing of such statements and reports with
the
Securities and Exchange Commission or any state agency in accordance with applicable federal
and state securities laws, the consolidated and consolidating balance sheets and statements
of
income of the Borrowers and statements of retained earnings and cash flows of the Borrowers,
together with supporting schedules in form and substance reasonably satisfactory to each
Agent
(and accompanied by an unaudited breakdown of revenues, expenses and EBITDA for each
Borrower), audited by (except in the case of such consolidating statements), and delivered
with
the opinion of, independent certified public accountants selected by Borrowers and reasonably
acceptable to each Agent (the “Accountants”), which opinion (A) shall not be
qualified as to
going concern or scope of audit, (B) shall be to the effect that such financial statements
present
fairly in all material respects the consolidated financial condition and results of operation
of the
Borrowers, as the case may be, as of the dates and for the periods indicated, in accordance
with GAAP applied on a basis consistent with that of the preceding year, and shall otherwise
be in form reasonably satisfactory to each Agent, and (C) shall be accompanied by a report by
the Accountants to the effect that the Accountants have examined the provisions of this
Agreement and that, to the best of their knowledge, no Event of Default has occurred under
Article V (or, if such an event has occurred, a statement explaining its nature and extent);
provided, however, that in issuing such statement, the Accountants shall not
be required to exceed the scope of normal auditing procedures conducted in connection with
their opinion referred to above. If requested by either Agent, Borrowers shall deliver to such
Agent a separate set of the foregoing statements and reports with respect to each Borrower;



     (b) Within forty-five (45) days after the end of each Fiscal Quarter in each Fiscal
Year (including, without limitation, the Fiscal Quarter ending December 31), or, if earlier,
within
ten (10) Business Days after the filing of such statements and reports with the Securities
and
Exchange Commission or any state agency in accordance with applicable federal and state
securities laws, the consolidated balance sheets and statements of income of the Borrowers,
together with supporting schedules, setting forth in each case in comparative form the
corresponding figures from the preceding fiscal period of the same duration, prepared by
Borrowers in accordance with GAAP (except for the absence of notes) and certified by the
chief
financial officer of Borrowers, such balance sheets to be as of the close of such quarter,
and such
statements of income to be for the quarter then ended and the period from the beginning of
the
then current Fiscal Year to the end of such quarter (in each case subject to normal audit
and
yearend adjustments) and to include, in the case of the Borrowers’ financial statements, (i)
a



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comparison of actual results to results for the comparable period of the preceding Fiscal Year
(if available) and projected results set forth in the Budget for such period, and (ii) a
breakdown of revenues, expenses and EBITDA for each Borrower. If requested by either Agent,
Borrowers shall deliver to such Agent a separate set of the foregoing statements and reports with
respect to each Borrower;




     (c) Within thirty (30) days after the end of each calendar month in each Fiscal Year
(including, without limitation, the calendar month ending December 31), the consolidated balance
sheets and statements of income of the Borrowers, together with supporting schedules, setting
forth in each case in comparative form the corresponding figures from the preceding fiscal period
of the same duration, prepared by Borrowers in accordance with GAAP (except for the absence of
notes) and certified by the chief financial officer of Borrowers, such balance sheets to be as of
the close of such month, and such statements of income to be for the month then ended and the
period from the beginning of the then current Fiscal Year to the end of such month (in each case
subject to normal audit and yearend adjustments) and to include, in the case of the Borrowers’
financial statements, (i) a comparison of actual results to results for the comparable period of
the preceding Fiscal Year (if available) and projected results set forth in the Budget for such
period, and (ii) a breakdown of revenues, expenses and EBITDA for each Borrower. If requested by
either Agent, Borrowers shall deliver to such Agent a separate set of the foregoing statements
and reports with respect to each Borrower;



     (d) Concurrently with the delivery of any annual financial statements required by Section
6.05(a) and any quarterly financial statements required by Section 6.05(b), a certified report
(hereafter, a “Compliance Report”) in the form of Schedule 6.05 attached hereto
(or otherwise in a form otherwise reasonably satisfactory to each Agent), with appropriate
calculations, signed by a Duly Authorized Officer, (i) setting forth the calculations
contemplated in Article V of this Agreement, and (ii) certifying as to the fact that such Person
has examined the provisions of this Agreement and that no Default has occurred and is continuing
(or if a Default exists, a statement explaining its nature and extent);



     (e) (i) On or before December 31 of each year, an updated monthly budget approved by
Borrowers, including planned Capital Expenditures and projected borrowings for the following Fiscal
Year, with updated Projections showing financial covenant compliance (collectively, the
“Budget”), for the operation of the Borrowers’ businesses during the following Fiscal Year, setting
forth in detail reasonably satisfactory to each Agent the projected
results of operations of each Borrower and stating underlying assumptions, and (ii) within five (5) days after the effective date
thereof, notice of any material changes or modifications in the Budget (which shall not include
changes resulting from non-material adjustments to the timing of any proposed borrowings);



     (f) Within ten (10) Business Days after the receipt or filing thereof by a Borrower, as
applicable, copies of any periodic or special reports filed by a Borrower with any Specified
Authority and copies of material notices and other material communications from any Specified
Authority which specifically relate to a Borrower, any Station or any License, but in each case
only if such report or communication indicate any material adverse change in such Borrower’s
standing before any Specified Authority, any change in respect of any License which could have a
Material Adverse Effect, or if copies thereof are requested by any Lender;



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     (g) Promptly, and in any event within fifteen (15) calendar days after a Borrower or any
member of the Controlled Group (i) is notified by the Internal Revenue Service of its liability for
the tax imposed by Section 4971 of the Code, for failure to make required contributions to a
pension, or Section 4975 of the Code, for engaging in a prohibited transaction, (ii) notifies the
PBGC of the termination of a defined benefit pension plan, if there are not or may not be
sufficient assets to convert the plan’s benefit liabilities as required by Section 4041 of ERISA,
(iii) is notified by the PBGC of the institution of pension plan termination proceedings under
Section 4042 of ERISA or that it has a material liability under Section 4063 of ERISA, or (iv)
withdraws from a multiemployer pension plan and is notified that it has withdrawal liability under
Section 4202 of ERISA which is material, copies of the notice or other communication given or sent;



     (h) Promptly upon receipt or issuance thereof, and in any event within fifteen (15) calendar
days after such receipt, copies of all audit reports submitted to a Borrower by its accountants in
connection with each yearly, interim or special audit of the books of any Borrower or a Subsidiary
of any Borrower made by such accountants, including any material related correspondence between
such accountants and Borrower’s management;



     (i) Promptly upon circulation thereof, and in any event within five (5) Business Days after
such circulation, copies of any material written reports issued by a Borrower to any of its
members or material creditors relating to the Loans, the Loan Documents or any material change in
each Borrower’s financial condition; and



     (j) As soon as reasonably possible after request therefor, such other information regarding
its operations, assets, business, affairs and financial condition or regarding a Borrower or their
Equity Holders or other Affiliates as any Lender may reasonably request, including without
limitation copies of any and all material agreements to which a Borrower is a party from time to
time.



     Section 6.06. Inspection. Permit employees, Agents and representatives of
each Agent or Lenders to inspect, during normal business hours, its premises and its books and
records and to make abstracts or reproductions thereof. In the absence of a Default, such
inspections shall be limited to four (4) times per year. In connection with any such inspections,
Lenders and each Agent will use reasonable efforts to avoid an unreasonable disruption of
Borrowers’ businesses and, to the extent possible and appropriate, and absent the existence of a
Default, will give reasonable prior notice thereof.



     Section 6.07. Accounting System. Maintain a system of accounting in
accordance with GAAP and maintain a Fiscal Year ending December 31 for each of the Borrowers.



     Section 6.08. Additional Assurances. From time to time hereafter:




     (a) without limiting the generality of Section 2.16(a), execute and deliver or
cause to be executed and delivered, such additional instruments, certificates and
documents, and take all such actions, as Agents shall reasonably request for the purpose
of implementing or effectuating the provisions of this Agreement and the other Loan
Documents, including without limitation (i) the items set forth in Schedule 2.16(a) which



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require action after the date hereof, as stated in such Schedule, and (ii) only if
reasonably requested by an Agent, the execution and delivery to Collateral Agent of a
mortgage or deed of trust or collateral assignment of lease or leasehold mortgage in form
and substance reasonably satisfactory to Collateral Agent (in a recordable form and in such
number of copies as Collateral Agent shall have reasonably requested) covering any real
properties acquired by the Borrowers, together with any necessary consents relating
thereto;




     (b) without limiting the generality of Section 2.16, at the request and direction of
Collateral Agent, cooperate with Collateral Agent from time to time in preparing, executing
and/or filing and recording such (i) timely continuation statements under the Uniform
Commercial Code with respect to financing statements filed under Section 2.16(a), (ii) new
financing statements and (iii) conforming amendments to the Security Documents as shall be
necessary from time to time to reflect the passage of time and other changed circumstances
and to assure continued compliance with the Loan Documents and with Section 2.16; and




     (c) upon the exercise by either Agent or any Lender of any power, right, privilege or
remedy pursuant to this Agreement or any other Loan Document which requires any consent,
approval, registration, qualification or authorization of any Governmental Authority,
including, without limitation, any Specified Authority, execute and deliver all
applications, certifications, instruments and other documents and papers that such Agent
or any Lender may be so required to obtain.


Nothing contained in this Section 6.08 shall constitute a waiver of any Event of Default arising
from each Borrower’s failure to locate, deliver and/or file or record any Security Document, any
consent of any Governmental Authority or other Person or any other document required under Section
2.16, Article III or otherwise under this Agreement.




     Section 6.09. Renewal of Licenses. Renew the Licenses in a timely manner and
in accordance with all applicable provisions thereof.



     Section 6.10.
Compliance with Environmental Laws.



     (a) Comply in all material respects with all Environmental Laws and not generate, store,
handle, process, dispose of or otherwise use and not permit any tenant or other occupant of any of
the Properties to generate, store, handle, process, dispose of or otherwise use Hazardous Materials
in, on, under or about the Property in a manner that could lead or potentially lead to imposition
on each Borrower or an Agent or any Lender or any of the Properties of any liability or lien of any
nature whatsoever under any Environmental Law.



     (b) Notify each Agent promptly in the event of any spill or other release of any Hazardous
Material in, on, under or about any of the Properties which is required to be reported to a
Governmental Authority under any Environmental Law, promptly forward to each Agent copies of any
notices received by each Borrower relating to any actual or alleged violation of any Environmental
Law and promptly pay when due any fine or assessment against Lenders, each Borrower or any of the
Properties relating to any Environmental Law.



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     (c) If at any time it is determined that the operation or use of any of the Properties
violates any applicable Environmental Law or that there is any Hazardous Material located in, on,
under or about the Properties which under any Environmental Law requires special handling in
collection, treatment, storage or disposal or any other form of cleanup or remedial or corrective
action, then, within thirty (30) days after the receipt of notice thereof from a Governmental
Authority (or such other time period as may be specified in the notice sent by such Governmental
Authority) or from Lenders, take, at its sole cost and expense, such actions as may be necessary to
fully comply in all material respects with all Environmental Laws, provided, however, that if such
compliance cannot reasonably be completed within such thirty (30) day period, the applicable
Borrower shall commence such necessary action within such thirty (30) day period and shall
thereafter diligently and expeditiously proceed to fully comply in all material respects and in a
timely fashion with all Environmental Laws. Nothing herein shall prohibit Borrowers from asserting
any good faith defenses against the applicable Governmental Authority in any governmental demands.



     (d) If a lien is filed against any of the Properties by any Governmental Authority resulting
from the need to expend or the actual expending of monies arising from an action or omission,
whether intentional or unintentional, of each Borrower or for which each Borrower is responsible,
resulting in the releasing, spilling, leaking, leaching, pumping, emitting, pouring, emptying or
dumping of any Hazardous Material, then, within thirty (30) days from the date that such Borrower
is first given notice such lien has been placed against the Properties, either (i) pay the claim
and remove the lien or (ii) furnish a cash deposit, bond or such other security with respect
thereto as is satisfactory in all respects to the Required Lenders and is sufficient to effect a
complete discharge of such lien on the Properties.



