EX-4.2






EXHIBIT 4.2




(Multicurrency—Cross Border)



ISDAÒ

International Swap Dealers Association, Inc.




MASTER AGREEMENT




Dated as of February 22, 2006

Between




	 	 	 	 	 
	GOLDMAN SACHS CAPITAL

MARKETS, L.P., a limited

partnership organized

under the laws of the

State of Delaware

	 	And
	 	PAXSON COMMUNICATION

CORPORATION, a

corporation organized

under the laws of the

State of Delaware (the

“Company”), and each of

its subsidiaries listed

in Annex A to the

Schedule hereto, as

amended from time to time

(each a “Subsidiary”, the

Company and each

Subsidiary, each a

“Counterparty” and

collectively the

“Counterparties”)






have entered and/or anticipate entering into one or more transactions (each a “Transaction”)
that are or will



be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the
documents



and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming
those



Transactions.



Accordingly, the parties agree as follows:—



1. Interpretation



(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein



specified for the purpose of this Master Agreement.



(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the



other provisions of this Master Agreement, the Schedule will prevail. In the event of any
inconsistency



between the provisions of any Confirmation and this Master Agreement (including the Schedule), such



Confirmation will prevail for the purpose of the relevant Transaction.



(c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master



Agreement and all Confirmations form a single agreement between the parties (collectively referred
to as



this “Agreement”), and the parties would not otherwise enter into any Transactions.



2. Obligations



(a) General Conditions.




(i) Each party will make each payment or delivery specified in each Confirmation to be made
by




it, subject to the other provisions of this Agreement.




(ii) Payments under this Agreement will be made on the due date for value on that date in
the place




of the account specified in the relevant Confirmation or otherwise pursuant to this
Agreement, in




freely transferable funds and in the manner customary for payments in the required
currency. Where




settlement is by delivery (that is, other than by payment), such delivery will be made for
receipt on




the due date in the manner customary for the relevant obligation unless otherwise specified
in the




relevant Confirmation or elsewhere in this Agreement.




(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent




that no Event of Default or Potential Event of Default with respect to the other party has
occurred




and is continuing, (2) the condition precedent that no Early Termination Date in respect of
the




relevant Transaction has occurred or been effectively designated and (3) each other
applicable




condition precedent specified in this Agreement.



(b) Change of Account. Either party may change its account for receiving a payment or delivery by



giving notice to the other party at least five Local Business Days prior to the scheduled date for
the payment



or delivery to which such change applies unless such other party gives timely notice of a
reasonable objection



to such change.



(c) Netting. If on any date amounts would otherwise be payable:—




(i) in the same currency; and




(ii) in respect of the same Transaction,



by each party to the other, then, on such date, each party’s obligation to make payment of any such
amount



will be automatically satisfied and discharged and, if the aggregate amount that would otherwise
have been



payable by one party exceeds the aggregate amount that would otherwise have been payable by the
other



party, replaced by an obligation upon the party by whom the larger aggregate amount would have been



payable to pay to the other party the excess of the larger aggregate amount over the smaller
aggregate amount.



The parties may elect in respect of two or more Transactions that a net amount will be determined
in respect



of all amounts payable on the same date in the same currency in respect of such Transactions,
regardless of



whether such amounts are payable in respect of the same Transaction. The election may be made in
the



Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the
Transactions



identified as being subject to the election, together with the starting date (in which case
subparagraph (ii)



above will not, or will cease to, apply to such Transactions from such date). This election may be
made



separately for different groups of Transactions and will apply separately to each pairing of
Offices through



which the parties make and receive payments or deliveries.



(d) Deduction or Withholding for Tax.




(i) Gross-Up. All payments under this Agreement will be made without any deduction or




withholding for or on account of any Tax unless such deduction or withholding is required by
any




applicable law, as modified by the practice of any relevant governmental revenue authority,
then in




effect. If a party is so required to deduct or withhold, then that party (“X”) will:—




(1) promptly notify the other party (“Y”) of such requirement;




(2) pay to the relevant authorities the full amount required to be deducted or
withheld




(including the full amount required to be deducted or withheld from any additional
amount




paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that
such




deduction or withholding is required or receiving notice that such amount has been
assessed




against Y;




(3) promptly forward to Y an official receipt (or a certified copy), or other
documentation




reasonably acceptable to Y, evidencing such payment to such authorities; and




(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
Y is




otherwise entitled under this Agreement, such additional amount as is necessary to
ensure that




the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether
assessed




against X or Y) will equal the full amount Y would have received had no such deduction
or




withholding been required. However, X will not be required to pay any additional
amount to




Y to the extent that it would not be required to be paid but for:—




(A) the failure by Y to comply with or perform any agreement contained in




Section 4(a)(i), 4(a)(iii) or 4(d); or




(B) the failure of a representation made by Y pursuant to Section 3(f) to be
accurate and




true unless such failure would not have occurred but for (I) any action taken by
a taxing




authority, or brought in a court of competent jurisdiction, on or after the date
on which a




Transaction is entered into (regardless of whether such action is taken or
brought with



	 	 	 
	(ii)

	 	respect to a party to this Agreement) or (II) a Change in Tax Law.

Liability. If:—







(1) X is required by any applicable law, as modified by the practice of any relevant




governmental revenue authority, to make any deduction or withholding in respect of
which X




would not be required to pay an additional amount to Y under Section 2(d)(i)(4);




(2) X does not so deduct or withhold; and




(3) a liability resulting from such Tax is assessed directly against X,




then, except to the extent Y has satisfied or then satisfies the liability resulting from
such Tax, Y




will promptly pay to X the amount of such liability (including any related liability for
interest, but




including any related liability for penalties only if Y has failed to comply with or
perform any




agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).



(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early



Termination Date in respect of the relevant Transaction, a party that defaults in the performance
of any



payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to
pay interest



(before as well as after judgment) on the overdue amount to the other party on demand in the same
currency



as such overdue amount, for the period from (and including) the original due date for payment to
(but



excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the
basis of



daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective
designation



of an Early Termination Date in respect of the relevant Transaction, a party defaults in the
performance of



any obligation required to be settled by delivery, it will compensate the other party on demand if
and to the



extent provided for in the relevant Confirmation or elsewhere in this Agreement.



3. Representations



Each party represents to the other party (which representations will be deemed to be repeated by
each party



on each date on which a Transaction is entered into and, in the case of the representations in
Section 3(f), at



all times until the termination of this Agreement) that:—



(a) Basic Representations.




(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of
its




organisation or incorporation and, if relevant under such laws, in good standing;




(ii) Powers. It has the power to execute this Agreement and any other documentation
relating to




this Agreement to which it is a party, to deliver this Agreement and any other
documentation relating




to this Agreement that it is required by this Agreement to deliver and to perform its
obligations




under this Agreement and any obligations it has under any Credit Support Document to which
it is




a party and has taken all necessary action to authorise such execution, delivery and
performance;




(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or
conflict




with any law applicable to it, any provision of its constitutional documents, any order or
judgment




of any court or other agency of government applicable to it or any of its assets or any
contractual




restriction binding on or affecting it or any of its assets;




(iv) Consents. All governmental and other consents that are required to have been obtained
by it




with respect to this Agreement or any Credit Support Document to which it is a party have
been




obtained and are in full force and effect and all conditions of any such consents have been
complied




with; and




(v) Obligations Binding. Its obligations under this Agreement and any Credit Support
Document




to which it is a party constitute its legal, valid and binding obligations, enforceable in
accordance




with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency,




moratorium or similar laws affecting creditors’ rights generally and subject, as to
enforceability, to




equitable principles of general application (regardless of whether enforcement is sought in
a




proceeding in equity or at law)).



(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its
knowledge,



Termination Event with respect to it has occurred and is continuing and no such event or
circumstance would



occur as a result of its entering into or performing its obligations under this Agreement or any
Credit Support



Document to which it is a party.



(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any
of its



Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body,



agency or official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of



this Agreement or any Credit Support Document to which it is a party or its ability to perform its
obligations



under this Agreement or such Credit Support Document.



(d) Accuracy of Specified Information. All applicable information that is furnished in writing by
or on



behalf of it to the other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of



the date of the information, true, accurate and complete in every material respect.



(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for



the purpose of this Section 3(e) is accurate and true.



(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it
for



the purpose of this Section 3(f) is accurate and true.



4. Agreements



Each party agrees with the other that, so long as either party has or may have any obligation under
this



Agreement or under any Credit Support Document to which it is a party:—



(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under



subparagraph (iii) below, to such government or taxing authority as the other party reasonably
directs:—




(i) any forms, documents or certificates relating to taxation specified in the Schedule or
any



	 	 	 
	Confirmation;

(ii)

	 	

any other documents specified in the Schedule or any Confirmation; and







(iii) upon reasonable demand by such other party, any form or document that may be required
or




reasonably requested in writing in order to allow such other party or its Credit Support
Provider to




make a payment under this Agreement or any applicable Credit Support Document without any




deduction or withholding for or on account of any Tax or with such deduction or withholding
at a




reduced rate (so long as the completion, execution or submission of such form or document
would




not materially prejudice the legal or commercial position of the party in receipt of such
demand),




with any such form or document to be accurate and completed in a manner reasonably
satisfactory




to such other party and to be executed and to be delivered with any reasonably required
certification,



in each case by the date specified in the Schedule or such Confirmation or, if none is specified,
as soon as



reasonably practicable.



(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and
effect all



consents of any governmental or other authority that are required to be obtained by it with respect
to this



Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts
to obtain



any that may become necessary in the future.



(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders
to



which it may be subject if failure so to comply would materially impair its ability to perform its
obligations



under this Agreement or any Credit Support Document to which it is a party.



(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section
3(f)



to be accurate and true promptly upon learning of such failure.



(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon



it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is
incorporated,



organised, managed and controlled, or considered to have its seat, or in which a branch or office
through



which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will
indemnify



the other party against any Stamp Tax levied or imposed upon the other party or in respect of the
other party’s



execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a
Stamp



Tax Jurisdiction with respect to the other party.



5. Events of Default and Termination Events



(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any
Credit



Support Provider of such party or any Specified Entity of such party of any of the following events
constitutes



an event of default (an “Event of Default”) with respect to such party:—




(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under
this




Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such
failure is not




remedied on or before the third Local Business Day after notice of such failure is given to
the party;



(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or



obligation (other than an obligation to make any payment under this Agreement or delivery
under



Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
obligation



under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
in accordance



with this Agreement if such failure is not remedied on or before the thirtieth day after
notice of



	 	 	 
	such failure is given to the party;

	 
	 	 
	(iii)

	 	Credit Support Default.