     (e) At Borrowers’ expense, if reasonably requested by an Agent in connection with any
Property acquired or leased by each Borrower after the date hereof (whether pursuant to a
Permitted Acquisition or otherwise), (i) conduct and deliver to Agents and Lenders, an
Environmental Site Assessment prepared by ail environmental consulting firm of national reputation
reasonably satisfactory to Agents, together with a letter from such firm to Agents authorizing
Agents and Lenders to rely thereon, or (ii) prepare and deliver to Agents and Lenders true and
accurate responses to each Agent’s Environmental Questionnaire as to such Property.



     (f) Conduct any further diligence recommended under any Environmental Site Assessment and
perform any and all Remedial Work necessary under all Environmental Laws whether as recommended
under any Environmental Site Assessment or otherwise.



     VII. NEGATIVE COVENANTS. Each Borrower covenants and agrees that, so long as any
Lender has any obligation to extend credit to Borrowers, or any of them, hereunder, and for so
long thereafter as there remains outstanding any of the Obligations, whether now existing or
arising hereafter, unless the Required Lenders shall otherwise consent in writing in accordance
with the terms of Article XI, each Borrower will not, and will not permit any of its Subsidiaries
to, directly or indirectly:



     Section 7.01. Indebtedness. Incur, create, assume, become or be liable,
directly, indirectly or contingently, in any manner with respect to, or permit to exist, any
Indebtedness or liability, except:



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     (a) Indebtedness of Borrowers to Lenders hereunder and under the Notes, together with
Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit;




     (b) Indebtedness among Borrowers and their Subsidiaries permitted by the Affiliate
Subordination Agreement;




     (c) the Guarantees of Affiliates, if any, required by Section 2.16;




     (d) Indebtedness in respect of endorsements of negotiable instruments for collection
in the ordinary course of business;




     (e) Indebtedness existing on the date hereof and described in Schedule 7.01
hereto; provided, however, that the terms of such Indebtedness shall
not be modified or amended in an adverse respect nor shall payment thereof be modified
without the prior written consent of the Required Lenders;




     (f) (i) Indebtedness under Capital Leases; (ii) Indebtedness consisting of purchase
money indebtedness incurred in the purchase of real estate, equipment and Licenses to be
used in the Borrowers’ businesses; and (iii) Indebtedness arising under surety, indemnity,
performance or other similar bonds posted for a Borrower relating to the construction and/or
build-out of any Station and issued in the ordinary course of business, and any other
performance or similar bonds posted for a Borrower and issued in the ordinary course of
business; provided, however, that (A) all Indebtedness incurred by Borrowers
permitted by this subsection (f) shall not exceed $12,000,000 in the aggregate outstanding
at any time, (B) not more than $2,000,000 of Indebtedness permitted by this subsection (f)
shall be owed to a single lender or its Affiliates, and (C) all Indebtedness incurred under
clauses (i) and (ii) of this subsection (f) shall not exceed the acquisition price of the
assets acquired pursuant thereto; and




     (g) Judgments against the Borrowers, not to exceed $250,000 in the aggregate at any
time, and discharged, satisfied or bonded in full within sixty (60) days.



     Section 7.02. Liens. Create, incur, assume, suffer or permit to exist any
Lien of any nature whatsoever on any of its assets, ownership interests or Equity Securities, now
or hereafter owned, other than the following (collectively, the
“Permitted Liens”):




     (a) Liens securing the payment of taxes, assessments or government charges or levies
either not yet due or the validity of which is being contested in good faith by appropriate
proceedings, and as to which it shall have set aside on its books adequate reserves;




     (b) deposits under workers’ compensation, unemployment’ insurance and social security
laws, or to secure the performance of bids, tenders, contracts (other than for the
repayment of borrowed money) or leases, or to secure statutory obligations or surety or
appeal bonds, or to secure indemnity, performance or other similar bonds, all arising in
the ordinary course of business;



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     (c) Liens existing on the date hereof and described on Schedule 7.02 attached
hereto;




     (d) Liens against the Borrowers imposed by law, such as vendors’, carriers’, lessors’,
warehouser’s or mechanics’ liens, incurred in good faith in the ordinary course of business;




     (e) Liens arising out of a prejudgment attachment or a judgment or award against each
Borrower with respect to which it shall currently be prosecuting an appeal, a stay of
execution pending such appeal having been secured, except any such Lien arising in
connection with a judgment, attachment or proceeding which gives rise to an Event of
Default under paragraph (k) or (1) of Article VIII;




     (f) Liens in favor of Collateral Agent and Lenders securing the Obligations pursuant
to the Security Documents;




     (g) Liens against Borrowers arising under or securing Capital Leases and purchase
money Liens securing Indebtedness described in and permitted by Section 7.01(f),
provided, however, that (i) such Liens on assets of Borrowers shall be no
greater than $5,000,000 for each individual asset and no greater than $10,000,000 in the
aggregate, and (ii) such Liens shall be confined to the assets which are acquired by
Borrowers pursuant to such Capital Leases or assets acquired in such permitted purchase
money financing; and




     (h) zoning ordinances, restrictions, easements and minor irregularities in title
which do not and will not interfere with the occupation, use and enjoyment by either
Borrower of the properties and assets subject thereto in the normal course of its business
as presently conducted or materially impair the value of such properties and assets for
the purpose of such business.



     Section 7.03. Disposition of Assets; Etc. Sell, lease, transfer or otherwise
dispose of its properties, assets, rights, licenses and franchises to any Person (including
without limitation dispositions in exchange for similar assets and properties and commonly
referred to as “asset swaps”), except for (a) Dispositions made in the ordinary course of business
of property with an aggregate fair market value not to exceed $1,000,000 in any single transaction
or $5,000,000 in the aggregate over the term of this Agreement (including the disposition, without
replacement, of equipment and real estate which is obsolete or no longer needed by the Borrowers
in the conduct of their businesses), (b) Dispositions consisting of the replacement of equipment
with other equipment of at least equal utility and value (provided that the Lien upon such newly
acquired equipment securing the Obligations shall have the same priority as the Lien upon the
replaced equipment), and (c) Dispositions constituting Pre-Approved Station Sales (all
Dispositions described in this sentence, collectively, the “Permitted Dispositions”).
Notwithstanding the foregoing, Montana Broadcasting may sell its assets to MMB6, LLC, pursuant to
Asset Purchase Agreement with Max Media and pursuant to FCC application to be filed by the buyer
not later than August 11, 2004, at any time prior to August 1, 2006; provided,
however, that if such sale does not occur by such date or if Montana Broadcasting cancels
such sale, Montana Broadcasting shall execute a Joinder Agreement and become a Borrower hereunder;
and



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provided
further, that Montana Broadcasting may thereafter sell such assets as a
Permitted Disposition for a sale price not less than the sale price under said asset purchase
agreement.




     Section 7.04.
Fundamental Changes; Acquisitions.



     (a) Fundamental Changes.




     (i) Form any Subsidiary or permit any Inactive Subsidiary to acquire or hold any
assets or own or operate any business (unless such Subsidiary or Inactive Subsidiary, as
applicable, becomes an additional Borrower hereunder by means of its execution and
delivery to Administrative Agent of a Joinder Agreement) or otherwise change the
corporate structure, organization or capitalization of a Borrower from that set forth in
Schedule 4.19 (other than the formation of a Subsidiary in connection with a
Permitted Acquisition pursuant to Section 7.04(b) which becomes an additional Borrower
hereunder by means of its execution and delivery to Administrative Agent of a Joinder
Agreement);




     (ii) Permit or suffer any amendment of its Organizational Documents which could
have a Material Adverse Effect (it being expressly agreed that the inclusion in any such
organizational documents of any provision similar to those set forth in Section 102(b)(2) of
Title 8 of the Delaware Code is prohibited under this Section);




     (iii) Dissolve or liquidate (except that Borrowers may dissolve or liquidate Inactive
Subsidiaries); or consolidate with or merge with, or otherwise acquire any television or
radio broadcast properties, stations or properties of, or all or any substantial portion of
the ownership interests, Equity Securities or assets or properties of, any corporation,
partnership, limited liability company or other entity or acquire any other material assets
(collectively, an “Acquisition”), other than Permitted Acquisitions and Capital
Expenditures permitted hereunder;




     (iv) Issue, repurchase or redeem any ownership interests or Equity Securities except
for Equity Securities (A) in respect of which such Borrower has no obligation to redeem
or to pay cash distributions or dividends, (B) the issuance, repurchase or redemption of
which does not result in an Event of Default and (C) which shall have been collaterally
assigned or pledged and delivered to Lenders as required hereunder; or




     (v) Enter into any agreement to effect any of the foregoing prohibited transactions,
other than subject to the consent of the Required Lenders.



     (b) Conditions to Acquisitions. Not consummate an Acquisition unless the
following conditions shall have been satisfied in full:




     (i) If the Acquisition involves the purchase of stock or other Equity Securities,
the same shall be effected in such a manner so as to assure that the acquired entity
becomes a Subsidiary which is wholly owned by the acquiring Borrower and, unless such
Acquisition is described on Schedule 2.17, immediately following the acquisition
thereof, either (A) is merged into such acquiring Borrower, or (B) becomes a



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Borrower hereunder by means of executing and delivering to Agents a Joinder Agreement.




     (ii) Borrowers shall have delivered to Administrative Agent and Collateral Agent for the
benefit of Lenders the following:




     (A) no later than forty-five (45) days (or such shorter period as may be reasonably
practicable, if approved by Required Lenders) prior to the consummation of such
Acquisition, copies of the forms of any additional agreements or instruments to be
executed at the closing under the applicable Acquisition Agreement (to the extent
available), and all applicable financial information, including new Projections, through
the Maturity Date, updated to reflect such Acquisition and any related transactions,




     (B) promptly following a request therefor, copies of such other information or
documents relating to such Acquisition as Administrative Agent or Collateral Agent shall
have reasonably requested,




     (C) at least forty-five (45) days prior to the closing of such Acquisition, an
opening balance sheet showing Borrowers’ pro forma financial condition after the
consummation of such Acquisition and the making of the Loans to be made on the date
thereof, as if they occurred on the most recently ended month for which financial
information is available, and




     (D) promptly following the consummation of such Acquisition, certified copies of the
agreements, instruments and documents referred to above to the extent the same has been
executed and delivered at the closing under such Acquisition Agreement.




     (iii) Administrative Agent, Collateral Agent and their respective counsel shall have had
sufficient time prior to the completion of such Acquisition to complete their due diligence review
with respect to such Acquisition, including a review of all Acquisition Documents and material
agreements, and shall be reasonably satisfied with the results of such review. Any such Acquisition
(other than Acquisitions described in Schedule 2.17) shall have been approved in writing by
Required Lenders, in their sole discretion acting in good faith.




     (iv) In connection with such Acquisition, Borrowers shall deliver to Administrative Agent and
Collateral Agent a complete and correct copy of the applicable Acquisition Agreement (including
all schedules, exhibits, amendments, supplements, modifications, assignments and all other
documents delivered pursuant thereto or in connection therewith). No party thereto shall be in
default in the performance or compliance with any provisions thereof. The Acquisition Agreement
shall comply with all applicable laws, and, upon consummation of the transactions contemplated by
the Acquisition Agreement, shall not have been terminated, rescinded or withdrawn. All requisite
approvals by Governmental Authorities having jurisdiction over the seller, Borrowers and other
Persons referenced therein with respect to the transactions



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contemplated by the Acquisition Agreement, shall have been obtained, and no such approvals shall
impose any conditions to the consummation of the transactions contemplated by the Acquisition
Agreement or to the conduct by any Borrower of its business thereafter. To the best of Borrowers’
knowledge, none of the seller’s representations or warranties in the Acquisition Agreement, upon
consummation of the transactions contemplated by the Acquisition Agreement, shall contain any
untrue statement of a material fact or omit any fact necessary to make the statements therein not
misleading. Each of the representations and warranties given by any Borrower in the Acquisition
Agreement, upon consummation of the transactions contemplated by the acquisition, shall be true
and correct in all material respects.




     (v) All consideration paid for each Acquisition shall be payable in full on the date of such
Acquisition, whether by cash, by issuance of Equity Securities or by capital contribution of
Equity Holders, to the extent such issuances and capital contributions, are permitted hereunder,
except for customary earn-outs, postclosing adjustments, escrows, holdbacks, indemnities and
similar arrangements, provided that, unless such Acquisition is described on Schedule
2.17, each of the escrow and other agreements evidencing any such arrangement shall expressly
provide for the acknowledgment, confirmation and approval by each of the parties thereto
(including, without limitation, any escrow agent or similar party) of Collateral Agent’s first
priority perfected collateral assignment of, and security interest in, such agreement, any
Borrower’s rights therein and in the proceeds of such Liens and the enforcement thereof, in each
case in a manner reasonably satisfactory to Administrative Agent and Collateral Agent.




     (vi) No Borrower shall, in connection with any such Acquisition, assume or become liable with
respect to any Indebtedness (including any material tax or ERISA liability) of the related seller,
except to the extent permitted under Section 7.01 and any other such liabilities or obligations
not permitted to be assumed or otherwise supported by any of the Borrowers hereunder shall be paid
in full or released as to the assets being so acquired on or before the consummation of such
Acquisition.




     (vii) All assets and properties acquired in connection with any such Acquisition shall be
free and clear of any liens, charges and other encumbrances, other than Permitted Liens.




     (viii) Borrowers shall have complied with all of the provisions in Sections 2.12 and 3.03 to
the extent applicable, including the execution and delivery of such additional agreements,
instruments, certificates, documents, consents, Environmental Site Assessments, Environmental
Questionnaires, opinions and other papers as Administrative Agent and Collateral Agent may
reasonably require.




     (ix) Without limiting the generality of the foregoing, after giving effect to such
Acquisition, Borrowers shall be in compliance with the provisions of
Article V, (i) calculated on a
pro forma basis as of the end of the fiscal quarter most recently ended prior to the date of such
Acquisition for which financial statements are required to be provided (and have been so delivered)
under Section 6.05 and (ii) under Borrowers’ updated Projections referred to above. Borrowers
shall provide to Administrative Agent



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and Collateral Agent a certificate signed on behalf of Borrowers by their chief financial
officer demonstrating such compliance in reasonable detail and to the effect set forth in
paragraph (ii) above.




     (x) No Default shall exist as of the date of such Acquisition or after giving
effect thereto.




     (xi) The Required Lenders shall have consented to and approved such proposed
Acquisition.



     Section 7.05. Sale and Leaseback. Enter into any arrangements, directly or
indirectly, with any Person whereby it shall sell or transfer any property, real, personal or
mixed, used or useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property.



     Section 7.06. Investments. (a) Except for Permitted Investments and Permitted
Acquisitions, purchase, invest in or otherwise acquire or hold Equity Securities, including without
limitation capital stock, partnership interests, membership interests and other equity interests
and evidences of indebtedness of, or make loans or advances to, or enter into any arrangement for
the purpose of providing funds or credit to, any other Person; nor (b) permit any Subsidiary
engaged in a broadcasting operation to make an investment in or loan to any Person that is not
engaged in a broadcasting operation and EBC agrees not to make any investment in or loan to any
Person that is not engaged in a broadcasting operation with any funds derived from EBC’s
broadcasting operations or the broadcasting operations of any of its Subsidiaries.



     Section 7.07. Change in Business. Engage, directly or indirectly, in any
business other than the businesses in which it is currently engaged, being the ownership and
operation of television broadcast and radio broadcast properties and the Stations and other
activities reasonably related thereto; provided, however, that EBC may engage in
the activities described in the Projections attached hereto as Schedule 4.17.



     Section 7.08. Accounts Receivable. Sell, assign, discount or dispose in any
way of any
accounts receivable, promissory notes or trade acceptances held by a Borrower, with or without
recourse, except for collection (including endorsements) in the ordinary course of business.



     Section 7.09. Transactions with Affiliates. Except for the agreements set
forth on Schedule 7.09, enter into any transaction, including, without limitation, the
purchase, sale or exchange of property or assets or the rendering or accepting of any service,
with or to any Affiliate of a Borrower, except in the ordinary course of business and pursuant
to the reasonable requirements of its business and upon terms not less favorable to such
Borrower than it could obtain in a comparable arm’s-length transaction with an unrelated third
party.



     Section 7.10. Amendment of Certain Agreements, Etc.



     (a) Except as set forth in Schedule 7.10, amend, modify or terminate
the Organizational Documents of a Borrower, any material agreement to
which a Borrower is a party, including, without limitation, those agreements listed on Schedule 4.16, or enter
into any material agreement, if, in any such case, the effect thereof would be (i) to confer
additional rights



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upon the other parties thereto which could have a Material Adverse Effect, or (ii) to increase
materially the obligations of a Borrower thereunder; or




     (b) Amend or modify any License except for any amendments or modifications (1) required by
applicable law; (2) required in connection with the renewal of any License; or (3) which would not
materially and adversely change the rights, duties and obligations of a Borrower under such
License.



     Section 7.11. ERISA. (a) Fail to make contributions to pension plans required
by Section 412 of the Code, (b) fail to make payments required by Title IV of ERISA as the result
of the termination of a single employer pension plan or withdrawal or partial withdrawal from a
multiemployer pension plan, or (c) fail to correct a prohibited transaction with an employee
benefit plan with respect to which it is liable for the tax imposed by Section 4975 of the Code.



     Section 7.12. Margin Stock. Use or permit the use of any of the proceeds of
the Loans, directly or indirectly, for the purpose of purchasing or carrying, or for the purpose of
reducing or retiring any Indebtedness which was originally incurred to purchase or carry, any
Margin Stock or for any other purpose which might constitute the transactions contemplated hereby
to be a “purpose credit” within the meaning of Regulation U (12 CFR Part 221) of the Board of
Governors of the Federal Reserve System, or cause any Loan, the application of proceeds thereof or
this Agreement to violate Regulation U, Regulation T or Regulation X of the Board of Governors of
the Federal Reserve System or any other regulation of such Board or the Securities Exchange Act of
1934, as amended, or any rules or regulations promulgated under such statutes.



     Section 7.13.
Negative Pledges, Etc. Enter into any agreement (excluding
this
Agreement and the Loan Documents) prohibiting (a) a Borrower from amending or otherwise
modifying this Agreement or any other Transaction Document, or (b) the creation or assumption
of any Lien upon the properties, revenues or assets of, or the extension of any guaranty by,
a Borrower, whether now owned or hereafter acquired.



     Section 7.14.
LMAs, Etc. Except in connection with a Permitted Acquisition
and as approved by Required Lenders, enter into any LMA or other similar arrangement other than
existing LMAs specified on Schedule 7.14.



     VIII. DEFAULTS Upon the occurrence of any of the following events (each of which is
herein sometimes called an “Event of Default”):



     (a) any representation or warranty made by or on behalf of a Borrower, or any of its
Affiliates, in this Agreement or any other Loan Document, or in any report, certificate, financial
statement or other instrument furnished in connection with this Agreement or the borrowings
hereunder, shall prove to have been false or misleading in any material respect when made or
reconfirmed;



     (b) any default in the payment of the principal of the Loans, when the same shall become due
and payable, and continuance of such default for a period of five (5) Business Days;



     (c) any default in the payment of any interest on the Loans, or any premium, fee or other
Obligation of a Borrower or Borrowers to an Agent or any Lender under any Loan



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Document when the same shall become due and payable, and continuance of such default for a period
of five (5) Business Days;



     (d) (i) any default by any Person other than an Agent or any Lender in the due observance or
performance of, or compliance with, any covenant, condition or agreement contained in Sections
6.02, 6.03 (but only if the same involves any seizure of property), 6.04, 6.05, 6.06, 6.07, 6.09
or 6.10 of this Agreement and the continuation of such default for a period of ten (10) Business
Days following the date a Borrower receives notice of, or has actual knowledge of, the occurrence
thereof, or (ii) any default by any Person other than an Agent or any Lender in the due observance
or performance of, or compliance with, any covenant, condition or agreement contained in Articles
V, VI (other than as set forth in the preceding clause (i)) and VII of this Agreement, or in any
other Loan Document and, in the case of a default under any Loan Document, continuance of such
default unremedied for more than the applicable grace period, if any, specified therein;



     (e) any default by any Person other than an Agent or any Lender in the due observance or
performance of, or compliance with, any other covenant, condition or agreement to be observed or
performed pursuant to the terms of this Agreement, pursuant to the terms of any Loan Document
entered into with an Agent, or pursuant to the terms of any other agreement by and between a
Borrower or Borrowers on the one hand and any Lender on the other hand, which default is not
otherwise referred to in this Article VIII and shall continue unremedied for ten (10) Business Days
after the earlier to occur of (1) the discovery by a Borrower of such default or (2) written notice
thereof from an Agent to Borrowers; provided, however, that if such default cannot
be remedied, then such default shall be deemed to be an Event of Default as of the date of the
occurrence thereof;



     (f) any default with respect to any Indebtedness of any Borrower (other than the
Obligations), or default under any agreement giving rise to monetary remedies, in each case which,
when aggregated with all other such defaults of the Borrowers, exceeds $50,000, if the effect of
such default is to cause or to permit the holder of such Indebtedness to cause the acceleration of
the maturity of such Indebtedness, unless such holder shall have permanently waived the right to
accelerate the maturity of such Indebtedness on account of such default;



     (g) (i) any Borrower or any Subsidiary shall lose, fail to keep in force, suffer the
termination, suspension or revocation of, or terminate, forfeit or suffer an amendment to, any
material License at any time held by it; or (ii) any Governmental Authority shall schedule or
conduct a hearing on the renewal or revocation of any material License held by such Person and the
Required Lenders shall reasonably and in good faith conclude, after consultation with the Agents’
special communications counsel, that the result thereof is reasonably likely to be the
termination, revocation, suspension, or material adverse amendment of such License;



     (h) to the extent that the following could have a Material Adverse Effect, the on-the-air
broadcast operations of any Station shall be interrupted at any time for more than (x) seventy-two
(72) consecutive hours, or (y) in the event of force
majeure, five (5) days;



     (i) any Borrower or any Subsidiary shall discontinue its business or shall (i) apply for or
consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its



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property, (ii) be unable, or admit in writing its inability, to pay its debts as they mature,
(iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or
insolvent or be the subject of an order for relief under Title 11 of the United States Code or (v)
file a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an
arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against it in any proceeding under any such law or
corporate action shall be taken for the purpose of effecting any of the foregoing;




     (j) there shall be filed against a Borrower or a Subsidiary an involuntary petition seeking
reorganization of such Person or the appointment of a receiver, trustee, custodian or liquidator of
such Person or a substantial part of its assets, or an involuntary petition under any bankruptcy,
reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect, and such
involuntary petition shall be granted or shall not have been dismissed within sixty (60) days
thereof;



     (k) a final judgment for the payment of money which, when aggregated with all other
outstanding judgments against the Borrowers, exceeds $250,000 shall be rendered against a
Borrower, and the same shall remain undischarged (unless fully bonded upon terms satisfactory to
the Required Lenders) for a period of sixty (60) consecutive days, during which execution shall
not be effectively stayed;



     (1) the occurrence of any attachment of any deposits or other property of a Borrower in the
hands or possession of Administrative Agent, Collateral Agent or any of Lenders, or the occurrence
of any attachment of any other property of a Borrower in an amount which, when aggregated with all
other attachments against the Borrowers, exceeds $250,000 and which shall not be discharged within
sixty (60) days of the date of such attachment;



     (m) for any reason, the Equity Holders of a Borrower (other than the Equity Holders of EBC)
on the date hereof or their respective Affiliates shall together cease to own and control all of
the issued and outstanding Equity Securities of such Borrower;



     (n) for any reason, the current managers of any Station shall cease to perform their current
executive and managerial duties with the Stations and substitutes therefor reasonably acceptable
to the Required Lenders shall not have been engaged and commenced employment within 180 days
thereafter;



     (o) the occurrence of an event of default as defined in any Security Document;



     (p) for any reason any Security Document or other Loan Document shall not be in full force
and effect or shall not be enforceable in accordance with its terms, or any Lien(s) granted
pursuant thereto shall fail to be perfected (other than by any error, omission or act or failure
to act by any Lender, Administrative Agent or Collateral Agent), or any Person other than
Administrative Agent, Collateral Agent or Lenders shall contest the validity of the Lien(s)
granted under, or shall disaffirm its obligations under, any Security Document or other Loan
Document;