(1) Failure by the party or any Credit Support Provider of such party to comply with
or




perform any agreement or obligation to be complied with or performed by it in
accordance




with any Credit Support Document if such failure is continuing after any applicable
grace




period has elapsed;




(2) the expiration or termination of such Credit Support Document or the failing or
ceasing




of such Credit Support Document to be in full force and effect for the purpose of this
Agreement




(in either case other than in accordance with its terms) prior to the satisfaction of
all obligations




of such party under each Transaction to which such Credit Support Document relates
without




the written consent of the other party; or




(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or
rejects, in




whole or in part, or challenges the validity of, such Credit Support Document;



(iv) Misrepresentation. A representation (other than a representation under Section 3(e)
or (f))



made or repeated or deemed to have been made or repeated by the party or any Credit
Support



Provider of such party in this Agreement or any Credit Support Document proves to have
been



incorrect or misleading in any material respect when made or repeated or deemed to have
been made



or repeated;



(v) Default under Specified Transaction. The party, any Credit Support Provider of such
party or



any applicable Specified Entity of such party (1) defaults under a Specified Transaction
and, after



giving effect to any applicable notice requirement or grace period, there occurs a
liquidation of, an acceleration of obligations under, or an early termination of, that
Specified Transaction, (2) defaults,



after giving effect to any applicable notice requirement or grace period, in making any
payment or



delivery due on the last payment, delivery or exchange date of, or any payment on early
termination



of, a Specified Transaction (or such default continues for at least three Local Business
Days if there



is no applicable notice requirement or grace period) or (3) disaffirms, disclaims,
repudiates or



rejects, in whole or in part, a Specified Transaction (or such action is taken by any
person or entity



appointed or empowered to operate it or act on its behalf);



(vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the
party, the



occurrence or existence of (1) a default, event of default or other similar condition or
event (however



1



described) in respect of such party, any Credit Support Provider of such party or any
applicable



Specified Entity of such party under one or more agreements or instruments relating to
Specified



Indebtedness of any of them (individually or collectively) in an aggregate amount of not
less than



the applicable Threshold Amount (as specified in the Schedule) which has resulted in such
Specified



Indebtedness becoming, or becoming capable at such time of being declared, due and
payable under



such agreements or instruments, before it would otherwise have been due and payable or
(2) a default



by such party, such Credit Support Provider or such Specified Entity (individually or
collectively)



in making one or more payments on the due date thereof in an aggregate amount of not less
than the



applicable Threshold Amount under such agreements or instruments (after giving effect to
any



applicable notice requirement or grace period);



(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable
Specified



Entity of such party:—



(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2) becomes



insolvent or is unable to pay its debts or fails or admits in writing its inability
generally to pay



its debts as they become due; (3) makes a general assignment, arrangement or
composition



with or for the benefit of its creditors; (4) institutes or has instituted against
it a proceeding



seeking a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or



insolvency law or other similar law affecting creditors’ rights, or a petition is
presented for its



winding-up or liquidation, and, in the case of any such proceeding or petition
instituted or



presented against it, such proceeding or petition (A) results in a judgment of
insolvency or



bankruptcy or the entry of an order for relief or the making of an order for its
winding-up or



liquidation or (B) is not dismissed, discharged, stayed or restrained in each case
within 30 days



of the institution or presentation thereof; (5) has a resolution passed for its
winding-up, official



management or liquidation (other than pursuant to a consolidation, amalgamation or
merger);



(6) seeks or becomes subject to the appointment of an administrator, provisional
liquidator,



conservator, receiver, trustee, custodian or other similar official for it or for
all or substantially



all its assets; (7) has a secured party take possession of all or substantially all
its assets or has



a distress, execution, attachment, sequestration or other legal process levied,
enforced or sued



on or against all or substantially all its assets and such secured party maintains
possession, or



any such process is not dismissed, discharged, stayed or restrained, in each case
within 30 days



thereafter; (8) causes or is subject to any event with respect to it which, under
the applicable



laws of any jurisdiction, has an analogous effect to any of the events specified in
clauses (1)



to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its
consent to, approval



	 	 	 
	of, or acquiescence in, any of the foregoing acts; or

	 
	 	 
	(viii)

	 	Merger Without Assumption. The party or any Credit Support Provider of such party







consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets




to, another entity and, at the time of such consolidation, amalgamation, merger or
transfer:—




(1) the resulting, surviving or transferee entity fails to assume all the obligations
of such party




or such Credit Support Provider under this Agreement or any Credit Support Document to




which it or its predecessor was a party by operation of law or pursuant to an
agreement




reasonably satisfactory to the other party to this Agreement; or




(2) the benefits of any Credit Support Document fail to extend (without the consent of
the




other party) to the performance by such resulting, surviving or transferee entity of
its obligations




under this Agreement.



(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any
Credit



Support Provider of such party or any Specified Entity of such party of any event specified below
constitutes



an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax



Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a
Credit Event



2



Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if
the event



is specified pursuant to (v) below:—




(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date
on which




a Transaction is entered into, or due to the promulgation of, or any change in, the
interpretation by




any court, tribunal or regulatory authority with competent jurisdiction of any applicable
law after




such date, it becomes unlawful (other than as a result of a breach by the party of Section
4(b)) for




such party (which will be the Affected Party):—




(1) to perform any absolute or contingent obligation to make a payment or delivery or
to




receive a payment or delivery in respect of such Transaction or to comply with any
other




material provision of this Agreement relating to such Transaction; or




(2) to perform, or for any Credit Support Provider of such party to perform, any
contingent




or other obligation which the party (or such Credit Support Provider) has under any
Credit




Support Document relating to such Transaction;



(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court
of competent



jurisdiction, on or after the date on which a Transaction is entered into (regardless of
whether such



action is taken or brought with respect to a party to this Agreement) or (y) a Change in
Tax Law,



the party (which will be the Affected Party) will, or there is a substantial likelihood
that it will, on



the next succeeding Scheduled Payment Date (1) be required to pay to the other party an
additional



amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of
interest



under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is
required to



be deducted or withheld for or on account of a Tax (except in respect of interest under
Section 2(e),



6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax
under



Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));



(iii) Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding
Scheduled



Payment Date will either (1) be required to pay an additional amount in respect of an
Indemnifiable



Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
or 6(e)) or



(2) receive a payment from which an amount has been deducted or withheld for or on
account of



any Indemnifiable Tax in respect of which the other party is not required to pay an
additional amount



(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
party



consolidating or amalgamating with, or merging with or into, or transferring all or
substantially all



its assets to, another entity (which will be the Affected Party) where such action does
not constitute



an event described in Section 5(a)(viii);




(iv) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as
applying




to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified
Entity of X




consolidates or amalgamates with, or merges with or into, or transfers all or substantially
all its assets




to, another entity and such action does not constitute an event described in Section
5(a)(viii) but the




creditworthiness of the resulting, surviving or transferee entity is materially weaker than
that of X, such




Credit Support Provider or such Specified Entity, as the case may be, immediately prior to
such action




(and, in such event, X or its successor or transferee, as appropriate, will be the Affected
Party); or




(v) Additional Termination Event. If any “Additional Termination Event” is specified in the




Schedule or any Confirmation as applying, the occurrence of such event (and, in such event,
the




Affected Party or Affected Parties shall be as specified for such Additional Termination
Event in




the Schedule or such Confirmation).



(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute
or



give rise to an Event of Default also constitutes an Illegality, it will be treated as an
Illegality and will not



constitute an Event of Default.



3



6. Early Termination



(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect
to



a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the
“Non-defaulting



Party”) may, by not more than 20 days’ notice to the Defaulting Party specifying the relevant
Event of Default,



designate a day not earlier than the day such notice is effective as an Early Termination Date in
respect of



all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the
Schedule as



applying to a party, then an Early Termination Date in respect of all outstanding Transactions
will occur



immediately upon the occurrence with respect to such party of an Event of Default specified in



Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
immediately



preceding the institution of the relevant proceeding or the presentation of the relevant petition
upon the



occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or,
to the extent



analogous thereto, (8).



(b) Right to Terminate Following Termination Event.




(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming
aware of




it, notify the other party, specifying the nature of that Termination Event and each
Affected Transaction




and will also give such other information about that Termination Event as the other party
may reasonably




require.




(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1)
or a Tax




Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and
the




Burdened Party is the Affected Party, the Affected Party will, as a condition to its right
to designate




an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will
not require




such party to incur a loss, excluding immaterial, incidental expenses) to transfer within
20 days after




it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement
in respect of




the Affected Transactions to another of its Offices or Affiliates so that such Termination
Event




ceases to exist.




If the Affected Party is not able to make such a transfer it will give notice to the other
party to that




effect within such 20 day period, whereupon the other party may effect such a transfer
within




30 days after the notice is given under Section 6(b)(i).




Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional
upon the




prior written consent of the other party, which consent will not be withheld if such other
party’s




policies in effect at such time would permit it to enter into transactions with the
transferee on the




terms proposed.




(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs
and there are two Affected Parties, each party will use all reasonable efforts to reach
agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to
avoid that Termination Event.




(iv) Right to Terminate. If:—




(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the
case may




be, has not been effected with respect to all Affected Transactions within 30 days
after an




Affected Party gives notice under Section 6(b)(i); or




(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an
Additional




Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is
not




the Affected Party,




either party in the case of an Illegality, the Burdened Party in the case of a Tax Event
Upon Merger,




any Affected Party in the case of a Tax Event or an Additional Termination Event if there
is more




than one Affected Party, or the party which is not the Affected Party in the case of a
Credit Event




Upon Merger or an Additional Termination Event if there is only one Affected Party may, by
not




more than 20 days notice to the other party and provided that the relevant Termination
Event is then



4




continuing, designate a day not earlier than the day such notice is effective as an Early
Termination




Date in respect of all Affected Transactions.



(c) Effect of Designation.




(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the
Early




Termination Date will occur on the date so designated, whether or not the relevant Event of
Default



	 	 	 
	or Termination Event is then continuing.

	 
	 	 
	(ii)

	 	Upon the occurrence or effective designation of an Early Termination Date, no further







payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated
Transactions will




be required to be made, but without prejudice to the other provisions of this Agreement.
The amount,




if any, payable in respect of an Early Termination Date shall be determined pursuant to
Section 6(e).



(d) Calculations.




(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early




Termination Date, each party will make the calculations on its part, if any, contemplated
by Section 6(e)




and will provide to the other party a statement (1) showing, in reasonable detail, such
calculations




(including all relevant quotations and specifying any amount payable under Section 6(e))
and (2) giving




details of the relevant account to which any amount payable to it is to be paid. In the
absence of written




confirmation from the source of a quotation obtained in determining a Market Quotation, the
records of




the party obtaining such quotation will be conclusive evidence of the existence and
accuracy of such




quotation.




(ii) Payment Date. An amount calculated as being due in respect of any Early Termination
Date




under Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the




case of an Early Termination Date which is designated or occurs as a result of an Event of
Default)




and on the day which is two Local Business Days after the day on which notice of the amount
payable




is effective (in the case of an Early Termination Date which is designated as a result of a
Termination




Event). Such amount will be paid together with (to the extent permitted under applicable
law)




interest thereon (before as well as after judgment) in the Termination Currency, from (and
including)




the relevant Early Termination Date to (but excluding) the date such amount is paid, at the




Applicable Rate. Such interest will be calculated on the basis of daily compounding and the
actual




number of days elapsed.



(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions



shall apply based on the parties’ election in the Schedule of a payment measure, either “Market
Quotation”



or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties
fail to



designate a payment measure or payment method in the Schedule, it will be deemed that “Market
Quotation”



or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of
an Early



Termination Date and determined pursuant to this Section will be subject to any Set-off.




(i) Events of Default. If the Early Termination Date results from an Event of Default:—




(1) First Method and Market Quotation. If the First Method and Market Quotation apply,
the




Defaulting Party will pay to the Non-defaulting Party the excess, if a positive
number, of (A) the




sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of
the




Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts
owing




to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid
Amounts




owing to the Defaulting Party.




(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party
will pay




to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in
respect




of this Agreement.




(3) Second Method and Market Quotation. If the Second Method and Market Quotation
apply,




an amount will be payable equal to (A) the sum of the Settlement Amount (determined by
the



5




Non-defaulting Party) in respect of the Terminated Transactions and the Termination
Currency




Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the
Termination




Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that
amount is




a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it
is a negative




number, the Non-defaulting Party will pay the absolute value of that amount to the
Defaulting




Party.




(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be
payable




equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount
is a




positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it
is a negative




number, the Non-defaulting Party will pay the absolute value of that amount to the
Defaulting



	 	 	 
	(ii)

	 	Party.

Termination Events. If the Early Termination Date results from a Termination Event:—







(1) One Affected Party. If there is one Affected Party, the amount payable will be
determined




in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section
6(e)(i)(4), if Loss




applies, except that, in either case, references to the Defaulting Party and to the
Non-defaulting




Party will be deemed to be references to the Affected Party and the party which is not
the




Affected Party, respectively, and, if Loss applies and fewer than all the Transactions
are being




terminated, Loss shall be calculated in respect of all Terminated Transactions.




(2) Two Affected Parties. If there are two Affected Parties:—




(A) if Market Quotation applies, each party will determine a Settlement Amount in




respect of the Terminated Transactions, and an amount will be payable equal to
(I) the




sum of (a) one-half of the difference between the Settlement Amount of the party
with




the higher Settlement Amount (“X”) and the Settlement Amount of the party with
the




lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the




Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the
Unpaid




Amounts owing to Y; and




(B) if Loss applies, each party will determine its Loss in respect of this
Agreement (or,




if fewer than all the Transactions are being terminated, in respect of all
Terminated




Transactions) and an amount will be payable equal to one-half of the difference
between




the Loss of the party with the higher Loss (“X”) and the Loss of the party with
the lower




Loss (“Y”).




If the amount payable is a positive number, Y will pay it to X; if it is a negative
number, X



	 	 	 
	(iii)

	 	will pay the absolute value of that amount to Y.

Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs







because “Automatic Early Termination” applies in respect of a party, the amount determined
under




this Section 6(e) will be subject to such adjustments as are appropriate and permitted by
law to




reflect any payments or deliveries made by one party to the other under this Agreement (and
retained




by such other party) during the period from the relevant Early Termination Date to the date
for




payment determined under Section 6(d)(ii).




(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable
under




this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is
payable for




the loss of bargain and the loss of protection against future risks and except as otherwise
provided




in this Agreement neither party will be entitled to recover any additional damages as a
consequence




of such losses.



6



7. Transfer



Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this
Agreement



may be transferred (whether by way of security or otherwise) by either party without the prior
written consent



of the other party, except that:—



(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation



with, or merger with or into, or transfer of all or substantially all its assets to, another entity
(but without



prejudice to any other right or remedy under this Agreement); and



(b) a party may make such a transfer of all or any part of its interest in any amount payable to it
from



a Defaulting Party under Section 6(e).



Any purported transfer that is not in compliance with this Section will be void.



8. Contractual Currency



(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the



relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To
the extent



permitted by applicable law, any obligation to make payments under this Agreement in the
Contractual



Currency will not be discharged or satisfied by any tender in any currency other than the
Contractual



Currency, except to the extent such tender results in the actual receipt by the party to which
payment is owed,



acting in a reasonable manner and in good faith in converting the currency so tendered into the
Contractual



Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this
Agreement.



If for any reason the amount in the Contractual Currency so received falls short of the amount in
the



Contractual Currency payable in respect of this Agreement, the party required to make the payment
will, to



the extent permitted by applicable law, immediately pay such additional amount in the Contractual
Currency



as may be necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency



so received exceeds the amount in the Contractual Currency payable in respect of this Agreement,
the party



receiving the payment will refund promptly the amount of such excess.



(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a



currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in
respect



of this Agreement, (ii) for the payment of any amount relating to any early termination in respect
of this



Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount
described



in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to
which such



party is entitled pursuant to the judgment or order, will be entitled to receive immediately from
the other



party the amount of any shortfall of the Contractual Currency received by such party as a
consequence of



sums paid in such other currency and will refund promptly to the other party any excess of the
Contractual



Currency received by such party as a consequence of sums paid in such other currency if such
shortfall or



such excess arises or results from any variation between the rate of exchange at which the
Contractual



Currency is converted into the currency of the judgment or order for the purposes of such judgment
or order



and the rate of exchange at which such party is able, acting in a reasonable manner and in good
faith in



converting the currency received into the Contractual Currency, to purchase the Contractual
Currency with



the amount of the currency of the judgment or order actually received by such party. The term “rate
of



exchange” includes, without limitation, any premiums and costs of exchange payable in connection
with the



purchase of or conversion into the Contractual Currency.



(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute



separate and independent obligations from the other obligations in this Agreement, will be
enforceable as



separate and independent causes of action, will apply notwithstanding any indulgence granted by the
party



to which any payment is owed and will not be affected by judgment being obtained or claim or proof
being



made for any other sums payable in respect of this Agreement.



(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to
demonstrate



that it would have suffered a loss had an actual exchange or purchase been made.



7



9. Miscellaneous



(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the
parties



with respect to its subject matter and supersedes all oral communication and prior writings with
respect



thereto.



(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective



unless in writing (including a writing evidenced by a facsimile transmission) and executed by each
of the



parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging
system.



(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations
of the



parties under this Agreement will survive the termination of any Transaction.



(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and



privileges provided in this Agreement are cumulative and not exclusive of any rights, powers,
remedies



and privileges provided by law.



(e) Counterparts and Confirmations.




(i) This Agreement (and each amendment, modification and waiver in respect of it) may be




executed and delivered in counterparts (including by facsimile transmission), each of which
will be




deemed an original.




(ii) The parties intend that they are legally bound by the terms of each Transaction from
the moment




they agree to those terms (whether orally or otherwise). A Confirmation shall be entered
into as




soon as practicable and may be executed and delivered in counterparts (including by
facsimile




transmission) or be created by an exchange of telexes or by an exchange of electronic
messages on




an electronic messaging system, which in each case will be sufficient for all purposes to
evidence




a binding supplement to this Agreement. The parties will specify therein or through another
effective




means that any such counterpart, telex or electronic message constitutes a Confirmation.



(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect
of this



Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any
right, power



or privilege will not be presumed to preclude any subsequent or further exercise, of that right,
power or



privilege or the exercise of any other right, power or privilege.



(g) Headings. The headings used in this Agreement are for convenience of reference only and are not



to affect the construction of or to be taken into consideration in interpreting this Agreement.



10. Offices; Multibranch Parties



(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a
Transaction



through an Office other than its head or home office represents to the other party that,
notwithstanding the



place of booking office or jurisdiction of incorporation or organisation of such party, the
obligations of such



party are the same as if it had entered into the Transaction through its head or home office. This
representation



will be deemed to be repeated by such party on each date on which a Transaction is entered into.



(b) Neither party may change the Office through which it makes and receives payments or deliveries



for the purpose of a Transaction without the prior written consent of the other party.



(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make



and receive payments or deliveries under any Transaction through any Office listed in the Schedule,
and the



Office through which it makes and receives payments or deliveries with respect to a Transaction
will be



specified in the relevant Confirmation.



11. Expenses



A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all



reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party
by



reason of the enforcement and protection of its rights under this Agreement or any Credit Support
Document



8



to which the Defaulting Party is a party or by reason of the early termination of any Transaction,
including,



but not limited to, costs of collection.



12. Notices



(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in
any



manner set forth below (except that a notice or other communication under Section 5 or 6 may not be
given



by facsimile transmission or electronic messaging system) to the address or number or in accordance
with



the electronic messaging system details provided (see the Schedule) and will be deemed effective as



indicated:—




(i) if in writing and delivered in person or by courier, on the date it is delivered;




(ii) if sent by telex, on the date the recipient’s answerback is received;




(iii) if sent by facsimile transmission, on the date that transmission is received by a
responsible




employee of the recipient in legible form (it being agreed that the burden of proving
receipt will be



	 	 	 
	on the sender and will not be met by a transmission report generated by the sender’s facsimile

	 
	 	 
	machine);

(iv)

	 	

if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt







requested), on the date that mail is delivered or its delivery is attempted; or




(v) if sent by electronic messaging system, on the date that electronic message is
received,



unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a
Local Business



Day or that communication is delivered (or attempted) or received, as applicable, after the close
of business



on a Local Business Day, in which case that communication shall be deemed given and effective on
the first



following day that is a Local Business Day.



(b) Change of Addresses. Either party may by notice to the other change the address, telex or
facsimile



number or electronic messaging system details at which notices or other communications are to be
given to



it.



13. Governing Law and Jurisdiction



(a) Governing Law. This Agreement will be governed by and construed in accordance with the law



specified in the Schedule.



(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement



(“Proceedings”), each party irrevocably:—




(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be
governed




by English law, or to the non-exclusive jurisdiction of the courts of the State of New York
and the




United States District Court located in the Borough of Manhattan in New York City, if this




Agreement is expressed to be governed by the laws of the State of New York; and




(ii) waives any objection which it may have at any time to the laying of venue of any
Proceedings




brought in any such court, waives any claim that such Proceedings have been brought in an




inconvenient forum and further waives the right to object, with respect to such
Proceedings, that




such court does not have any jurisdiction over such party.



Nothing in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction



(outside, if this Agreement is expressed to be governed by English law, the Contracting States, as
defined



in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or



re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one
or more



jurisdictions preclude the bringing of Proceedings in any other jurisdiction.



(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified
opposite



its name in the Schedule to receive, for it and on its behalf, service of process in any
Proceedings. If for any



9



reason any party’s Process Agent is unable to act as such, such party will promptly notify the
other party



and within 30 days appoint a substitute process agent acceptable to the other party. The parties
irrevocably



consent to service of process given in the manner provided for notices in Section 12. Nothing in
this



Agreement will affect the right of either party to serve process in any other manner permitted by
law.



(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by
applicable



law, with respect to itself and its revenues and assets (irrespective of their use or intended
use), all immunity



on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief



by way of injunction, order for specific performance or for recovery of property, (iv) attachment
of its assets



(whether before or after judgment) and (v) execution or enforcement of any judgment to which it or
its



revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction
and



irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such
immunity in any



Proceedings.



14. Definitions



As used in this Agreement:—



“Additional Termination Event” has the meaning specified in Section 5(b).



“Affected Party” has the meaning specified in Section 5(b).



“Affected Transactions” means (a) with respect to any Termination Event consisting of an
Illegality, Tax



Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination
Event



and (b) with respect to any other Termination Event, all Transactions.



“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled,
directly or



indirectly, by the person, any entity that controls, directly or indirectly, the person or any
entity directly or



indirectly under common control with the person. For this purpose, “control” of any entity or
person means



ownership of a majority of the voting power of the entity or person.



“Applicable Rate” means:—



(a) in respect of obligations payable or deliverable (or which would have been but for Section
2(a)(iii))



by a Defaulting Party, the Default Rate;



(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after
the date



(determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;



(c) in respect of all other obligations payable or deliverable (or which would have been but for



Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and



(d) in all other cases, the Termination Rate.



“Burdened Party” has the meaning specified in Section 5(b).



“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change
in or



amendment to, any law (or in the application or official interpretation of any law) that occurs on
or after the



date on which the relevant Transaction is entered into.



“consent” includes a consent, approval, action, authorisation, exemption, notice, filing,
registration or



exchange control consent.



“Credit Event Upon Merger” has the meaning specified in Section 5(b).



“Credit Support Document” means any agreement or instrument that is specified as such in this
Agreement.



“Credit Support Provider” has the meaning specified in the Schedule.



“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual
cost) to



the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus
1% per annum.



10



“Defaulting Party” has the meaning specified in Section 6(a).



“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).



“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.



“Illegality” has the meaning specified in Section 5(b).



“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a
payment



under this Agreement but for a present or former connection between the jurisdiction of the
government or



taxation authority imposing such Tax and the recipient of such payment or a person related to such
recipient



(including, without limitation, a connection arising from such recipient or related person being or
having



been a citizen or resident of such jurisdiction, or being or having been organised, present or
engaged in a



trade or business in such jurisdiction, or having or having had a permanent establishment or fixed
place of



business in such jurisdiction, but excluding a connection arising solely from such recipient or
related person



having executed, delivered, performed its obligations or received a payment under, or enforced,
this



Agreement or a Credit Support Document).



“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the
practice of



any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed
accordingly.



“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for



business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to
any



obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not
so specified,



as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or
incorporated



by reference, in this Agreement, (b) in relation to any other payment, in the place where the
relevant account



is located and, if different, in the principal financial centre, if any, of the currency of such
payment, (c) in



relation to any notice or other communication, including notice contemplated under Section 5(a)(i),
in the



city specified in the address for notice provided by the recipient and, in the case of a notice
contemplated



by Section 2(b), in the place where the relevant new account is to be located and (d) in relation
to



Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified
Transaction.



“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case
may be, and



a party, the Termination Currency Equivalent of an amount that party reasonably determines in good
faith to be



its total losses and costs (or gain, in which case expressed as a negative number) in connection
with this Agreement



or that Terminated Transaction or group of Terminated Transactions, as the case may be, including
any loss of



bargain, cost of funding or, at the election of such party but without duplication, loss or cost
incurred as a result



of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain



resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or
delivery



required to have been made (assuming satisfaction of each applicable condition precedent) on or
before the



relevant Early Termination Date and not made, except, so as to avoid duplication, if Section
6(e)(i)(1) or (3) or



6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses
referred to under



Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that
is not reasonably



practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need
not) determine



its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in
the relevant



markets.