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     (q) for any reason less than one hundred percent (100%) of the issued and outstanding Equity
Securities of each Borrower (other than EBC) are pledged to Collateral Agent on behalf of Lenders
on terms acceptable to Collateral Agent;



     (r) a Borrower or any material part of its business or assets shall be the subject of any
seizure or forfeiture proceeding or action instituted or conducted by any agency, office or
department of state or federal government;



     (s) any Lease of real estate used or to be used by each Borrower as a studio, tower or
transmitter site (i) shall not be renewed by such Borrower or the landlord thereunder at least
ninety (90) days prior to its scheduled expiration or termination date, unless Agents consent
thereto after having received from such Borrower evidence and assurances acceptable to Agents that
(A) the Borrower has obtained a replacement location which is not less favorable to the Borrower
and its business operations pursuant to a signed written Lease acceptable to Agents, and (B) the
Borrower will be able to relocate to such replacement premises without materially adversely
affecting its continued business operations or station signal, or (ii) shall be in default as a
result of the Borrower’s failure to observe or abide by all terms, conditions and covenants
contained therein (unless cured within the applicable grace period), or (iii) shall be the subject
of a default notice or eviction notice initiated or sent by the landlord thereof to the Borrower,
Collateral Agent or Administrative Agent; or



     (t) any Borrower shall terminate or suffer termination of any network affiliation agreement
to which it is a party without the prior written consent of the Required Lenders (which consent
shall not be unreasonably withheld) and Borrowers shall fail to pay all Indebtedness of Borrowers
to Lenders within one hundred twenty (120) days of either Agent’s giving notice to Borrowers of
Required Lenders’ objection to such termination; or



     (u) any Borrower shall discontinue its business; or



     (v) a Borrower shall terminate or materially and adversely amend a Services Agreement without
the prior written consent of the Required Lenders (which consent shall not be unreasonably
withheld);


then and upon the occurrence of any such Event of Default and at any time thereafter during the
continuance of such Event of Default, at the election of the Required Lenders, each of the
Revolving Credit Commitments shall terminate and the Revolving Credit Loans and all other
Obligations shall immediately become due and payable, both as to principal and interest, without
presentment, demand, prior notice, or protest, all of which are hereby expressly waived, anything
contained herein or in the Revolving Credit Notes or other evidences of the Revolving Credit Loans
to the contrary notwithstanding (except in the case of an Event of Default under paragraph (i) or
(j) of this Article VIII, in which event the Commitments shall automatically terminate and the
Obligations shall automatically become due and payable).




     IX. REMEDIES ON DEFAULT, ETC.



     Section 9.01.
General Provisions. In case any one or more Events of Default
shall occur and be continuing, Administrative Agent and Collateral Agent, on behalf of Lenders,
may proceed to protect and enforce their rights by an action at law, suit in equity or other
appropriate



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proceeding, whether for the specific performance of any agreement contained in this Agreement, the
Notes, any Security Document or any other Loan Document, or for an injunction against a violation
of any of the terms hereof or thereof or in and of the exercise of any power granted hereby or
thereby or by law, all subject to the provisions of Article XI.




     Section 9.02. Consent to Receivership. Without limiting the generality of the
foregoing or limiting in any way the rights of Administrative Agent or Collateral Agent under the
Security Documents or otherwise under applicable law, at any time after the occurrence, and during
the continuance, of an Event of Default, Administrative Agent or Collateral Agent shall be entitled
to apply for and have a receiver or receiver and manager appointed under state or Federal law of
the United States by a court of competent jurisdiction in any action taken by Administrative Agent,
Collateral Agent and Lenders to enforce their rights and remedies hereunder and under the Loan
Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion
of the Collateral and continue the operation of the Stations of the Borrowers, and to collect all
revenues and profits thereof and apply the same to the payment of all expenses and other charges of
such receivership, including the compensation of the receiver, and to the payment of the
Obligations as aforesaid until a sale or other disposition of such Collateral shall be finally made
and consummated. Each Borrower hereby irrevocably consents to and waives any right to object to or
otherwise contest the appointment of a receiver as provided above. Each Borrower (i) grants such
waiver and consent knowingly and voluntarily after having discussed the implications thereof with
counsel; (ii) acknowledges that the uncontested right to have a receiver appointed for the
foregoing purposes is considered essential by Lenders, Administrative Agent and Collateral Agent in
connection with the enforcement of their rights and remedies hereunder and under the Security
Documents, and the availability of such appointment as a remedy under the foregoing circumstances
was a material factor in inducing Lenders to make the Loans to Borrowers; and (iii) agrees to enter
into any and all stipulations in any legal actions and agreements or other instruments in
connection with the foregoing and to cooperate fully with Lenders, Administrative Agent and
Collateral Agent in connection with the assumption and exercise of control by the receiver over all
or any portion of the Collateral.



     Section 9.03. Effect of Termination of Commitments. On the date of termination
of this Agreement, all Obligations (including contingent reimbursement obligations of Borrowers
with respect to any outstanding Letters of Credit) immediately shall become due and payable without
notice or demand (including either (i) providing cash collateral to be held by Collateral Agent for
the benefit of those Lenders with a Revolving Credit Commitment in an amount equal to 105% of the
then extant Letter of Credit Usage, or (ii) causing the original Letters of Credit to be returned
to the Issuing Lender). No termination of this Agreement, however, shall relieve or discharge
Borrowers of their duties, Obligations, or covenants hereunder and the Liens of Administrative
Agent and Collateral Agent in the Collateral shall remain in effect until all Obligations have been
fully and finally discharged and the Commitments have been terminated. When this Agreement has been
terminated and all of the Obligations have been fully and finally discharged and the Commitments
have been terminated irrevocably, Collateral Agent will, at Borrowers’ sole expense, execute and
deliver any UCC termination statements, lien releases, mortgage releases, re-assignments of
trademarks, discharges of security interests, and other similar discharge or release documents
(and, if applicable, in recordable form) as are reasonably



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necessary to release, as of record, the Collateral Agent’s Liens and all notices of security
interests and liens previously filed by Collateral Agent with respect to the Obligations.




     Section 9.04. Remedies Not Exclusive. No right conferred upon Administrative
Agent, Collateral Agent and Lenders hereby or by any Security Document or any other Loan Documents
shall be exclusive of any other right referred to herein or therein or now or hereafter available
at law or in equity, by statute or otherwise.



     X. AGENTS.



     Section 10.01.
Appointment, Powers and Immunities.



     (a) Each Lender hereby irrevocably (subject to Section 10.08) designates and appoints Silver
Point, which designation and appointment is coupled with an interest, as Administrative Agent of
such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes Silver Point to act as Administrative Agent of such Lender, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to Administrative Agent by the terms of
this Agreement and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. Each Lender hereby irrevocably (subject to Section 10.08) designates and
appoints Wells Fargo Foothill, Inc., which designation and appointment is coupled with an interest,
as Collateral Agent of such Lender under this Agreement and the other Loan Documents, and each such
Lender irrevocably authorizes WFF to act as Collateral Agent of such Lender, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to Collateral Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are reasonably
incidental thereto. Each Lender hereby irrevocably (subject to Section 10.08) designates and
appoints Silver Point, which designation and appointment is coupled with an interest, as
Documentation Agent of such Lender under this Agreement and the other Loan Documents.



     (b) The duties and responsibilities of Administrative Agent and Collateral Agent shall be
ministerial and administrative in nature. Each of Administrative Agent, Collateral Agent and
Documentation Agent (which terms as used in this sentence and in Section 10.05 and the first
sentence of Section 10.06 shall include reference to their respective Affiliates and their own and
such Affiliates’ officers, directors, employees and agents) shall not: (i) have any duties or
responsibilities to be a trustee for any Lender; (ii) be responsible to Lenders for any recitals,
statements, representations or warranties contained in this Agreement, or in any certificate or
other document referred to or provided for in, or received by any of them under, this Agreement,
or for the due execution, legality, value, validity, effectiveness, genuineness, enforceability,
perfection or sufficiency of this Agreement, any Note, any Security Document or any other document
referred to or provided for herein or for any failure by each Borrower or any other Person to
perform any of its obligations hereunder or thereunder; (iii) be required to initiate or conduct
any litigation or collection proceedings hereunder except to the extent requested by the Required
Lenders and permitted under the Loan Documents and applicable law; and (iv) be responsible for any
action taken or omitted to be taken by it hereunder or under any other



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document or instrument referred to or provided for herein or in connection herewith, except for
its own gross negligence or willful misconduct.



     (c) Each of Administrative Agent and Collateral Agent may employ and consult with agents,
attorneys-in-fact, public accountants and other experts selected by it and shall not be
responsible for the negligence or misconduct of any such agents, attorneys-in-fact, public
accountants or other experts it selects with reasonable care.



     (d) Subject to the foregoing, to Article XI and to the provisions of any intercreditor
agreement among Lenders in effect from time to time, Administrative Agent and Collateral Agent,
as applicable, shall, on behalf of Lenders, (i) hold and apply any and all Collateral, and the
proceeds thereof, at any time received by it, in accordance with the provisions of the Security
Documents and this Agreement; (ii) exercise any and all rights, powers and remedies of Lenders
under this Agreement, the Security Documents and the other Loan Documents, including the giving
of any consent or waiver or the entering into of any amendment; (iii) execute, deliver and file
UCC Financing Statements, mortgages, deeds of trust, lease assignments and other such agreements,
and possess instruments on behalf of any or all of Lenders; and (iv) in the event of acceleration
of Borrower’s Obligations hereunder, sell or otherwise liquidate or dispose of any portion of the
Collateral held by it and otherwise exercise the rights of Lenders hereunder and under the
Security Documents.



     (e) Lenders hereby authorize Collateral Agent, at its option and in its discretion after
consultation with Administrative Agent, to release any Lien or security interest granted to or
held by Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment
in full of all of the Obligations, (ii) constituting property sold or to be sold or disposed of
as part of or in connection with any Disposition expressly permitted hereunder or under any
other Loan Document or to which the Required Lenders have consented or (iii) otherwise pursuant
to and in accordance with the provisions of any applicable Loan Document. Upon request by
Collateral Agent at any time, Lenders will confirm in writing Collateral Agent’s authority to
release Collateral pursuant to this Section.



     (f) Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Documentation Agent shall not have any duties
or responsibilities, nor shall Documentation Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Documentation Agent.



     Section 10.02.
Reliance by Agents. (a) Each Agent shall be entitled to rely
upon any certification, notice or other communication (including any communication by telephone,
telecopy, or e-mail) believed by it to be genuine and correct and to have been signed or sent by
or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by Administrative Agent or Collateral Agent,
as applicable. Each Agent may treat the payee of any Note as the holder thereof until it
receives written notice of the assignment or transfer thereof, in form satisfactory to such
Agent, signed by such payee and including the agreement of the assignee or transferee to be
bound hereby as it would have been if it had been an original Lender hereunder. As to any
matters not expressly



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provided for by this Agreement, each Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by the Required Lenders or
Lenders, as specified in this Agreement and the other Loan Documents, and such instructions and any
action taken or failure to act pursuant thereto shall be binding on Lenders. Except as otherwise
provided in the last sentence of Section 10.03, and except for ministerial and administrative acts
of Administrative Agent or Collateral Agent, unless such decision is restricted to or reserved for
all Lenders as provided in Article XI, or permitted at the direction of the Revolving Credit
Lenders, any action taken by Administrative Agent or Collateral Agent under the Loan Documents,
including the issuance of any consent or waiver or the execution of any amendment, shall be taken
only at the direction of the Required Lenders.