“Market Quotation” means, with respect to one or more Terminated Transactions and a party making
the



determination, an amount determined on the basis of quotations from Reference Market-makers. Each



quotation will be for an amount, if any, that would be paid to such party (expressed as a negative
number)



or by such party (expressed as a positive number) in consideration of an agreement between such
party (taking



into account any existing Credit Support Document with respect to the obligations of such party)
and the



quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that
would



have the effect of preserving for such party the economic equivalent of any payment or delivery
(whether



the underlying obligation was absolute or contingent and assuming the satisfaction of each
applicable



condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group



of Terminated Transactions that would, but for the occurrence of the relevant Early Termination
Date, have



11



been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated
Transaction or



group of Terminated Transactions are to be excluded but, without limitation, any payment or
delivery that



would, but for the relevant Early Termination Date, have been required (assuming satisfaction of
each



applicable condition precedent) after that Early Termination Date is to be included. The
Replacement



Transaction would be subject to such documentation as such party and the Reference Market-maker
may, in



good faith, agree. The party making the determination (or its agent) will request each Reference



Market-maker to provide its quotation to the extent reasonably practicable as of the same day and
time



(without regard to different time zones) on or as soon as reasonably practicable after the relevant
Early



Termination Date. The day and time as of which those quotations are to be obtained will be selected
in good



faith by the party obliged to make a determination under Section 6(e), and, if each party is so
obliged, after



consultation with the other. If more than three quotations are provided, the Market Quotation will
be the



arithmetic mean of the quotations, without regard to the quotations having the highest and lowest
values. If



exactly three such quotations are provided, the Market Quotation will be the quotation remaining
after



disregarding the highest and lowest quotations. For this purpose, if more than one quotation has
the same



highest value or lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations



are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction
or group



of Terminated Transactions cannot be determined.



“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any
actual cost)



to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.



“Non-defaulting Party” has the meaning specified in Section 6(a).



“Office” means a branch or office of a party, which may be such party’s head or home office.



“Potential Event of Default” means any event which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default.



“Reference Market-makers” means four leading dealers in the relevant market selected by the party



determining a Market Quotation in good faith (a) from among dealers of the highest credit standing
which



satisfy all the criteria that such party applies generally at the time in deciding whether to offer
or to make



an extension of credit and (b) to the extent practicable, from among such dealers having an office
in the same



city.



“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is



incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office
through



which the party is acting for purposes of this Agreement is located, (c) in which the party
executes this



Agreement and (d) in relation to any payment, from or through which such payment is made.



“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section
2(a)(i)



with respect to a Transaction.



“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or
similar right



or requirement to which the payer of an amount under Section 6 is entitled or subject (whether
arising under



this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on,
such



payer.



“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:—



(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for
each



Terminated Transaction or group of Terminated Transactions for which a Market Quotation is
determined;



and



(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts)
for



each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot
be



determined or would not (in the reasonable belief of the party making the determination) produce a



commercially reasonable result.



“Specified Entity” has the meaning specified in the Schedule.



12



“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future,



contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.



“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement
with respect



thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit
Support



Provider of such party or any applicable Specified Entity of such party) and the other party to
this Agreement (or



any Credit Support Provider of such other party or any applicable Specified Entity of such other
party) which is



a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option,
equity or



equity index swap, equity or equity index option, bond option, interest rate option, foreign
exchange transaction,



cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency
rate swap



transaction, currency option or any other similar transaction (including any option with respect to
any of these



transactions), (b) any combination of these transactions and (c) any other transaction identified
as a Specified



Transaction in this Agreement or the relevant confirmation.



“Stamp Tax” means any stamp, registration, documentation or similar tax.



“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature
(including



interest, penalties and additions thereto) that is imposed by any government or other taxing
authority in



respect of any payment under this Agreement other than a stamp, registration, documentation or
similar tax.



“Tax Event” has the meaning specified in Section 5(b).



“Tax Event Upon Merger” has the meaning specified in Section 5(b).



“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a



Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all
Transactions



(in either case) in effect immediately before the effectiveness of the notice designating that
Early Termination



Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination
Date).



“Termination Currency” has the meaning specified in the Schedule.



“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination



Currency, such Termination Currency amount and, in respect of any amount denominated in a currency
other



than the Termination Currency (the “Other Currency”), the amount in the Termination Currency
determined



by the party making the relevant determination as being required to purchase such amount of such
Other



Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss
(as the case



may be), is determined as of a later date, that later date, with the Termination Currency at the
rate equal to



the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase
of such



Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such
foreign



exchange agent is located) on such date as would be customary for the determination of such a rate
for the



purchase of such Other Currency for value on the relevant Early Termination Date or that later
date. The



foreign exchange agent will, if only one party is obliged to make a determination under Section
6(e), be



selected in good faith by that party and otherwise will be agreed by the parties.



“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to
be



applicable, a Credit Event Upon Merger or an Additional Termination Event.



“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof
or



evidence of any actual cost) to each party (as certified by such party) if it were to fund or
of funding such



amounts.



“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate
of



(a) in respect of all Terminated Transactions, the amounts that became payable (or that would have
become



payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination



Date and which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated



Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for



Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early
Termination Date



and which has not been so settled as at such Early Termination Date, an amount equal to the fair
market



13



value of that which was (or would have been) required to be delivered as of the originally
scheduled date



for delivery, in each case together with (to the extent permitted under applicable law) interest,
in the currency



of such amounts, from (and including) the date such amounts or obligations were or would have been
required



to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable
Rate. Such



amounts of interest will be calculated on the basis of daily compounding and the actual number of
days



elapsed. The fair market value of any obligation referred to in clause (b) above shall be
reasonably



determined by the party obliged to make the determination under Section 6(e) or, if each party is
so obliged,



it shall be the average of the Termination Currency Equivalents of the fair market values
reasonably



determined by both parties.



IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below



with effect from the date specified on the first page of this document.



	 	 	 
	GOLDMAN SACHS CAPITAL	 	 
	MARKETS, L.P.	 	 
	By: Goldman Sachs Capital

Markets, L.L.C.

        General Partner

	 	

PAXSON COMMUNICATIONS

CORPORATION (a Delaware corporation)
	 
	 	 
	By:      

	 	By:      
	Name:

	 	Name: Richard Garcia
	Title:

	 	Title: Senior Vice President and

          Chief Financial Officer
	 
	 	 
	Date: February 22, 2006

	 	Date: February 22, 2006
	 
	 	 






14




SCHEDULE




to the




ISDA MASTER AGREEMENT




dated as of




February 22, 2006




between




GOLDMAN SACHS CAPITAL MARKETS, L.P.




a limited partnership organized under the laws of the State of Delaware




(“GSCM”),




and




PAXSON COMMUNICATION CORPORATION




a corporation organized under the laws of the State of Delaware (the “Company”), and each of its

subsidiaries listed in Annex A, as amended from time to time (each a “Subsidiary”, the Company and

each Subsidiary, each a “Counterparty” and collectively the “Counterparties”).




Agreement to act as Joint and Several Obligors:



Each Counterparty joins in the execution of this Agreement as a direct obligor with respect to GSCM
with joint and several liability among each Counterparty.



The parties hereto agree that:




	(a)	 	GSCM may render all performance, including without limitation, the making of any payments and
the giving of any notices, to the Company only, unless otherwise agreed between the parties
and such performance shall satisfy all obligations to all Counterparties;






	(b)	 	the Company may act on behalf of each Counterparty for purposes of agreeing to, with GSCM,
the entering into of any Transaction and any amendment or waiver in respect of this Agreement,
and each Counterparty hereby agrees that any such Transaction, amendment or waiver agreed to
by the Company and GSCM will be binding upon each Counterparty. This appointment is coupled
with an interest and is irrevocable; and






	(c)	 	for purposes of Section 5, and the provisions of the Agreement, including this Schedule,
pertaining thereto, the references therein to “party” shall be deemed to mean, on the one hand
(i) GSCM and on the other hand (ii) any one or more Counterparties in respect of which the
aggregate of the Fair Market Values (as defined in each of the Indenture and the Loan
Agreement) of each such Counterparty’s or Counterparties’ assets is greater than or equal to
10 per cent of the Station Value (as defined in each of the Indenture and the Loan Agreement)
specified in the most recently delivered Station Appraisal (as defined in each of the
Indenture and the Loan Agreement) (such Counterparty or combination of Counterparties, a
“Significant Counterparty”).






	(d)	 	this Agreement shall govern only those transactions entered into on the date hereof and shall
not apply to any other transactions between the parties.





Termination Provisions.



“Specified Entity”




	 	 	 	means, in relation to GSCM, J. Aron & Company, Goldman, Sachs & Co., Goldman Sachs
International, Goldman Sachs (Japan) Ltd., Goldman Sachs International Bank, Goldman
Sachs (Asia) Finance, Goldman Sachs Financial Markets, L.P., Goldman Sachs Paris Inc.
et Cie, Goldman Sachs Mitsui Marine Derivative Products, L.P., Goldman, Sachs & Co.
oHG, and J. Aron & Company (Singapore) Pte., for the purpose of Section 5(a)(v), and
shall not apply for purposes of Sections 5(a)(vi), 5(a)(vii) and 5(b)(iv); and






	 	 	 	means, in relation to each Counterparty, none for the purpose of Sections 5(a)(v),
5(a)(vi), 5(a)(vii) and 5(b)(iv).






	 	 	“Specified Transaction” will have the meaning specified in Section 14.






	 	 	The “Cross Default” provisions of Section 5(a)(vi) will apply to GSCM and will apply to each
Counterparty, provided that (i) the phrase “or becoming capable at such time of being
declared” shall be deleted from clause (1) of such Section 5(a)(vi); and (ii) the following
language shall be added to the end thereof: “Notwithstanding the foregoing, a default under
subsection (2) hereof shall not constitute an Event of Default if (i) the default was caused
solely by error or omission of an administrative or operational nature; (ii) funds were
available to enable the party to make the payment when due; and (iii) the payment is made
within two Local Business Days of such party’s receipt of written notice of its failure to
pay.”






“Specified Indebtedness” will have the meaning specified in Section 14.




“Threshold Amount” means, in relation to GSCM, an amount equal to 2% of shareholders’
equity (howsoever described) as shown on the most recent annual audited financial
statements of The Goldman Sachs Group, Inc. (“Goldman Group”) and, in relation to any
Counterparty or group of Counterparties, in the aggregate, US$10,000,000 (or its equivalent
in another currency).




	 	 	The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to GSCM and will apply
to each Counterparty.






	 	 	The “Automatic Early Termination” provision of Section 6(a) will not apply to GSCM and will not
apply to any Counterparty.






	 	 	Payments on Early Termination. For the purpose of Section 6(e):






Market Quotation will apply.




The Second Method will apply.




	 	 	“Termination Currency” means United States Dollars.






	(h)	 	Additional Termination Event will apply. Each of the following shall constitute an
Additional Termination Event:






	 	 	 	the occurrence of an Event of Default under Section 5(a)(i) of the ISDA Master
Agreement between UBS AG and each Counterparty dated as of the date hereof (the “UBS
ISDA”), in respect of which one or more Counterparties are the Defaulting Party under,
and as each such term is defined in, the UBS ISDA;






	 	 	 	any Counterparty’s obligations to GSCM under this Agreement cease to be payable,
guaranteed and secured on a pari passu basis with all other First Priority Secured
Obligations (as defined in the Security Agreement) in the manner set out in the
Security Agreement;






	 	 	 	any Collateral (as such term is defined in the Security Agreement) under the
Security Agreement is released at any time in contravention of the provisions of the
Security Agreement prior to GSCM having consented in writing to such release (such
consent not to be unreasonably withheld);






	 	 	 	the Company (A) publicly announces an intent to (1) consolidate or amalgamate with,
or merge with or into, or sell, transfer, assign, lease, or convey all or substantially
all its Property (as defined in each of the Indenture and the Loan Agreement) to,
another person or entity other than a Counterparty, or (2) otherwise dispose of, to
another person or entity other than a Counterparty, all or substantially all its
Property, in either case, in any one transaction or series of transactions and (B)
fails to provide assurances, in form and substance reasonably satisfactory to GSCM,
that the Surviving Person (as defined in each of the Indenture and the Loan Agreement)
shall expressly assume the Company’s obligations hereunder and that such Surviving
Person shall acquire any such Property subject to the security interest granted to GSCM
pursuant to the Security Agreement; and






	 	 	 	the failure to make any Prepayment Offer, Principal Station Prepayment Offer,
Coverage Ratio Prepayment Offer or Event of Loss Offer (as each such term is defined in
each of the Indenture and the Loan Agreement) (each, a “Relevant Prepayment Offer”) on
or prior to the fifth Local Business Day following the expiration of the period during
which any such Relevant Prepayment Offer is required to be made under the terms of the
Indenture or the Loan Agreement in such circumstances where no consideration payment
contemplated by Part 5(h) hereof is made.






	 	 	 	For the purposes of the foregoing Termination Events, the sole Affected Party shall
be each Counterparty.





Tax Representations.




	 	 	Payer Tax Representations. For the purposes of Section 3(e), GSCM and each Counterparty make the
following representation:






It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii), or 6(e) of this Agreement) to be made by it to the other party
under this Agreement. In making this representation, it may rely on (i) the accuracy of
any representations made by the other party pursuant to Section 3(f) of this Agreement,
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement, and the accuracy and effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and (iii) the satisfaction of
the agreement of the other party contained in Section 4(d) of this Agreement, provided that
it shall not be a breach of this representation where reliance is placed on clause (ii) and
the other party does not deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.




	 	 	Payee Tax Representations. For the purposes of Section 3(f), GSCM makes the following
representations to each Counterparty: It is a limited partnership organized under the laws of
the state of Delaware.






	(c)	 	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, each
Counterparty makes the following representation to GSCM: Each Counterparty is a corporation
organized under the laws of the state indicated next to its name in Annex A hereto.





Agreement to Deliver Documents



For the purpose of Section 4(a):



(a) Tax forms, documents, or certificates to be delivered are:



	 	 	 	 	 
	Party required to	 	 	 	Date by which
	deliver document	 	Forms/Documents/Certificates	 	to be delivered
	GSCM and each

Counterparty

	 	United States Internal

Revenue Service Form W-9,

or any successor form.
	 	(i) On a date which

is before the first

Scheduled Payment

Date under this

Agreement, (ii)

promptly upon

reasonable demand

by the other party,

and (iii) promptly

upon learning that

any such form

previously provided

by any party has

become obsolete,

incorrect, or

ineffective.
	
 
	 	 
	 	 






(b) Other documents to be delivered are:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Party required to	 	 	 	 	 	Date by which to be	 	Covered by Section
	deliver	 	Form/Document/Certificate	 	delivered	 	3(d) Representation
	 
	 	Evidence of authority of
	 	 	 	 	 	 	 	 
	 
	 	signatories, and with
	 	Upon or promptly
	 	 	 	 
	GSCM and each
	 	respect to GSCM, a Power
	 	following execution
	 	 	 	 
	Counterparty
	 	of Attorney
	 	of this Agreement
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Any Credit Support
	 	 	 	 	 	 	 	 
	 
	 	Document specified in
	 	Upon execution of
	 	 	 	 
	GSCM and the Company
	 	Part 4(f) herein
	 	this Agreement
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Most recent annual
	 	 	 	 	 	 	 	 
	 
	 	audited and quarterly
	 	 	 	 	 	 	 	 
	 
	 	financial statements of
	 	Promptly following
	 	 	 	 
	 
	 	GSCM’s Credit Support
	 	reasonable demand
	 	 	 	 
	GSCM
	 	Provider
	 	by the Company
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Most recent consolidated
	 	 	 	 	 	 	 	 
	 
	 	annual audited and
	 	 	 	 	 	 	 	 
	 
	 	quarterly financial
	 	 	 	 	 	 	 	 
	 
	 	statements of the
	 	Promptly following
	 	 	 	 
	 
	 	Company and its
	 	reasonable demand
	 	 	 	 
	The Company
	 	subsidiaries
	 	by GSCM
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Any report, notice,
	 	 	 	 	 	 	 	 
	 
	 	certificate, legal
	 	 	 	 	 	 	 	 
	 
	 	opinion or other notice
	 	 	 	 	 	 	 	 
	 
	 	or document provided to
	 	 	 	 	 	 	 	 
	 
	 	the (i) Collateral Agent
	 	 	 	 	 	 	 	 
	 
	 	(as defined in the
	 	 	 	 	 	 	 	 
	 
	 	Security Agreement)
	 	 	 	 	 	 	 	 
	 
	 	under the Security
	 	 	 	 	 	 	 	 
	 
	 	Agreement including, but
	 	 	 	 	 	 	 	 
	 
	 	not limited to, Section
	 	 	 	 	 	 	 	 
	 
	 	9.11(c) or Section 9.13	 	 	 	 	 	 	 	 
	 
	 	of the Security
	 	 	 	 	 	 	 	 
	 
	 	Agreement, and (ii)
	 	 	 	 	 	 	 	 
	 
	 	Trustee (as defined in
	 	 	 	 	 	 	 	 
	 
	 	the Indenture) under the
	 	 	 	 	 	 	 	 
	 
	 	Indenture and (iii)
	 	 	 	 	 	 	 	 
	 
	 	Administrative Agent (as
	 	Simultaneously with
	 	 	 	 
	 
	 	defined in the Loan
	 	providing such
	 	 	 	 
	 
	 	Agreement) under the
	 	document to the
	 	 	 	 
	 
	 	Loan Agreement, Security
	 	Collateral Agent or
	 	 	 	 
	 
	 	Agreement and/or the
	 	Trustee, as the
	 	 	 	 
	The Company
	 	Indenture.
	 	case may be
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Each Counterparty
	 	Certified board
	 	Upon execution of
	 	Yes

	 
	 	resolutions of each
	 	this Agreement
	 	 	—	 
	 
	 	Counterparty authorizing
	 	 	—	 	 	 	 	 
	 
	 	the entering into of
	 	 	 	 	 	 	 	 
	 
	 	this Agreement and the
	 	 	 	 	 	 	 	 
	 
	 	Transactions
	 	 	 	 	 	 	 	 
	 
	 	contemplated hereunder
	 	 	 	 	 	 	 	 
	 
	 	UCC-1 Financing
	 	 	 	 	 	 	 	 
	 
	 	Statement previously
	 	 	 	 	 	 	 	 
	 
	 	filed granted by each
	 	 	 	 	 	 	 	 
	 
	 	Counterparty for the
	 	 	 	 	 	 	 	 
	 
	 	benefit of the First
	 	 	 	 	 	 	 	 
	 
	 	Priority Security
	 	 	 	 	 	 	 	 
	 
	 	Parties (as defined in
	 	 	 	 	 	 	 	 
	 
	 	the Security Agreement
	 	 	 	 	 	 	 	 
	 
	 	dated as of December 30,
	 	Upon execution of
	 	 	 	 
	Each Counterparty
	 	 	2005	)	 	this Agreement
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	An Additional Secured
	 	 	 	 	 	 	 	 
	 
	 	Party Consent
	 	 	 	 	 	 	 	 
	 
	 	substantially in the
	 	 	 	 	 	 	 	 
	 
	 	form attached as Annex 7
	 	 	 	 	 	 	 	 
	 
	 	to, and as defined in,
	 	Upon execution of
	 	 	 	 
	GSCM
	 	the Security Agreement
	 	this Agreement
	 	Yes

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	An opinion of counsel to
	 	 	 	 	 	 	 	 
	 
	 	each Counterparty in
	 	 	 	 	 	 	 	 
	 
	 	substantially the form
	 	 	 	 	 	 	 	 
	 
	 	attached hereto as
	 	Upon execution of
	 	 	 	 
	The Company
	 	Exhibit “A.”
	 	this Agreement
	 	No

	 
	 	 	 	 	 	 	 	 	 	 	 	 






Miscellaneous




	 	 	Addresses for Notices. For the purpose of Section 12(a):





Address for notices or communications to GSCM:



	 
	 

	Address: 85 Broad Street

New York, New York 10004, U.S.A.

Attention: Swap Administration

Facsimile No.: 212-902-5692

Telephone No.: 212-902-1000







Address for notices or communications to each Counterparty:



	 
	 

	Address: Paxson Communications Corporation (for, and on behalf of each

Counterparty)

601 Clearwater Park

West Palm Beach, FL 33401

	 

	Attention: General Counsel

	 

	Facsimile No.: 561-682-4270








	 	 	Process Agent. For the purpose of Section 13(c):






GSCM appoints as its Process Agent: Not applicable.




Each Counterparty appoints as its Process Agent: Not applicable.




	 	 	Offices. The provisions of Section 10(a) will apply to this Agreement.






	 	 	Multibranch Party. For the purpose of Section 10(c):






None of the parties are Multibranch Parties.




	 	 	Calculation Agent. The Calculation Agent is GSCM, unless (i) otherwise specified in the
Confirmation to a Transaction hereunder, in which case the Calculation Agent shall be as
specified in the relevant Confirmation or (ii) an Event of Default has occurred in respect of
which GSCM is the Defaulting Party, in which case the Company may designate a Reference
Market-maker as the Calculation Agent.






	 	 	Credit Support Document.






Credit Support Document means, in relation to GSCM, the Guaranty by The Goldman Sachs
Group, Inc. (“Goldman Group”) in favor of Counterparty as beneficiary thereof.




Credit Support Document means, in relation to each Counterparty, (i) for purposes of
Section 5 and the provisions of the Agreement, including this Schedule, pertaining thereto,
the Security Agreement and (ii) for purposes of all other sections of this Agreement,
including this Schedule, each of the Indenture, the Loan Agreement and the Security
Agreement. Without prejudice to Section 5(a)(vi), and the provisions of this Schedule
pertaining thereto, for the avoidance of doubt, a default under the Indenture and/or the
Loan Agreement will not constitute an Event of Default or Termination Event for purposes of
this Agreement unless the obligations under the Indenture and/or the Loan Agreement have
become due and payable in accordance with their terms.




	 	 	Credit Support Provider.





Credit Support Provider means, in relation to GSCM, not applicable.




Credit Support Provider means, in relation to each Counterparty, not applicable.




	 	 	Governing Law. Section 13(a) is hereby replaced with the following:






	 	 	 	"(a) Governing Law. This Agreement and each Transaction entered into hereunder
will be governed by, and construed and enforced in accordance with, the law of the
State of New York without reference to its choice of law doctrine.”






	 	 	Jurisdiction. Section 13(b) is hereby amended by:






(i) deleting in the second line of subparagraph (i) thereof the word “non-”; and


(ii) deleting the final paragraph thereof.



	 	 	 
	Netting of Payments. Subparagraph (ii) of Section 2(c) will apply.

	 
	 	 
	Other Provisions.

	 	

	 
	 	 
	Accuracy of Specified Information. Section 3(d) is hereby amended by adding in the third line thereof after the word “respect” and

	 
	 	 
	before the period, the phrase “or, in the case of audited or unaudited financial statements, a fair presentation of the financial

	 
	 	 
	condition of the relevant person or persons in accordance with generally accepted accounting principles of the jurisdiction of such

	 
	 	 
	person or persons.”

	 	

	 
	 	 
	Additional Representations. The parties agree to amend Section 3 by adding new Sections 3(g), (h), (i), (j), (k) and (l) as follows:

	 
	 	 
	"(g)

	 	No Agency. It is entering into this Agreement and each Transaction as principal (and

not as agent or in any other capacity, fiduciary or otherwise).







	 	(h)	 	Eligible Contract Participant. It is an “eligible contract participant” as
defined in the U.S. Commodity Exchange Act, as amended.






	 	(i)	 	Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of any other party’s investment advice or as a
recommendation to enter into that Transaction; it being understood that information
and explanations related to the terms and conditions of a Transaction shall not be
considered investment advice or a recommendation to enter into that Transaction. No
communication (written or oral) received from any other party shall be deemed to be an
assurance or guarantee as to the expected results of that Transaction.






	 	(j)	 	Assessment and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional advice), and
understands and accepts, the terms, conditions and risks of that Transaction. It is
also capable of assuming, and assumes, the risks of that Transaction.






	 	(k)	 	Status of Parties. No other party is acting as a fiduciary for or an adviser
to it in respect of that Transaction.