     (b) If Administrative Agent or Collateral Agent shall request instructions from Required
Lenders or all affected Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any other Loan Document, then Administrative Agent or Collateral
Agent, as the case may be, shall be entitled to refrain from such act or taking such action unless
and until Administrative Agent or Collateral Agent, as the case may be, shall have received
instructions from Required Lenders or all affected Lenders, as the case may be, and Administrative
Agent or Collateral Agent, as the case may be, shall not incur liability to any Person by reason of
so refraining. Administrative Agent and Collateral Agent shall be fully justified in failing or
refusing to take any action hereunder or under any other Loan Document (ai) if such action would,
in the opinion of Administrative Agent or Collateral Agent, as the case may be, be contrary to law
or the terms of this Agreement or any other Loan Document, (ii) if such action would, in the
opinion of Administrative Agent or Collateral Agent, as the case may be, expose Administrative
Agent or Collateral Agent, as applicable, to liability under Environmental Laws, or (iii) if
Administrative Agent or Collateral Agent, as the case may be, shall not first be indemnified to its
satisfaction against any and all liability and expense which may be incurred by it by reason of
taking or continuing to take any such action. Without limiting the foregoing, no Lender shall have
any right of action whatsoever against Administrative Agent or Collateral Agent, as the case may
be, as a result of Administrative Agent or Collateral Agent, as the case may be, acting or
refraining from acting hereunder or under any other Loan Document in accordance with the
instructions of Required Lenders or all affected Lenders, as applicable.



     Section 10.03.
Events of Default. Neither Administrative Agent nor Collateral
Agent shall be deemed to have knowledge of the occurrence of an Event of Default (other than the
nonpayment of principal of or interest on the Notes which it holds as a Lender hereunder, the
Loans or any fees) unless it has received written notice from any Lender or Borrowers specifying
such Event of Default and stating that such notice is a “Notice of Default”. In the event that
either Agent receives such a notice of the occurrence of an Event of Default, such Agent shall
give prompt notice thereof to Lenders (and shall give each Lender prompt notice of each
non-payment thereafter). Collateral Agent shall (subject to Section 10.07) take such action with
respect to such Event of Default as shall be directed by the Required Lenders, as provided under
Article XI, provided that, unless and until Collateral Agent shall have received such directions,
Collateral Agent may (but shall not be obligated to) take such action on behalf of Lenders, or
refrain from taking such action, with respect to such Event of Default as it shall deem advisable
in the best interest of Lenders and Agents.



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     Section 10.04. Rights as a Lender. With respect to its Commitment(s) and the
Loans made by WFF and Silver Point hereunder, and the Notes issued to it, each of WFF and Silver
Point shall have the same rights and powers hereunder as any other Lender and may exercise the
same as though it were not acting as Administrative Agent or Collateral Agent, as applicable; and
the terms “Lender,” “Lenders” and “Required Lenders” shall, unless otherwise expressly indicated,
include each of WFF and Silver Point in its individual capacity. Administrative Agent, Silver
Point, WFF, Collateral Agent and their respective Affiliates may, without having to account
therefor to Lenders and without giving rise to any fiduciary or other similar duty to any Lender,
accept deposits from, lend money to and generally engage in any kind of banking, trust or other
business with Borrowers and any of their Affiliates as if it were not acting as an Agent and as if
it were not a Lender, and Administrative Agent and Collateral Agent may accept fees and other
consideration from each Borrower or any other Affiliate for services in connection with this
Agreement or otherwise without having to account for the same to Lenders.



     Section 10.05. Indemnification. Lenders agree to indemnify each of
Administrative Agent and Collateral Agent (to the extent not reimbursed under Section 13.02, but
without limiting the obligations of Borrowers under such Section 13.02), ratably in accordance
with the respective aggregate principal amount of the Notes held by such Lenders, from and against
any and all liabilities, obligations, losses, damages, penalties, action, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by
or asserted against Administrative Agent or Collateral Agent in any way relating to or arising out
of this Agreement, any Security Document, any other Loan Document or any other document
contemplated by or referred to herein or the transactions contemplated by or referred to herein or
therein (including, without limitation, the costs and expenses which Borrowers are obligated to
pay under Section 13.02) or the enforcement of any of the terms of this Agreement, any Security
Document or any other Loan Document, or in any way relating to any action taken or omitted by
Administrative Agent or Collateral Agent under this Agreement, provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross negligence or willful
misconduct of Administrative Agent or Collateral Agent. Without limitation of the foregoing, each
Lender agrees to reimburse each Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees, but exclusive of any costs and expenses of
syndications) incurred by Administrative Agent or Collateral Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that such Agent is not reimbursed for such
expenses by Borrowers.



     Section 10.06. Non-Reliance on Agents and other Lenders. Each Lender agrees
that it has, independently and without reliance on Administrative Agent or Collateral Agent or any
other Lender, and based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Borrowers and its own decision to enter into this Agreement and that
it will, independently and without reliance upon Administrative Agent or Collateral Agent or any
other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking action under this
Agreement. Administrative Agent and Collateral Agent do not make any warranty or representation to
any Lender and shall not be responsible to any Lender for any statements, warranties or
representations (whether written or oral) made in or in connection with this




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Agreement. Neither Agent shall be required to inquire or keep itself informed as to the
performance or observance by the Borrowers of this Agreement, any other Loan Document or any other
document referred to or provided for herein or to inspect the properties or books of the Borrowers.
Except for notices, reports and other documents and information expressly required to be furnished
to Lenders by Administrative Agent or Collateral Agent hereunder, Administrative Agent and
Collateral Agent shall have no duty or responsibility to provide any Lender with any credit or
other information concerning the affairs, financial condition or businesses of the Borrowers (or
any of their Affiliates) which may come into the possession of Administrative Agent or Collateral
Agent or any of their respective Affiliates. Notwithstanding the foregoing, each of Administrative
Agent and Collateral Agent will, at the requesting Lender’s expense, provide to Lenders any and all
information reasonably requested by them and reasonably available to Administrative Agent or
Collateral Agent promptly upon such request.




     Section 10.07. Failure to Act. Except for action expressly required of Administrative
Agent or Collateral Agent hereunder, each of Administrative Agent and Collateral Agent shall in
all cases be fully justified in failing or refusing to act hereunder unless it shall be
indemnified to its satisfaction by Lenders against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action.



     Section 10.08. Resignation of an Agent. (a) Silver Point (or any other Administrative
Agent hereunder) may resign as Administrative Agent at any time by giving ten (10) days’ prior
written notice thereof to Lenders and Borrowers. Any such resignation shall take effect at the end
of such ten (10) day period or upon the earlier appointment of a successor Administrative Agent by
the Required Lenders as provided below. Upon any resignation of Silver Point (or any other
Administrative Agent hereunder), the Required Lenders shall appoint a successor Administrative
Agent from among Lenders or, if such appointment is deemed inadvisable or impractical by the
Required Lenders, another financial institution with a combined capital and surplus of at least
$100,000,000. If no successor Administrative Agent shall have been so appointed by the Required
Lenders and shall have accepted such appointment within said ten (10) days, then the resigning
Administrative Agent may, on behalf of Lenders, appoint a successor Administrative Agent, which
shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a
commercial bank or financial institution or a subsidiary of a commercial bank or financial
institution if such commercial bank or financial institution is organized under the laws of the
United States of America or any State thereof and has a combined capital and surplus of a least
$100,000,000. If no successor Administrative Agent has been appointed pursuant to the foregoing,
such resignation shall become effective and the Required Lenders shall thereafter perform all the
duties of Administrative Agent hereunder until such time, if any, as the Required Lenders appoint
a successor Administrative Agent as provided above. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent. After the effective date of the resignation of an
Administrative Agent hereunder, the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder, provided that the provisions of this Article X 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.



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     (b) WFF (or any other Collateral Agent hereunder) may resign as Collateral Agent at any time
by giving ten (10) days’ prior written notice thereof to Lenders and Borrowers. Any such
resignation shall take effect at the end of such ten (10) day period or upon the earlier
appointment of a successor Collateral Agent by the Required Lenders as provided below. Upon any
resignation of WFF (or any other Collateral Agent hereunder), the Required Lenders shall appoint a
successor Collateral Agent from among Lenders or, if such appointment is deemed inadvisable or
impractical by the Required Lenders, another financial institution with a combined capital and
surplus of at least $100,000,000. If no successor Collateral Agent shall have been so appointed by
the Required Lenders and shall have accepted such appointment within said ten (10) days, then the
resigning Collateral Agent may, on behalf of Lenders, appoint a successor Collateral Agent, which
shall be a Lender, if a Lender is willing to accept such appointment, or otherwise shall be a
commercial bank or financial institution or a subsidiary of a commercial bank or financial
institution if such commercial bank or financial institution is organized under the laws of the
United States of America or any State thereof and has a combined capital and surplus of a least
$100,000,000. If no successor Collateral Agent has been appointed pursuant to the foregoing, such
resignation shall become effective and the Required Lenders shall thereafter perform all the duties
of Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor
Collateral Agent as provided above. Upon the acceptance of any appointment as Collateral Agent
hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the retiring Collateral
Agent. After the effective date of the resignation of a Collateral Agent hereunder, the retiring
Collateral Agent shall be discharged from its duties and obligations hereunder, provided that the
provisions of this Article X 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 Collateral Agent. In the event that there
shall not be a duly appointed and acting Collateral Agent, Borrowers agree to make each payment due
to Collateral Agent hereunder and under the other Loan Documents, if any, directly to each Lender
entitled thereto, pursuant to written instructions provided by the resigning Collateral Agent or,
after such resignation, Lenders, and to provide copies of each certificate or other document
required to be furnished to Collateral Agent hereunder, if any, directly to each Lender.



     Section 10.09. Cooperation of Lenders. Each Lender shall (a) promptly notify the
other Lenders and each Agent of any Event of Default known to such Lender under this Agreement and
not reasonably believed to have been previously disclosed to the other Lenders; (b) provide the
other Lenders and each Agent with such information and documentation as such other Lenders or such
Agent(s) shall reasonably request in the performance of their respective duties hereunder,
including, without Limitation, all information relative to the outstanding balance of principal,
interest and other sums owed to such Lender by Borrowers, but excluding internally generated
reports, analyses, correspondence and other customarily confidential materials and (c) cooperate
with Administrative Agent and Collateral Agent with respect to any and all collections and/or
foreclosure procedures at any time commenced against Borrowers or otherwise in respect of the
Collateral by Administrative Agent and Collateral Agent in the name and on behalf of Lenders.



     Section 10.10. One Lender Sufficient. This Agreement shall remain in full force and
effect, and all agency provisions shall be and remain effective, notwithstanding the fact that
there



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may from time to time be only one Lender hereunder which Lender may be the same Person who is then
serving as Administrative Agent or Collateral Agent hereunder.




     XI. ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS; SEPARATE ACTIONS BY LENDERS.



     (a) This Agreement (including the Schedules hereto) and the other Loan Documents constitute
the entire agreement of the parties herein and supersede any and all prior agreements, written or
oral, as to the matters contained herein, and no modification or waiver of any provision hereof or
of any other Loan Document, nor consent to the departure by each Borrower or Person therefrom,
shall be effective unless the same is in writing, and then such waiver or consent shall be
effective only in the specific instance, and for the purpose, for which given. Except as otherwise
provided by the terms of this Agreement or other Loan Document, the consent of the Required Lenders
shall be required and sufficient (i) to amend, with the consent of Borrowers, any term of this
Agreement, the Notes or any other Loan Document or to waive the observance of any such term (either
generally or in a particular instance or either retroactively or prospectively); (ii) to take or
refrain from taking any action under this Agreement, the Notes, any other Loan Document or
applicable law, including, without limitation, (A) the acceleration of the payment of the Notes,
(B) the termination of the Commitments, (C) the exercise of Administrative Agent’s, Collateral
Agent’s and Lenders’ remedies hereunder and under the Security Documents and (D) the giving of any
approvals, consents, directions or instructions required under this Agreement or the Security
Documents. Notwithstanding the foregoing provisions of this paragraph (a), no such amendment,
waiver, consent or other action shall, without the prior written consent of each Lender (other than
a Defaulting Lender),




     (1) extend or shorten the payment due dates or the final scheduled maturity of
any Loan (it being understood that no waiver or modification of any condition precedent,
covenant or Default shall constitute any such extension), or reduce or increase the rate of
interest or fees thereon, or reduce or increase the principal amount thereof (it being
understood that no amendment or modification to the financial definitions in this Agreement
and no waiver or modification of any condition precedent, covenant or Default shall
constitute a reduction in any rate of interest or fees for purposes of this clause (1));




     (2) release all or substantially all of the Collateral (except in connection with the
sale or disposition of such Collateral in accordance with the provisions of this Agreement
or the Security Documents) under all of the Security Documents;




     (3) amend, modify or waive any provision of this Article XI;




     (4) reduce any percentage specified in the definition of Required Lenders;




     (5) consent to the assignment or transfer by a Borrower of any of its rights and
obligations under this Agreement;



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and provided, further, that no such amendment, waiver, consent or other action shall





     (x) increase the Commitment of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood that (aa) no waiver or
modification of any condition precedent, covenant or Default or of any mandatory
reduction in the Commitments shall constitute an increase in the Commitment of any Lender
and (bb) an increase in the available portion of any Commitment of any Lender shall not
constitute an increase in the Commitment of such Lender); or




     (y) without the consent of Administrative Agent, amend, modify or waive any provision
of Article X as same applies to Administrative Agent or any other provision of any Loan
Document as same relates to the rights or obligations of Administrative Agent; or




     (z) without the consent of Collateral Agent, amend, modify or waive any provision
of Article X as same applies to Collateral Agent or any other provision of any Loan
Document as same relates to the rights or obligations of Collateral Agent;


and provided, further, that neither notice to, nor the consent of, Borrowers shall
be required for any modification, amendment or waiver of the provisions of this Article XI
decreasing the number of Lenders required to consent to any act or omission under the Loan
Documents or, subject to Article XII, decreasing the percentage in the definition of
“Required Lenders”.