	 	(l)	 	Representations and Warranties of each Counterparty as to Compliance with
Obligations and Applicable Internal Policies. Each Counterparty represents and
warrants to and for the benefit of GSCM as of the date hereof, and shall be deemed to
represent and warrant to and for the benefit of GSCM as of the date of this Agreement
and as of the date of each Transaction that this Agreement and each Transaction
entered into under this Agreement (i) is entered into in accordance with, and will at
all times comply with, the Loan Agreement, the Indenture, the Security Agreement and
applicable internal policies, guidelines or other requirements (including without
limitation any investment policy) of each such Counterparty (if any), as may be
adopted or amended from time to time by each such Counterparty that may affect the due
authorization or validity of any Transaction or the Agreement and (ii) constitute a
Secured Hedging Agreement (as defined in the Security Agreement).”






	 	 	Transfer. The following amendments are hereby made to Section 7:






	 	 	 	in the third line, insert the words “which consent will not be arbitrarily
withheld or delayed,” immediately before the word “except”;






	 	 	 	in clause (a), insert the words “or reorganization, incorporation,
reincorporation, or reconstitution into or as,” immediately before the word “another”;
and





(iii) add the following at the end thereof:




“For purposes of this Section 7, the non-transferring party’s withholding of
consent to a proposed transfer will not be deemed to be unreasonable if, without
limitation: (i) an Event of Default, Potential Event of Default or Termination
Event will exist following such transfer; (ii) the creditworthiness of the proposed
transferee is materially weaker than that of the transferring party immediately
prior to such transfer, unless the transferring party provides a satisfactory
guarantee or other credit support acceptable to the non-transferring party (or if
the transferring party has a credit support provider and the transfer is to a party
other than such credit support provider, unless such credit support provider
provides a satisfactory credit support document to the non-transferring party or
its existing credit support document remains in full force and effect, in each case
in respect of the obligations of the proposed transferee); (iii) on the next
succeeding Scheduled Payment Date, the non-transferring party will be required to
gross up its payments to the proposed transferee or receive payments from the
proposed transferee net of withholding or deduction that would not otherwise be
required hereunder or under applicable law in the absence of the proposed transfer;
(iv) the proposed transferee and its credit support provider, if any, do not
satisfy the criteria that the non-transferring party applies in good faith in
deciding whether to offer or make an extension of credit, renew or extend credit,
increase credit or to enter into transactions similar to the Transactions subject
to the proposed transfer; or (v) the proposed transfer would adversely affect the
non-transferring party’s netting or set-off rights hereunder or under applicable
law.




Notwithstanding the provisions of this Section 7, a party hereto (such party, the
"Transferring Party”) may transfer all of its rights and obligations under this
Agreement, including any Transaction hereunder, in whole but not in part, (the
"Transferred Obligations”) to another entity (the “Transferee”) without the consent
of the party that is not the Transferring Party (the “Remaining Party”, which, for
the avoidance of doubt, means, for the purposes hereof, GSCM, where a Counterparty
is the Transferring Party, and the Company, where GSCM is the Transferring Party),
provided that:




	 	(1)	 	the creditworthiness of the Transferee is reasonably
acceptable to the Remaining Party;






	 	(2)	 	the Transferee and the Remaining Party shall have executed a
master agreement in form and substance satisfactory to the Remaining Party
with terms appropriate for counterparties with the Transferee’s credit rating,
as determined by the Remaining Party in good faith (including such Credit
Support Documents as shall be required by the Remaining Party and appropriate
for counterparties with the Transferee’s credit rating, as determined by the
Remaining Party in good faith) under which the Transferred Obligations will be
governed;






	 	(3)	 	at the time of such transfer, no Early Termination Date shall
have been designated under this Agreement and no Event of Default, Potential
Event of Default or Termination Event shall have occurred and be continuing
under this Agreement with respect to the Transferring Party, or, where the
Transferring Party is a Counterparty, any Significant Counterparty;






	 	(4)	 	such transfer will not result in the violation of any law,
regulation, rule, judgment, order or other legal limitation or restriction
applicable to the Remaining Party;






	 	(5)	 	such transfer will not result in a violation of the Remaining
Party’s counterparty eligibility or credit practices or policies or exposure
limitations;






	 	(6)	 	at the time of such transfer, no event which would constitute
a Termination Event, Event of Default or Potential Event of Default with
respect to the Transferee if the Transferee were a party to this Agreement
shall have occurred or will result from such transfer; and






	 	(7)	 	such transfer will not result in any adverse tax consequences
to the Remaining Party, including the obligation to deduct or withhold an
amount with respect to any Tax from payments required to be made to the
Transferee, the receipt of payments from the Transferee from which amounts
with respect to any Tax may be deducted or withheld or the imposition of any
tax, levy, impost, duty charge, or fee of any nature by any government or
taxing authority which would not have been imposed but for such transfer.






Upon any such transfer, the Transferring Party’s obligations with respect to each
Transaction that has been the subject of such a transfer shall terminate with
effect from the date of such transfer, but without prejudice to any obligations of
the Transferring Party that accrued in respect of such Transactions prior to the
date of such transfer which shall remain in full force and effect until
extinguished.”




	(d)	 	Consent to Recording. Each party (i) consents to the recording of telephone conversations
between the trading, marketing and other relevant personnel of the parties and their
Affiliates in connection with this Agreement or any potential Transaction and (ii) agrees to
give notice to its relevant personnel and to that of its Affiliates that their calls will be
recorded.






	(e)	 	Set-off. The parties agree to amend Section 6 by adding a new Section 6(f) as follows:






	 	 	 	"(f) Upon the occurrence of an Event of Default or Termination Event under Section
5(b)(iv) with respect to a party (“X”), the other party (“Y”) will have the right (but
not be obliged) without prior notice to X or any other person to set-off or apply any
obligation of X then liquidated, due and owing to Y (whether or not arising under this
Agreement, and regardless of the currency, place of payment or booking office of the
obligation) against any obligation of Y then liquidated, due and owing to X (whether
or not arising under this Agreement, and regardless of the currency, place of payment
or booking office of the obligation). Y will promptly give written notice to the
other party of any set-off effected under this Section 6(f).






Amounts (or the relevant portion of such amounts) subject to set-off may be
converted by Y into the Termination Currency at the rate of exchange at which such
party would be able, acting in a reasonable manner and in good faith, to purchase
the relevant amount of such currency.




Nothing in this Section 6(f) shall be effective to create a charge or other
security interest. This Section 6(f) shall be without prejudice and in addition to
any right of set-off, combination of accounts, lien or other right to which any
party is at any time otherwise entitled (whether by operation of law, contract or
otherwise).”




	(f)	 	Additional Representations and Agreements of each Counterparty. In addition to the
representations specified in Section 3 of the Agreement and agreements contained in Section 4
of the Agreement, each Counterparty represents to GSCM at all times until the termination of
this Agreement that:






	 	(i)	 	the Agreement constitutes an Interest Rate Agreement for purposes of, and as
defined in, both the Loan Agreement and the Indenture, the Agreement constitutes a
Secured Hedging Agreement (as defined in the Security Agreement), the obligations of
each Counterparty to GSCM hereunder constitute Permitted Debt, Permitted First Priority
Obligations and Hedging Obligations under, and as each such term is defined in, each of
the Indenture and the Loan Agreement, the security interests granted to GSCM pursuant
to the Security Agreement constitute a Permitted Lien under, and as each such term is
defined in, each of the Indenture and the Loan Agreement and First Priority Secured
Obligations and Additional First Priority Secured Obligations (as each such term is
defined in the Security Agreement) under the Security Agreement and GSCM has a first
priority security interest in the Collateral (as defined in the Security Agreement) on
a pari passu basis with all other First Priority Secured Obligations (as defined in the
Security Agreement) and is a First Priority Security Party [sic] and an Additional
First Priority Secured Party (as each such term is defined in the Security Agreement);






	 	(ii)	 	the obligations of each Counterparty to GSCM hereunder have been entered into
by each such Counterparty for the purpose of limiting interest rate risk in the
ordinary course of the financial management of each such Counterparty and not for
speculative purposes and are directly related to payment obligations on debt which is
permitted debt under all agreements of any nature to which each such Counterparty or
any of its subsidiaries is a party; and






	 	(iii)	 	the obligations incurred by the Company hereunder are hereby designated as
“Designated Senior Debt” under each class of the Company’s existing and future
Subordinated Obligations of the type described in clause (i) of the definition of
Subordinated Obligations in the Indenture and the Loan Agreement.






	(g)	 	Relevant Prepayment Offers; Principal Payments.






	 	(i)	 	The Company agrees that it will not, without the prior written consent of
GSCM, which shall not be unreasonably withheld, conditioned or delayed, fail to make
any Relevant Prepayment Offer that it is required to make under the Indenture or the
Loan Agreement.






	 	(ii)	 	Each Counterparty agrees that, in the event of any payment to be made in
respect of principal of any other First Priority Secured Obligation or any Second
Priority Secured Obligation (as each such term is defined in the Security Agreement)
outstanding at any time (whether by way of prepayment, provision for payment,
redemption, repurchase, payment at maturity, defeasance, or otherwise (a “Principal
Payment”)), it will notify GSCM of such Principal Payment at least five Local Business
Days prior to such Principal Payment (or such lesser period as may be reasonably
practical in the case of Principal Payments to be made in connection with a Relevant
Prepayment Offer).






	 	(iii)	 	Each Counterparty agrees that, upon the occurrence of a Principal Payment,
the Relevant Portion of all outstanding Transactions hereunder will be automatically
terminated, closed out and liquidated and a settlement payment in the appropriate
amount, as determined by GSCM in its good faith discretion, will be made by one party
to the other. For the avoidance of doubt, a failure to make any such settlement
payment shall constitute a failure to pay under Section 5(a)(i) rather than a breach
of agreement under Section 5(a)(ii).






For purposes of this Part 5(g)(iii):


“Relevant Portion” means the corresponding portion of the notional amount of each
outstanding Transaction hereunder, as determined by GSCM, that is necessary to
cause each remaining portion of the notional amounts thereunder to equal the GSCM
Percentage of each of the corresponding outstanding principal amounts of the
obligations owed to the First Priority Bank Creditors, the First Priority Note
Creditors and the Second Priority Note Creditors respectively (as each such term is
defined in the Security Agreement); and


“GSCM Percentage” means the amount, expressed as a percentage, determined by
dividing the aggregate of the original notional amounts of all Transactions entered
into hereunder by the aggregate of the original principal amounts of the
obligations owed to the First Priority Bank Creditors, the First Priority Note
Creditors and the Second Priority Note Creditors.




	(h)	 	Consideration Payment. Each Counterparty agrees that if, upon the occurrence of an
Acceleration Event, any Counterparty pays or gives Consideration Value to the First Priority
Bank Creditors or the First Priority Note Creditors, or both (collectively referred to herein
as “First Priority Debt Creditors”) in exchange for a waiver, forbearance or similar
concession in lieu of acceleration, such Counterparty shall pay or grant to GSCM similar
Consideration Value, except as provided below, in an amount equal to the Swap Consideration
Amount, on each respective Consideration Payment Date as described below.






If, in connection with the foregoing, any Counterparty delivers to the First Priority Debt
Creditors equity interests of the type described in clause (iii) of the definition of
Consideration Value below, and GSCM reasonably determines that it cannot, under laws
applicable to it, receive or hold such equity interests, GSCM, at its cost, shall employ a
nationally recognized independent firm of appraisers or valuation experts, skilled and
experienced in determining the fair value of equity interests of the type delivered to the
First Priority Debt Creditors and reasonably acceptable to the Company (the “Valuation
Agent”), who shall determine in good faith, using commercially reasonable and generally
accepted valuation techniques, the current market value (in USD) of such equity interests
based on the facts and circumstances then existing (the “Valuation Amount”). Promptly upon
making its determination, the Valuation Agent shall provide a detailed report to GSCM and
the Company, which shall be binding on GSCM and the Counterparties and conclusive absent
manifest error. The Valuation Amount as so determined shall then be considered the
Consideration Value for purposes of this Part 5(h). On the fifth (5th) Local
Business Day following the receipt by GSCM and the Company of such report (which, for
purposes of this Part 5(h), shall be considered the Consideration Payment Date), the
Counterparties shall pay GSCM, in USD cash, the GSCM Share of such Consideration Value.