     (b) Any amendment or waiver effected in accordance with this Article XI shall be binding
upon each holder of any Note at the time outstanding, each future holder of any Note and
Borrowers. Lenders’ failure to insist (directly or through either Agent) upon the strict
performance of any term, condition or other provision of this Agreement, any Note, or any of the
Security Documents or other Loan Documents, or to exercise any right or remedy hereunder or
thereunder, shall not constitute a waiver by Lenders of any such term, condition or other
provision or Default or Event of Default in connection therewith, nor shall a single or partial
exercise of any such right or remedy preclude any other or future exercise, or the exercise of
any other right or remedy; and any waiver of any such term, condition or other provision or of
any such Default or Event of Default shall not affect or alter this Agreement, any Note or any of
the Security Documents or other Loan Documents, and each and every term, condition and other
provision of this Agreement, the Notes and the Security Documents and other Loan Documents shall,
in such event, continue in full force and effect and shall be operative with respect to any other
then existing or subsequent Default or Event of Default in connection therewith. An Event of
Default or Default shall be deemed to be continuing unless and until cured or waived in writing
by the applicable Lenders, as provided in subsection (a) above.



     XII. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS.



     (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Lenders,
Agents and their respective successors and permitted assigns, and all subsequent holders of any
of the Notes or any portion thereof.



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     (b) Each Lender may assign its rights and interests under this Agreement, the Notes and the
Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part,
and sell participations in its Commitment(s) and its Loans, provided as follows:




     (i) Any such assignment, other than an assignment in whole, made other than to (A)
another Lender, (B) a separately organized branch of a Lender or (C) a Related Lender Party,
shall reflect an assignment of such assigning Lender’s Note and Commitment which is in an
aggregate principal amount of at least $1,000,000, and if greater, shall be in an integral
multiple of $100,000.




     (ii) Notwithstanding any provision of this Agreement to the contrary, (A) each Lender
may at any time pledge all or any portion of its rights under this Agreement and each of
the other Loan Documents, including without limitation its Loans and the Notes held by such
Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered
outside of the United States) in support of borrowings made by such Lender from such
Federal Reserve Bank, (B) with the consent of each Agent, any Lender which is a fund may
pledge all or any portion of its Notes or Loans to its trustee in support of its
obligations to its trustee, and (C) any such pledgee may enforce such pledge. No pledge
pursuant to this subsection (ii), and no enforcement thereof by the pledgee, shall release
the transferor Lender from any of its obligations and liabilities under the Loan Documents.




     (iii) Any assignments and/or delegations made hereunder shall be pursuant to an
instrument of assignment and acceptance (the “Assignment and Acceptance”)
substantially in the form of Schedule 12 and the parties to each such assignment
shall execute and deliver to Collateral Agent for its acceptance the Assignment and
Acceptance together with any Note or Notes subject thereto. Upon such execution and
delivery, from and after the effective date specified in each Assignment and Acceptance,
which effective date shall be at least five (5) Business Days after the execution thereof,
(A) the assignee thereunder shall become a party hereto, to the Loan Documents, and, to the
extent provided in such Assignment and Acceptance, have the rights and obligations of a
Lender hereunder with the applicable Commitment set forth therein and (B) the assigning
Lender thereunder shall, to the extent provided in such assignment, be released from its
obligations under this Agreement as to that portion of its obligation being so assigned and
delegated. The Assignment and Acceptance shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of the assignee as a
Lender and the resulting adjustment of Commitments arising from the purchase by and
delegation to such assignee of all or a portion of the rights and obligations of such
assigning Lender under this Agreement.




     (iv) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender
and the assignee together with the Note subject to such assignment (or a standard indemnity
letter from the respective assigning Lender in respect of any lost Note) and payment by the
assignee to Collateral Agent of a registration and processing fee of $5,000, Collateral
Agent shall accept such Assignment and Acceptance; provided, however, that
in lieu of such processing fee, on not more than two (2) occasions involving assignments to
an Affiliate, the assigning Lender shall be obligated to pay to



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Collateral Agent only Collateral Agent’s out-of-pocket expenses incurred in documenting and
reviewing such assignment (including reasonable attorneys’ fees). Promptly upon delivering such
Assignment and Acceptance to Collateral Agent, the assigning Lender shall give notice thereof to
Borrowers and Collateral Agent. Within five (5) Business Days after receipt of such notice,
Borrowers shall execute and deliver to Collateral Agent in exchange for each such surrendered Note
a new Note payable to the order of such assignee in an amount equal to the portion of the
Commitment assumed by such assignee pursuant to such Assignment and Acceptance and a new Note
payable to the order of the assigning Lender in an amount equal to the portion of the Commitment
retained by it hereunder. Such new Notes shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form provided in Section 2.01. Canceled
Notes shall be returned to Borrowers upon the execution and delivery of such new Notes.




     (v) Each Lender may sell participations in all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its Commitments and the
Notes held by it); provided, however, that, (A) the selling Lender shall remain
obligated under this Agreement to the extent as it would if it had not sold such participation,
(B) the selling Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (C) at no time shall the selling Lender agree with such
participant to take or refrain from taking any action hereunder or under any other Loan Document,
except that the selling Lender may agree not to consent, without such participant’s consent, to
any of the actions referred to Article XI, to the extent that the same require the consent of each
Lender hereunder, (D) all amounts payable by Borrower hereunder shall be determined as if such
Lender had not sold such participation and no participant shall be entitled to receive any greater
amount pursuant to this Agreement than the selling Lender would have been entitled to
receive in respect of the amount of the participation transferred by such Lender to such
participant had no such transfer occurred, and (E) Borrowers, Collateral Agent, and the other
Lenders shall continue to deal solely and directly with the selling Lender in connection with such
Lender’s rights and obligations under this Agreement.




     (vi) Except for an assignment made to (A) another Lender, (B) a separately organized branch
of a Lender, (C) a Related Lender Party or (D) an Eligible Transferee, no assignment referred to
above shall be permitted without the prior written consent of each Agent, which consent shall not
be unreasonably withheld or delayed.




     (vii) Borrowers may not assign any of their rights or delegate any of their duties or
obligations hereunder.




     (viii) To the extent that an assignment of all or any portion of a Lender’s Commitment and
outstanding Loans pursuant to subsection (b) of Article XI or this Article XII would, due
to circumstances existing at the time of such assignment, result in costs under Sections 2.07, 2.09
or 2.10 which are increased from those being charged by the assigning Lender prior to such
assignment, then Borrowers shall not be obligated to pay such increased costs (although Borrowers
shall be obligated to pay any other



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increased costs of the type described above resulting from changes after the date of the
respective assignment).




     (ix) Any Lender may, in connection with any assignment or participation pursuant to
this Section, disclose to the assignee or participant any information relating to the
Borrowers and their Affiliates furnished to such Lender by or on behalf of Borrowers and
such assignee or participant shall treat such information as confidential.




     (x) No Lender shall sell any Participation or Loan interest to a Person that, by
virtue of ownership of debt and/or equity in EBC, would be deemed to hold an attributable
ownership interest in any of the Borrowers in violations of applicable FCC rules and
regulations.



     XIII. MISCELLANEOUS.



     Section 13.01. Survival. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered pursuant hereto,
shall survive the making by Lenders of the Loans and shall continue in full force and effect so
long as any Obligation is outstanding and unpaid or any Lender has any Commitment hereunder. In
addition, notwithstanding anything herein or under applicable law to the contrary, the provisions
of this Agreement and the other Loan Documents relating to indemnification or payment of fees,
costs and expenses, including without limitation the provisions of Sections 2.06, 2.07, 2.08, 2.09,
2.10, 10.05, 13.02 and 13.14, shall survive the payment in full of all Loans, the termination or
expiration of the Commitments and any termination of this Agreement or of any other Loan Document.



     Section 13.02. Fees and Expenses; Indemnity; Etc. Borrowers agree jointly and
severally (a) to pay or reimburse each of Administrative Agent and Collateral Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, interpretation and execution of, and any amendment, supplement or
modification to, this Agreement, the Notes and any other Loan Documents and the consummation and
administration of the transactions contemplated hereby, including without limitation the
reasonable fees and disbursements of (i) counsel to Administrative Agent and counsel to Collateral
Agent, and (ii) such agents of each of Administrative Agent and Collateral Agent not regularly in
its employ, and accountants, other auditing services, consultants and appraisers engaged by or on
behalf of Administrative Agent, Collateral Agent or by Borrowers at the request of Administrative
Agent or Collateral Agent (collectively, “Third Parties”); (b) to pay or reimburse
Administrative Agent, Collateral Agent and each Lender for all its reasonable costs and expenses
incurred in connection with the enforcement or preservation of any rights under this Agreement,
the Notes and any other Loan Documents, including, without limitation, the reasonable fees and
disbursements of (i) counsel to Administrative Agent and counsel to Collateral Agent and (ii)
Third Parties; (c) following the occurrence of an Event of Default hereunder, to pay or reimburse
Lenders for the reasonable fees and disbursements of counsel for the respective Lenders engaged
for the preservation or enforcement of such Lender’s rights under this Agreement or any other Loan
Documents relating to such Event of Default; (d) to pay, indemnify, and hold each Lender,
Administrative Agent and Collateral Agent harmless from, any and all recording and filing fees and
taxes, lien discharge fees and taxes, intangible taxes and any




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and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection with the execution
and delivery of, or consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or in respect of, this
Agreement, the Notes and the Loan Documents; and (e) to pay, indemnify, and hold each Lender,
Administrative Agent and Collateral Agent and their respective directors, officers, employees,
agents and other affiliates (collectively, the “Indemnified Persons”), harmless from and
against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of, or any transaction
contemplated by, this Agreement and the other Loan Documents or the use or proposed use of the
proceeds of the Loans or the refinancing or restructuring of the credit arrangements provided under
this Agreement in the nature of a “workout” or any proceedings with respect to the bankruptcy,
reorganization, insolvency, readjustment of debt, dissolution or liquidation of each Borrower or
any other party other than Lenders, Administrative Agent or Collateral Agent to any Loan Document
(all the foregoing in this clause (e), collectively, the “indemnified liabilities”),
provided, that Borrower shall have no obligation hereunder to any Indemnified Person with
respect to indemnified liabilities arising from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive repayment of the Loans and all
other Obligations payable hereunder.




     Section 13.03. Notice.



     (a) All notices, requests, demands and other communications provided for hereunder shall
be in writing (including telecopied communication) and sent by certified mail, return receipt
requested, by fax, by overnight delivery or by hand to the applicable party at the addresses
indicated below.



     If to Administrative Agent and/or to Documentation Agent:


Silver Point Finance, LLC
 600
Steamboat Road
Greenwich,
Connecticut 06830
Attention: Tom
Steiglehner
 Telecopy No.:
203-619-2698




     in each case (except for routine communications), with a copy to:


Andrew J. Chlebus, Esq.
Edwards &
Angell, LLP
2800 Financial Plaza

Providence, Rhode Island 02903

Telecopy No.: (401) 276-6611




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     If to Collateral Agent:


Wells Fargo Foothill, Inc.