If the Consideration Value is deemed to be zero pursuant to clause (iv) of the definition
thereof, but any Counterparty in connection with an Acceleration Event has provided to the
First Priority Debt Creditors (i) additional guarantors or credit enhancement of any kind,
or (ii) a pledge of additional collateral (to the extent such collateral does not become
part of the Collateral under the Security Agreement), the Counterparties shall concurrently
provide or grant GSCM equivalent guarantees or credit enhancement, or a proportionate right
in such collateral (under terms and conditions substantially equivalent to those contained
in the Security Agreement), in each case to secure the obligations of the Counterparties
hereunder.


Notwithstanding the foregoing provisions of this Part 5(h), prior to making the first
required Consideration Payment to GSCM as otherwise required hereunder with respect to any
Acceleration Event, the Company may provide GSCM with written notice of its intent to
terminate all Transactions outstanding under this Agreement (an “Acceleration Event
Termination Notice”), in which event an Additional Termination Event will be deemed to have
occurred in respect of which the Counterparties shall be deemed the sole Affected Party and
the date of the Company’s delivery of the Acceleration Event Termination Notice shall be
deemed to have been designated as the Early Termination Date for purposes of Section
6(b)(iv).


For purposes of this Part 5(h):


“Acceleration Event” means any event that (i) under the Indenture or the Loan Agreement,
immediately or with the giving of notice or the passage of time, or both, would enable the
First Priority Note Creditor or the First Priority Bank Creditors to declare the
outstanding balance of the Notes or the Loan (as defined, respectively, in the Indenture
and the Loan Agreement), as the case may be, to be immediately due and payable in advance
of the scheduled maturity thereof, and (ii) would not also give GSCM the right, immediately
or with the giving of notice or the passage of time, or both, to designate an Early
Termination Date with respect to an Event of Default or a Termination Event under this
Agreement.




	 	 	 	"Consideration Value” shall mean any one or more of the following:






(i) the aggregate of any cash payments (excluding indemnities, costs, losses,
expenses or the like paid in connection therewith) made by the Counterparties to
any First Priority Debt Creditor, each date such payments are made to First
Priority Debt Creditors being a Consideration Payment Date;




(ii) for interest rate concessions granted by the Counterparties to any First
Priority Debt Creditor (i.e., increases in any amounts deemed or treated under
applicable law as interest, whether by way of actual increases in interest rates or
by way of increases in fees, charges or other monetary compensation for which no
applicable value, service, loss, cost or expense is provided, suffered or incurred
by the First Priority Debt Creditors), an amount equal to the product of the
increase in effective interest rate, multiplied by the Expected Exposure, in each
case as of each respective Interest Payment Date (as defined in the Indenture and
the Loan Agreement, respectively) (each such Interest Payment Date being a
Consideration Payment Date);




(iii) for any equity interests granted by the Counterparties, or any of them,
to any First Priority Debt Creditor, including stock, warrants, options, assets or
interests therein, the exact kind, quantity or interests in such equity interests
granted to such First Priority Debt Creditors, or in the case of unique property, a
proportionate undivided interest therein, in each case to the extent GSCM will not
otherwise receive its proportionate share of such property or interests pursuant to
its rights as an Additional First Priority Secured Party under the Security
Agreement (each date such interests or rights are granted to the First Priority
Debt Creditors being a Consideration Payment Date); and




(iv) for all other consideration granted to any First Priority Debt Creditor
(e.g., the addition of restrictive covenants or agreements, the pledge of
additional collateral, the addition of additional guarantors or credit enhancement
and the like), the Consideration Value shall be deemed to be zero.




"Consideration Payment Date” means the date or dates described in the definition of
Consideration Value on which payments are to be made or consideration is to be granted to
GSCM under this Part 5(h), except that in the case of any Swap Consideration Amount based
on a Valuation Amount, the Consideration Payment Date shall be the fifth (5th)
Local Business Day following the receipt by the Counterparties of the Valuation Agent’s
report on the Valuation Amount.


“GSCM Share” means the percentage, expressed as a decimal, determined by multiplying (i) an
amount equal to (A) the Expected Exposure divided by (B) the aggregate outstanding
obligations owed to the First Priority Debt Creditors as of the date of calculation
(whether or not then due and payable), by (ii) the GSCM Percentage, expressed as a decimal.




	 	 	 	"Swap Consideration Amount” means, in respect of any Consideration Payment Date, an
amount equal to the product of (a) the Consideration Value multiplied by (b) the GSCM
Share.






	 	 	 	"Expected Exposure” means, in respect of a Consideration Payment Date, an amount determined
on the basis of quotations obtained by the Calculation Agent from Reference
Market-makers. Each such quotation will be for the maximum expected or average
exposure (and not the peak future exposure or maximum likely exposure or
similar concept) determined by the relevant Reference Market-maker in respect of the
aggregate of all outstanding Transactions hereunder and the aggregate of all
outstanding transactions under the UBS ISDA and the credit exposure created thereby
from the perspective of a dealer. The Calculation Agent will request each Reference
Market-maker to provide its quotation, to the extent reasonably practicable, as of the
same day and time (without regard to difference time zones) on or as soon as reasonably
practicable after GSCM becomes aware that a Consideration Payment Date is to occur.
The day and time as of which those quotations are to be obtained will be selected in
good faith by the Calculation Agent. If more than three quotations are provided, the
Expected Exposure will be the arithmetic mean of the quotations, without regard to the
quotations having the highest and lowest values. If exactly three quotations are
provided, the Expected Exposure will be the quotation remaining after disregarding the
highest and lowest quotations. For this purpose, if more than one quotation has the
same highest value or lowest value, then one of such quotations shall be disregarded.
If the Expected Exposure is a negative number, then the Expected Exposure shall be
deemed to be zero. If fewer than three quotations are provided, either by Reference
Market-makers selected by the Calculation Agent or by Reference Market-makers selected
by the Company, the Expected Exposure will be determined by the Calculation Agent in a
commercially reasonable manner.






	(i)	 	Waiver of Trial by Jury. Each party hereby irrevocably waives any and all right to trial by
jury in any Proceeding.






	(j)	 	Failure to Pay or Deliver. Section 5(a)(i) shall be amended by inserting the words “by, or
on behalf of, such party” immediately after the word “remedied”.






	(k)	 	Direct Obligations of Each Subsidiary: Subsidiary Guaranties. Consistent with their
intentions, each Subsidiary has entered into this Agreement as a direct obligor, on a joint
and several basis, in respect of GSCM. However, to provide further assurance to GSCM and to
protect GSCM in the event that, for any reason whatsoever, one or more Subsidiaries are not
liable hereunder as a direct obligor in respect of GSCM, each such Subsidiary hereby jointly
and severally, and unconditionally, guarantees to GSCM (i) the due and punctual payment of the
obligations of the Company under this Agreement and all Transactions hereunder, when and as
the same shall become due and payable, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on any overdue amounts hereunder, to the extent lawful,
and the due and punctual performance of all other obligations of the Company in accordance
with the terms of this Agreement and (ii) in the case of any extension of time of payment or
renewal of any other obligations hereunder, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, at stated maturity,
by acceleration or otherwise. Each Subsidiary’s obligations hereunder constitute a guarantee
of payment and not of collection.






Each Subsidiary hereby agrees that GSCM may, at any time and from time to time, either
before or after the maturity thereof, without notice to, or further consent of, any
Subsidiary, extend the time of payment of, exchange or surrender any collateral for, or
renew, any of the obligations, and may also make any agreement with the Company or with any
other party to, or person liable on, any of the obligations, for the extension, renewal,
payment, compromise, waiver, discharge or release thereof, in whole or in part, or for any
amendment or modification of the terms thereof, or of this Agreement, or any other agreement
between GSCM and the Company, or any such other party or person, without in any way
impairing or affecting the liabilities of each Subsidiary hereunder.




Each Subsidiary hereby agrees that its obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of this Agreement, any failure to enforce the provisions of this Agreement,
any waiver, modification or indulgence granted with respect thereto by GSCM, or by the
existence, validity, enforceability, perfection or extent of any collateral therefor, or any
other circumstances (other than payment) which may otherwise constitute a legal or equitable
defense or discharge of a surety or such Subsidiary.




For purposes hereof, the obligations shall be due and payable when due and payable under the
terms of this Agreement (subject to any applicable grace periods hereunder) notwithstanding
the fact that the collection or enforcement thereof as against the Company may be stayed or
enjoined by Title 11 of the United States Bankruptcy Code or other similar applicable law,
it being understood however that this Agreement constitutes a swap agreement entitled to
special protections under the United States Bankruptcy Code.




Each Subsidiary hereby waives notice of the acceptance of this guarantee, diligence,
presentment, filing of claims with a court in the event of merger or bankruptcy of the
Company, any right to require a proceeding first against the Company, any right to require
GSCM to proceed against, or exhaust, any collateral or other security held, any right to
require GSCM to pursue any other remedy in its power whatsoever, whether against the Company
or any other obligor principally or secondarily obligated with respect to the obligations,
protest or notice with respect to any obligations of the Company and all demands whatsoever,
and covenants that this guarantee will not be discharged as to any obligations except by
discharge in full thereof and any interest thereon.




	(k)	 	Continuing Liability. In the event that any payment in respect of any obligations is
rescinded or must otherwise by returned for any reason whatsoever, each Counterparty shall
remain liable hereunder in respect of such obligations as if such payment had not been made.






	(l)	 	Fraudulent Conveyance or Transfer. The obligations of each Counterparty pursuant hereto are
limited to the maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Counterparty and after giving effect to any collections from or payments
made by or on behalf of any other Counterparty in respect of the obligations of such other
Counterparty pursuant to this Agreement, result in the obligations of such Counterparty
hereunder not constituting a voidable fraudulent conveyance or fraudulent transfer under
federal or state law.






	(m)	 	Additional Counterparties. The Company covenants and agrees that it will cause any person
which becomes obligated to guarantee the Company’s obligations, pursuant to Section 4.14 of
the Indenture and Section 6.13 of the Loan Agreement, to execute a supplemental agreement
pursuant to which such person shall become a Subsidiary and a direct obligor hereunder on a
joint and several basis with the same effect and to the same extent as if such person had been
named herein as a Subsidiary and a Counterparty on the date hereof.






	(n)	 	Release of Subsidiaries. Notwithstanding any other provision of this Agreement to the
contrary, if a Subsidiary is dissolved in a manner and in an amount permitted by the proviso
contained within Section 4.17 of the Indenture or Section 6.16 of the Loan Agreement, such
Subsidiary shall be automatically released from its obligations under this Agreement, with
effect from the date of such dissolution, without the consent of any other party hereto.






	(o)	 	Amendments. The Company will not enter into any amendments to the Indenture, the Loan
Agreement or the Security Agreement that would materially adversely affect the rights of GSCM
as contemplated by this Agreement, without GSCM’ prior written consent, which shall not be
unreasonably withheld, conditioned or delayed.






	(p)	 	Definitions. As used herein and throughout this Agreement, (i) “Indenture” means that
certain indenture, dated as of December 30, 2005, relating to the first priority notes
($400,000,000 aggregate principal amount) due 2012, among the Company, as issuer, certain
named subsidiary guarantors, and The Bank of New York, NA, as trustee (except as otherwise
provided herein, as such may from time to time be amended, modified or supplemented); (ii)
"Security Agreement” shall mean that certain pledge and security agreement dated as of
December 30, 2005, including the intercreditor provisions therein, among the Company, The Bank
of New York, NA, as collateral agent trustee, first priority trustee and second priority
trustee, and Citicorp North America, Inc., as first priority administrative agent (except as
otherwise provided herein, as such may from time to time be amended, modified or
supplemented); and (iii) “Loan Agreement” shall mean that certain term loan agreement, dated
as of December 30, 2005, among the Company, as borrower, certain named subsidiary guarantors,
certain lenders and Citicorp North America, Inc., as administrative agent, (except as
otherwise provided herein, as such may from time to time be amended, modified or
supplemented).




15









IN WITNESS WHEREOF, the parties have executed this document on the respective dates specified below
with effect from the date specified on the first page of this document.



	 	 	 
	GOLDMAN SACHS CAPITAL MARKETS, L.P.

By: Goldman Sachs Capital Markets, L.L.C.