2450 Colorado Avenue, Suite 3000 West

Santa Monica, California 90404

Attention: Group Credit Manager — Specialty Finance

Telecopy No.: (310) 453-7442




     in each case (except for routine communications), with a copy to:


Gary G. Null, Esq. 
Hughes &
Luce, LLP 
1717 Main Street,
Suite 2800 
Dallas, Texas 75201

Telecopy No.: (214) 939-5849



and if to any Lender, at the address set forth on the appropriate signature page hereto or, with
respect to any assignee of the Notes under Article XII, at the address designated by such assignee
in a written notice to the other parties hereto;




     If to a Borrower:


Equity Broadcasting Corporation

1 Shackleford Drive

Suite 400

Little Rock, Arkansas 72111

Attention: Larry E. Morton, President

Telecopy No.: (501) 221-1101




     in each case (except for routine communications), with a copy to:


Friday, Eldredge and Clark

2000 Regions Center

400 West Capitol

Little Rock, Arkansas 72201

Attention: James Saxton, Esq.

Telecopy No.: (501) 370-1586



or, as to each party, at such other address as shall be designated by such parties in a written
notice to the other party complying as to delivery with the terms of this Section. All such
notices, requests, demands and other communication shall be deemed given upon receipt or return
by the party to whom such notice is directed. Any notice to be given hereunder may be given by a
party’s counsel or other authorized representative.




     (b) The address of Collateral Agent for payment hereunder is as follows (unless and
until the Collateral Agent gives written notice to Borrowers of another address for payment):


Wells Fargo Foothill, Inc.





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2450 Colorado Avenue, Suite 3000 West

Santa Monica, California 90404

Attention: Group Credit Manager — Specialty Finance

Telecopy No.: (310) 453-7442

For Credit To: Equity Broadcasting Corporation




     Section 13.04. Acceptance of Documents; Governing Law. This Agreement and the
Notes shall be construed in accordance with and governed by the internal laws of the State of
California applicable to contracts made and performed in said State.



     Section 13.05. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.



     (a) EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, HEREBY CONSENTS TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN LOS ANGELES COUNTY, CALIFORNIA, AS WELL AS
TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE
PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS ARISING
HEREUNDER OR UNDER THE NOTES OR THE SECURITY DOCUMENTS OR WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT ADMINISTRATIVE AGENT’S OR COLLATERAL AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE ADMINISTRATIVE AGENT OR COLLATERAL AGENT, AS
APPLICABLE, ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND;
AND EACH BORROWER, TO THE EXTENT THAT IT MAY LAWFULLY DO SO, EXPRESSLY, KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND IRREVOCABLY, WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE, INCLUDING,
WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, TO THE
EXTENT THAT IT MAY LAWFULLY DO SO, EACH BORROWER CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL
SERVICE OR U.S. CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER AT
THE ADDRESS PROVIDED HEREIN. TO THE EXTENT THAT A BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY
IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, EACH BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO THE MAXIMUM EXTENT PERMITTED BY LAW.



     (b) EACH BORROWER, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS HEREBY VOLUNTARILY,
KNOWINGLY, VOLUNTARILY,



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INTENTIONALLY AND IRREVOCABLY WAIVE TRIAL BY JURY IN RESPECT OF ANY ACTION BROUGHT ON, ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS OR ANY OTHER
LOAN DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF LENDERS RELATING TO THE ADMINISTRATION OF THE FINANCING HEREUNDER OR THE
ENFORCEMENT OF THE LOAN DOCUMENTS, AND AGREES THAT NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY
SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
PROHIBITED BY LAW, EACH BORROWER HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL EXEMPLARY, PUNITIVE
OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH
BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LENDERS HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT LENDERS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDERS TO MAKE THE LOANS.




     Section 13.06. Severability. Any provision of this Agreement, the Notes or
any of the Security Documents or other Loan Documents which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.



     Section 13.07. Section Headings, Etc. Any Article and Section headings in
this Agreement are included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.



     Section 13.08. Several Nature of Lenders’ Obligations. Notwithstanding
anything in this Agreement, the Notes or any of the Security Documents to the contrary, all
obligations of Lenders hereunder shall be several and not joint in nature, and in the event any
Lender fails to perform any of its obligations hereunder, Borrowers shall have no recourse against
any other Lender(s) who has (have) performed its (their) obligations hereunder. The amounts
payable at any time hereunder to each Lender shall be a separate and independent debt, and each
Lender shall be entitled to protect and enforce its rights arising out of this Agreement, subject
to the provisions of Article XI, and it shall not be necessary for any other Lender to be joined
as an additional party in any proceeding for such purpose.



     Section 13.09. Counterparts. This Agreement may be executed by the parties
hereto in several counterparts hereof and by the different parties hereto on separate counterparts
hereof, each of which shall be an original and all of which counterparts shall together constitute
one and the same agreement. Delivery of an executed signature page of this Agreement by facsimile
transmission shall be effective as an in-hand delivery of an original executed counterpart hereof.



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     Section 13.10. Knowledge and Discovery. All references in this Agreement to
“knowledge” of, or “discovery” by, a Borrower shall be deemed to include, without limitation, any
such knowledge of, or discovery by, a Borrower or any executive officer of a Borrower.



     Section 13.11. Amendment of Other Agreements. All references in this Agreement
to other documents and agreements to which Lenders are not parties (including without limitation
the Acquisition Agreements in effect as of the date hereof), shall be deemed to refer to such
documents and agreements as presently constituted and, except for any amendments and modifications
not prohibited under Section 7.11, not as hereafter amended or modified unless Lenders shall have
expressly consented in writing to such amendment(s) or modification(s).



     Section 13.12. FCC and Other Approvals. Notwithstanding anything herein or in
any of the Security Documents to the contrary, but without limiting or waiving in any way
Borrowers’ obligations under Section 2.16, Administrative Agent’s, Collateral Agent’s and Lenders’
rights hereunder and under the Security Documents are subject to all applicable rules and
regulations of all Governmental Authorities, including, without limitation, the Specified
Authorities. Lenders will not take any action pursuant to this Agreement or the Security Documents
which would constitute or result in any assignment or transfer of control of any License, whether
de jure or de facto, if such assignment or transfer of control would require under then existing
law (including, without limitation, the FCC Rules), the prior approval of the FCC, without first
obtaining such approval. Each Lender specifically agrees that (a) if FCC consent is required,
voting rights in the Equity Securities of each Borrower will remain with the Equity Holders
thereof even in an Event of Default unless any required prior consent of the FCC shall be obtained
to the transfer of such voting rights; (b) in an Event of Default, there will be either a private
or public sale of the ownership interests of each Borrower; and (c) prior to the exercise of
Equity Holder rights by a purchaser at such sale, the prior consent of the FCC pursuant to 47
U.S.C. § 310(d), in each case only if required, will be obtained prior to such exercise. Each
Borrower agrees to take any action which either Agent or any Lender may reasonably request in
order to cause Administrative Agent, Collateral Agent and Lenders to obtain and enjoy the full
rights and benefits granted by this Agreement and the other Loan Documents, including
specifically, at the cost and expense of Borrower, the use of its best efforts to assist in
obtaining approval of each Governmental Authority, including, without limitation, each Specified
Authority, for any action or transaction .contemplated by this Agreement or any Security Document
which is then required by law, and specifically, without limitation, upon request following an
Event of Default, to prepare, sign and file (or cause to be filed) with the Specified Authority or
such other Governmental Authority the assignor’s, transferor’s or controlling person’s portion of
any application or applications for consent to (i) the assignment of any License or transfer or
control thereof, (ii) any sale or sales of property constituting any Collateral by or on behalf of
Lenders or (iii) any assumption by Administrative Agent, Collateral Agent or Lenders or their
designees of voting rights or management rights in property constituting any Collateral effected
in accordance with the terms of this Agreement.



     Section 13.13. Disclaimer of Reliance. Borrowers have not relied on any oral
representations concerning any of the terms or conditions of the Loans, the Notes, this Agreement
or any of the Security Documents in entering into the same. Each Borrower acknowledges and agrees
that none of the officers of Administrative Agent, Collateral Agent, Documentation Agent or any
Lender has made any representations that are inconsistent with the



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terms and provisions of this Agreement, the Notes and the Security Documents, and neither a
Borrower nor any of its Affiliates has relied on any oral promises or representations in
connection therewith.




     Section 13.14. Environmental Indemnification. Without limiting the generality
of Section 13.02, in consideration of the execution and delivery of this Agreement by Lenders and
the making of the Loans, each Borrower hereby indemnifies, exonerates and holds Lenders, Agents,
Documentation Agent and each of their respective officers, directors, employees and agents
(collectively, the “Indemnified Parties”) free and harmless from and against any and all
actions, causes of action, suits, losses, costs, liabilities and damages, and reasonable expenses
incurred in connection therewith (irrespective of whether any such Indemnified Parry is a party to
the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and
disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified
Parties or any of them as a result of, or arising out of, or relating to:



     (a) any investigation, litigation or proceeding related to any environmental cleanup, audit,
compliance or other matter relating to the protection of the environment or the release by each
Borrower of any Hazardous Material; or



     (b) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission,
release from, any real property owned or operated by each Borrower of any Hazardous Material
(including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or
arising under any Environmental Law), regardless of whether caused by, or within the control of,
each Borrower;
except, in each case, for any such Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party’s negligence or misconduct, and if
and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower
agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law. Notwithstanding anything to the contrary
herein contained, the obligations and liabilities under this Section shall survive and continue in
full force and effect and shall not be terminated, discharged or released in whole or in part
irrespective of whether all the Obligations have been paid in full or the Commitments have been
terminated and irrespective of any foreclosure of any mortgage, deed of trust or collateral
assignment on any real property or acceptance by any Lender of a deed or assignment in lieu of
foreclosure.




     Section 13.15. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of Borrowers, Agents and Lenders and their respective successors and
assigns, except that Borrowers shall not have the right to assign any of their rights hereunder or
delegate any of its obligations hereunder without the prior written consent of the Required
Lenders. Any such impermissible assignment or delegation shall be void and of no effect.



     Section 13.16. Maximum Enforceability. Notwithstanding any provision
contained in this Agreement or any other Loan Document to the contrary, it is the intention and
agreement of each Borrower, Lenders and Agents that the obligations of each Borrower under this
Agreement and each other Loan Document to which it is a party shall be valid and enforceable
against such



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Borrower to the maximum extent permitted by applicable law. Accordingly, if any provision of this
Agreement or any other Loan Document creating any obligation of a Borrower in favor of an Agent or
Lenders shall be declared to be invalid or unenforceable in any respect or to any extent, it is
the stated intention and agreement of Borrowers, Lenders and Agents that any balance of the
obligation created by such provision and all other obligations of such Borrower to Agents and
Lenders created by other provisions of this Agreement and Loan Documents shall remain valid and
enforceable. Likewise, if any sums which an Agent or any Lender may be otherwise entitled to
collect from a Borrower under this Agreement or other Loan Document shall be declared to be in
excess of those permitted under any law (including any federal or state fraudulent conveyance or
like statute or rule of law) applicable to such Borrower’s obligations under this Agreement or
other Loan Document, it is the stated intention and agreement of such Borrower, Lenders and Agents
that all sums not in excess of those permitted under such Applicable Law shall remain fully
collectible by Agents and Lenders from such Borrower, and such excess sums shall nevertheless
survive as a subordinate obligation of such Borrower, junior in right to the claims of general
unsecured creditors. This provision shall control every other provision of the Loan Documents.




     Section 13.17. Suretyship Waivers and Consents.



     (a) Unless the context clearly indicates to the contrary, each covenant, agreement,
obligation, representation and warranty of the Borrowers contained herein constitutes the joint
and several undertaking of each Borrower.



     (b) Each Borrower acknowledges that the obligations of such Borrower undertaken herein might
be construed to consist, at least in part, of the guaranty of obligations of the other Borrowers
and, in full recognition of that fact, each Borrower consents and agrees that the Lender may, at
any time and from time to time, without notice or demand, whether before or after any actual or
purported termination, repudiation or revocation of this Agreement by any Borrower, and without
affecting the enforceability or continuing effectiveness hereof as to such Borrower: (i) with the
consent of the other Borrowers, supplement, restate, modify, amend, increase, decrease, extend,
renew or otherwise change the time for payment or the terms of this Agreement or any part thereof,
including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, restate,
modify, amend, increase, decrease or waive, or enter into or give any agreement, approval or
consent with respect to, this Agreement or any part thereof, or any of the Security Documents, or
any condition, covenant, default, remedy, right, representation or term thereof or thereunder;
(iii) accept partial payments; (iv) release, reconvey, terminate, waive, abandon, fail to perfect,
subordinate, exchange, substitute, transfer or enforce any security or guarantees, and apply any
security and direct the order or manner of sale thereof as the Lender in its sole and absolute
discretion may determine; (v) release any person from any personal liability with respect to this
Agreement or any part thereof, (vi) settle, release on terms satisfactory to Required Lenders or
by operation of applicable law or otherwise liquidate or enforce any security or guaranty in any
manner, consent to the transfer of any security and bid and purchase at any sale; or (vii) consent
to the merger, change or any other restructuring or termination of me corporate or partnership
existence of any Borrower or any other person, and correspondingly restructure the obligations
evidenced hereby, and any such merger, change, restructuring or termination shall not affect the
liability of any Borrower or the continuing




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effectiveness hereof, or the enforceability hereof with respect to all or any part of the
obligations evidenced hereby.




     (c) Administrative Agent and Collateral Agent, as applicable, on behalf of Lenders may enforce
this Agreement and the other Loan Documents independently as to each Borrower and independently of
any other remedy or security the Administrative Agent, Collateral Agent or the Lenders at any time
may have or hold in connection with the obligations evidenced hereby, and it shall not be necessary
for the Administrative Agent or Collateral Agent to marshal assets in favor of any Borrower or any
other person or to proceed upon or against or exhaust any security or remedy before proceeding to
enforce this Agreement. Each Borrower expressly waives any right to require Administrative Agent
and Collateral Agent to marshal assets in favor of any Borrower or any other Person or to proceed
against any other Borrower or any Collateral provided by any Person, and agrees that Administrative
Agent or Collateral Agent may proceed against Borrowers or any Collateral in such order as it shall
determine in its sole and absolute discretion.



     (d) Lenders’ rights hereunder shall be reinstated and revived, and the enforceability of this
Agreement shall continue, with respect to any amount at any time paid on account of a Borrowers’
obligations to Lenders which thereafter shall be required to be restored or returned by Lenders,
all as though such amount had not been paid.



     (e) To the maximum extent permitted by applicable law, each Borrower expressly waives any and
all defenses now or hereafter arising or asserted by reason of (i) any disability or other defense
of the other Borrowers with respect to the obligations evidenced hereby, (ii) the unenforceability
or invalidity of any security or guaranty for the obligations evidenced hereby or the lack of
perfection or continuing perfection or failure of priority of any security for the obligations
evidenced hereby, (iii) the cessation for any cause whatsoever of the liability of the other
Borrowers (other than by reason of the full payment and performance of all Obligations),
(iv) any act or omission of Lenders or Agents or others that directly or indirectly results in or
aids the discharge or release of any Borrower or the Obligations evidenced hereby or any security
or guaranty therefor by operation of law or otherwise, (v) the avoidance of any lien in favor of
Lenders or Agents for any reason, or (vi) any action taken by Lenders or Agents that is authorized
by this Section or any other provision hereof or of any Security Document. Until such time, if
any, as all of the Obligations have been paid and performed in full and no portion of any
Commitments under any agreement remains in effect, no Borrower shall have any right of subrogation,
contribution, reimbursement or indemnity, and each Borrower expressly waives any right to enforce
any remedy that Lenders or Agents now have or hereafter may have against any other Person and
waives the benefit of, or any right to participate in, any Collateral now or hereafter held by
Lenders or Agents.



     (f) Each of the Persons composing Borrowers waives all rights and defenses arising out of an
election of remedies by either Agent or any Lender, even though that election of remedies, such as
a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such
Agent’s or such Lender’s rights of subrogation and reimbursement against such Borrower by the
operation of Section 580d of the California Code of Civil Procedure or otherwise.



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     (g) Each of the Persons composing Borrowers waives all rights and defenses that such Borrower
may have because the Obligations are secured by real property. This means, among other things:




     (i) Agents and Lenders may collect from such Borrower without first
foreclosing on any real or personal property Collateral pledged by Borrowers.




     (ii) If an Agent or any Lender forecloses on any real property Collateral
pledged by Borrowers:




     A. The amount of the Obligations may be reduced only by the price for which
that Collateral is sold at the foreclosure sale, even if the collateral is worth
more than the sale price.




     B. Agents and Lenders may collect from such Borrower even if Agents or Lenders,
by foreclosing on the real property Collateral, has destroyed any right such
Borrower may have to collect from the other Borrowers.


This is an unconditional and irrevocable waiver of any rights and defenses such Borrower may have
because the Obligations are secured by real property. These rights and defenses include, but are
not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the
California Code of Civil Procedure.




     Section 13.18 EBC as Agent for Borrowers. Each Borrower hereby irrevocably
appoints EBC as the borrowing agent and attomey-in-fact for all Borrowers (the “Borrower
Representative”) which appointment shall remain in full force and effect unless and until
Administrative Agent and Collateral Agent shall have received prior written notice signed by each
Borrower that such appointment has been revoked and that another Borrower has been appointed
Borrower Representative. Each Borrower hereby irrevocably appoints and authorizes Borrower
Representative (i) to provide Administrative Agent, Collateral Agent and Lenders with all notices
with respect to Loans and Letters of Credit obtained for the benefit of any Borrower and all other
notices and instructions under this Agreement and (ii) to take such action as Borrower
Representative deems appropriate on its behalf to obtain Loans and Letters of Credit and to
exercise such other powers as are reasonably incidental thereto to carry out the purposes of this
Agreement. It is understood that the handling of the Loans and Collateral of Borrowers in a
combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers
in order to utilize the collective borrowing powers of Borrowers in the most efficient and
economical manner and at their request, and that Administrative Agent, Collateral Agent and
Lenders shall not incur liability to any Borrower as a result hereof.



     Section 13.19 Integration; Effectiveness of Agreement.



     (a) This Agreement supersedes the Borrowers’ application for the Loans, the Lenders’
commitments and proposal letters in respect of the Loans, the Original Credit Agreement, the A&R
Credit Agreement and all other prior written or oral agreements and representations between the
parties hereto and their respective agents, employees or officers with respect to the credit
facilities extended hereby, and this Agreement, together with the other Loan Documents, constitutes
the entire agreement of the parties hereto with respect to the subject matter hereof.



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     (b) This Agreement constitutes an amendment and restatement of the Original Credit Agreement
and the A&R Credit Agreement in their entirety and supersedes any inconsistent terms or provisions
contained in the Original Credit Agreement and the A&R Credit Agreement. All Indebtedness of the
Borrowers under the Original Credit Agreement and the A&R Credit Agreement shall hereafter
constitute Obligations subject to this Agreement.



     (c) This Agreement shall become effective only upon acceptance and execution of this Agreement
by Collateral Agent in Santa Monica, California, after its receipt in Santa Monica, California, of
counterparts of this Agreement executed by Borrowers, Administrative Agent, Documentation Agent and
Lenders.



[The next page is the signature page.]




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     IN WITNESS WHEREOF, Administrative Agent, Collateral Agent, Lenders and Borrowers have
caused this Agreement to be duly executed by their respective duly authorized representatives, as a
sealed instrument, all as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	BORROWERS:	 	 
	 	 	EQUITY BROADCASTING CORPORATION,	 	 
	 	 	EBC ST. LOUIS, INC.,	 	 
	 	 	RIVER CITY BROADCASTING, INC.,	 	 
	 	 	FORT SMITH 46, INC.,	 	 
	 	 	SHAWNEE BROADCASTING, INC.,	 	 
	 	 	LA GRANDE BROADCASTING, INC.,	 	 
	 	 	LOGAN 12, INC.,	 	 
	 	 	PRICE BROADCASTING, INC.,	 	 
	 	 	ARKANSAS 49, INC.,	 	 
	 	 	BORGER BROADCASTING, INC.,	 	 
	 	 	DENVER BROADCASTING, INC.,	 	 
	 	 	EBC BUFFALO, INC.,	 	 
	 	 	EBC DETROIT, INC.,	 	 
	 	 	EBC HARRISON, INC.,	 	 
	 	 	EBC MINNEAPOLIS, INC.,	 	 
	 	 	EBC PANAMA CITY, INC.,	 	 
	 	 	EBC POCATELLO, INC.,	 	 
	 	 	EBC SCOTTSBLUFF, INC.,	 	 
	 	 	HISPANIC NEWS NETWORK, INC.,	 	 
	 	 	MARQUETTE BROADCASTING, INC.,	 	 
	 	 	MONTGOMERY 22, INC.,	 	 
	 	 	NEVADA CHANNEL 3, INC.,	 	 
	 	 	NEWMONT BROADCASTING	 	 
	 	 	CORPORATION,	 	 
	 	 	PULLMAN BROADCASTING, INC.,	 	 
	 	 	REP PLUS, INC.,	 	 
	 	 	ROSEBURG BROADCASTING, INC.,	 	 
	 	 	TV 34, INC.,	 	 
	 	 	VERNAL BROADCASTING, INC.,	 	 
	 	 	WOODWARD BROADCASTING, INC., and	 	 
	 	 	WYOMING CHANNEL 2, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ James H. Hearnsberger	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	James H. Hearnsberger	 	 
	 

	 	 	 	Title:
	 	Vice President of each	 	 






[Second Amended and Restated Credit Agreement — Equity Broadcasting]




 









 





	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	SPCP GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Steiglehner
 

Name: Thomas J. Steiglehner
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices to SPCP Group, LLC:	 	 
	 
	 	 	 	 	 	 
	 	 	600 Steamboat Road	 	 
	 	 	Greenwich, CT 06830	 	 
	 	 	Attention: Zac Zeitlin	 	 
	 	 	Telecopy No.: (203) 618-2650	 	 






[Second Amended and Restated Credit Agreement — Equity Broadcasting]




 









 





	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	SPCP GROUP III LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edward Mule
 

Name: Edward Mule
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices to SPCP Group III LLC:	 	 
	 
	 	 	 	 	 	 
	 	 	600 Steamboat Road	 	 
	 	 	Greenwich, CT 06830	 	 
	 	 	Attention: Zac Zeitlin	 	 
	 	 	Telecopy No.: (203) 618-2650	 	 






[Second Amended and Restated Credit Agreement — Equity Broadcasting]





 









 








	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James K. Downey
 

James K. Downey, Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice to Wells Fargo Foothill, Inc.	 	 
	 	 	2450 Colorado Avenue, Suite 3000 West	 	 
	 	 	Santa Monica, California 90404	 	 
	 	 	Attention: Group Credit Manager — Specialty Finance Group
	 	 	Telecopy No.: (310) 453-7442	 	 






[Second Amended and Restated Credit Agreement — Equity Broadcasting]




 









 





	 	 	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT AND 	 	 
	 	 	DOCUMENTATION AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	SILVER POINT FINANCE, LLC, as	 	 
	 	 	Administrative Agent and Documentation Agent
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas J. Steiglehner
 

Name: Thomas J. Steiglehner
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices to Silver Point Finance, LLC
	 	 	600 Steamboat Road	 	 
	 	 	Greenwich, Connecticut 06830	 	 
	 	 	Attention: Zac Zeitlin	 	 
	 	 	Telecopy No.: (203) 618-2698	 	 






[Second Amended and Restated Credit Agreement — Equity Broadcasting]




 









 





	 	 	 	 	 	 	 
	 	 	COLLATERAL AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, INC., as	 	 
	 	 	Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James K. Downey
 

James K. Downey, Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notice to Wells Fargo Foothill, Inc.
	 	 	2450 Colorado Avenue, Suite 3000 West	 	 
	 	 	Santa Monica, California 90404	 	 
	 	 	Attention: Group Credit Manager — Specialty Finance Group
	 	 	Telecopy No.: (310) 453-7442	 	 






[Second Amended and Restated Credit Agreement — Equity Broadcasting]