        General Partner

	 	

PAXSON COMMUNICATIONS

CORPORATION (a Delaware corporation)
	 
	 	 
	By:      

	 	By:      
	Name:

	 	Name: Richard Garcia
	Title:

	 	Title: Senior Vice President and Chief Financial

             Officer
	 
	 	 
	Date: February 22, 2006

	 	Date: February 22, 2006
	 
	 	 






16




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PATPAT120625536-35690TAPTAP

	CONFIRMATION

	DATE:	 	February 22, 2006

	TO:
	 	PAXSON COMMUNICATIONS CORPORATION

	 
	 	Telephone No.:
Facsimile No.:
Attention:
	 	561-682-4115
561-682-4270
Richard Garcia, SVP, Chief Financial Officer

	FROM:	 	Goldman Sachs Capital Markets, L.P.

	SUBJECT:
	 	Swap Transaction

	OUR REF NO:	 	LTAA1705640192.0 / 00662281501

	The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”) among
Goldman Sachs Capital Markets, L.P. (“GSCM”), guaranteed by The Goldman Sachs Group, Inc. (“Goldman Group”), and Paxson Communications Corporation, (the “Company”) and those subsidiaries
of the Company listed on Annex A (collectively, the “Counterparties”, and each a “Counterparty”). This communication constitutes a “Confirmation” as referred to in the Swap Agreement
specified below.

	1. This Confirmation is subject to, and incorporates, the 2000 ISDA Definitions (the “Definitions”), published by the International Swaps and Derivatives Association, Inc. This
Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of February 22, 2006 as amended and supplemented from time to time (the “Swap Agreement”)
between GSCM and Counterparty. All provisions contained in, or incorporated by reference to, the Swap Agreement shall govern this Confirmation except as expressly modified below. In
the event of any inconsistency between this Confirmation, the Definitions, or the Swap Agreement, as the case may be, this Confirmation will control for purposes of the Transaction to
which this Confirmation relates.

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. The terms of the Transaction to which this Confirmation relates are as follows:

	Notional Amount:
	 	USD 326,250,000.00

	Trade Date:
	 	February 22, 2006

	Effective Date:
	 	February 23, 2006

	Termination Date:

	 	January 15, 2012,
subject to
adjustment in
accordance with the
Modified Following
Business Day
Convention.
	Floating Amounts:

	 

	Floating Rate Payer:
	 	GSCM

	Floating Rate Payer Payment Dates:
	 	Quarterly, on each January 15, April 15, July 15
and October 15, commencing on April 15, 2006 and
ending on the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention

	Floating Rate for initial Calculation
Period:
	 	4.52688%

	Floating Rate Option:
	 	USD-LIBOR-BBA

	Floating Rate Designated Maturity:
	 	3 Months

	Floating Rate Spread:
	 	Plus 3.25%

	Floating Rate Reset Dates:
	 	The first day of each Calculation Period

	Floating Rate Day Count Fraction:
	 	Actual/360

	Floating Rate Period End Dates:
	 	Adjusted in accordance with the Modified Following
Business Day Convention.

	Fixed Amounts:

	 

	Fixed Rate Payer:
	 	Counterparty

	Fixed Rate Payer Payment Dates:
	 	Quarterly, on each January 15, April 15, July 15
and October 15, commencing on April 15, 2006 and
ending on the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention

	Fixed Rate:
	 	8.355%

	Fixed Rate Day Count Fraction:
	 	Actual/360

	Fixed Rate Period End Dates:
	 	Adjusted in accordance with the Modified Following
Business Day Convention.

	Business Days:
	 	New York and London

	Calculation Agent:
	 	As set forth in the Swap Agreement

	3. Additional Provisions:
	 	None

	4. Credit Support Documents:
	 	As set forth in the Swap Agreement

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. Offices:

	(a) The Office of GSCM for this Transaction is 85 Broad Street, New York, New York, 10004.

	(b) The Office of Counterparty for this Transaction is 601 Clearwater Park Road, West Palm Beach, FL 33401.
_____________________________________________________







	 	 	 	 	 
	6. Counterparty hereby agrees (a) to check this Confirmation (Reference

	 
	 	 	 	 
	No.: LTAA1705640192.0) carefully and immediately upon receipt so that errors or

	 
	 	 	 	 
	discrepancies can be promptly identified and rectified and (b) to confirm that the

	 
	 	 	 	 
	foregoing correctly sets forth the terms of the agreement between GSCM and

	 
	 	 	 	 
	Counterparty with respect to the particular Transaction to which this Confirmation

	 
	 	 	 	 
	relates, by manually signing this Confirmation and providing the other information

	 
	 	 	 	 
	requested herein and immediately returning an executed copy to Swap Administration,

	 
	 	 	 	 
	facsimile No. 212-902-5692.

	 	

	 	

	 
	 	 	 	 
	
 
	 	Very truly yours,
	 	

	 
	 	 	 	 
	 	 	GOLDMAN SACHS CAPITAL MARKETS, L.P.

	 
	 	 	 	 
	 	 	By: Goldman Sachs Capital Markets, L.L.C.

	 
	 	 	 	 
	
 
	 	General Partner
	 	

	 
	 	 	 	 
	 	 	_________DRAFT______________________________

	 
	 	 	 	 
	Agreed and Accepted By:

	 	

	 	

	PAXSON COMMUNICATIONS CORPORATION
	 	 
	By: ___________DRAFT__________________
	 	 
	 
	 	 	 	 
	Name: Richard Garcia

	 	

	 	

	 
	 	 	 	 
	Title: Senior Vice President and Chief Financial Officer
	 	 
	 
	 	 	 	 
	Date: February 22, 2006

	 	

	 	

	 
	 	 	 	 
	SUBSIDIARIES:

	 	

	 	

	BUD HITS, INC.

BUD SONGS, INC.

CLEARLAKE PRODUCTIONS, INC.

FLAGLER PRODUCTIONS, INC.

	 	







	 	







	 
	 	 	 	 
	IRON MOUNTAIN PRODUCTIONS, INC.
	 	 
	 
	 	 	 	 
	OCEAN STATE TELEVISION, LLC

PAX HITS PUBLISHING, INC.

PAX INTERNET, INC.

PAX NET, INC.

PAXSON AKRON LICENSE, INC.

PAXSON ALBANY LICENSE, INC.

	 	











	 	











	 
	 	 	 	 
	PAXSON ATLANTA LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BATTLE CREEK LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BIRMINGHAM LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BOSTON-68 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BUFFALO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON CEDAR RAPIDS LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON CHARLESTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON CHICAGO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS LPTV, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF AKRON-23, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ALBANY-55, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BOSTON-68, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DALLAS-68, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DENVER-59, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DETROIT-31, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF HARTFORD-26, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MIAMI-35, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MOBILE-61, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PHOENIX-13, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF RALEIGH-47, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF TAMPA-66, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF TUCSON-46, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF TULSA-44, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS TELEVISION, INC.
	 	 
	 
	 	 	 	 
	PAXSON DALLAS LICENSE, INC.

PAXSON DENVER LICENSE, INC.

	 	



	 	



	 
	 	 	 	 
	PAXSON DES MOINES LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON DETROIT LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON DEVELOPMENT, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON FAYETTEVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON FRESNO LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON GREENSBORO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON GREENVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON HARTFORD HOLDINGS, INC.
	 	 
	 
	 	 	 	 
	PAXSON HARTFORD LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON HAWAII LICENSE, INC.

PAXSON HOLDINGS, INC.

	 	



	 	



	 
	 	 	 	 
	PAXSON HOUSTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON INDIANAPOLIS HOLDINGS, INC.
	 	 
	 
	 	 	 	 
	PAXSON INDIANAPOLIS LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON JACKSONVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON JAX LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON KANSAS CITY LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON KNOXVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON LEXINGTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON LOS ANGELES LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MERCHANDISING & LICENSING, INC.
	 	 
	 
	 	 	 	 
	PAXSON MIAMI-35 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MILWAUKEE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MINNEAPOLIS LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MOBILE LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON NEW YORK LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON NORFOLK LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON OKLAHOMA CITY LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON ORLANDO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON PHILADELPHIA LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON PHOENIX LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON PRODUCTIONS, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON RALEIGH LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON ROANOKE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SACRAMENTO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SALEM LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON SALT LAKE CITY LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SAN ANTONIO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SAN JOSE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SCRANTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SEATTLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SHREVEPORT LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SPOKANE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SPORTS OF MIAMI, INC.
	 	 
	 
	 	 	 	 
	PAXSON SYRACUSE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON TAMPA-66 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON TELEVISION PRODUCTIONS, INC.
	 	 
	 
	 	 	 	 
	PAXSON TELEVISION, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON TENNESSEE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON TULSA LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON WASHINGTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON WASHINGTON-60 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON WAUSAU LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON WEST PALM BEACH HOLDINGS, INC.
	 	 
	 
	 	 	 	 
	PAXSON WEST PALM BEACH LICENSE, INC.
	 	 
	 
	 	 	 	 
	By: ___________________________
	 	 
	Name: Richard Garcia

	 	

	 	

	Title: Senior Vice President and Treasurer of each
	 	 
	 
	 	 	 	 
	such Subsidiary, for and on behalf of each
	 	 
	 
	 	 	 	 
	such Subsidiary
	 	 
	 
	 	 	 	 
	Date: February 22, 2006

AMERICA 51, L.P.

	 	



	 	



	 
	 	 	 	 
	By: Paxson Communications of Phoenix 51, Inc.,
	 	 
	Its General Partner and Limited Partner
	 	 
	By: Paxson Communications Television, Inc., its
	 	 
	 
	 	 	 	 
	Limited Partner

	 	

	 	

	 
	 	 	 	 
	By: ___________________________
	 	 
	Name: Richard Garcia

	 	

	 	

	Title: Senior Vice President and Treasurer of such
	 	 
	 
	 	 	 	 
	General and Limited Partners
	 	 
	 
	 	 	 	 
	Date: February 22, 2006

	 	

	 	

	 
	 	 	 	 
	Counterparty Reference Number:
	 	[Please Provide]
	 
	 	 	 	 
	
 
	 	 	 	 
	 
	 	 	 	 






17




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PATPAT120625537-19371TAPTAP

	CONFIRMATION

	DATE:	 	February 22, 2006

	TO:
	 	PAXSON COMMUNICATIONS CORPORATION

	 
	 	Telephone No.:
Facsimile No.:
Attention:
	 	561-682-4115
561-682-4270
Richard Garcia, SVP, Chief Financial Officer

	FROM:	 	Goldman Sachs Capital Markets, L.P.

	SUBJECT:
	 	Swap Transaction

	OUR REF NO:	 	LTAA1705640213.0 / 00662281501

	The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”)
among Goldman Sachs Capital Markets, L.P. (“GSCM”), guaranteed by The Goldman Sachs Group, Inc. (“Goldman Group”), and Paxson Communications Corporation, (the “Company”) and those
subsidiaries of the Company listed on Annex A (collectively, the “Counterparties”, and each a “Counterparty”). This communication constitutes a “Confirmation” as referred to in the
Swap Agreement specified below.

	1. This Confirmation is subject to, and incorporates, the 2000 ISDA Definitions (the “Definitions”), published by the International Swaps and Derivatives Association, Inc. This
Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of February 22, 2006 as amended and supplemented from time to time (the “Swap
Agreement”) between GSCM and Counterparty. All provisions contained in, or incorporated by reference to, the Swap Agreement shall govern this Confirmation except as expressly
modified below. In the event of any inconsistency between this Confirmation, the Definitions, or the Swap Agreement, as the case may be, this Confirmation will control for purposes
of the Transaction to which this Confirmation relates.

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. The terms of the Transaction to which this Confirmation relates are as follows:

	Notional Amount:
	 	USD 182,250,000.00

	Trade Date:
	 	February 22, 2006

	Effective Date:
	 	February 23, 2006

	Termination Date:

	 	January 15, 2013,
subject to
adjustment in
accordance with the
Modified Following
Business Day
Convention.






	 	 	 	 	 
	Floating Amounts:
	Floating Rate Payer:
	 	GSCM

	Floating Rate Payer Payment Dates:
	 	Quarterly, on each January 15, April 15, July

	 
	 	15 and October 15, commencing on April 15,
	 
	 	2006 and ending on the Termination Date,
	 
	 	subject to adjustment in accordance with the

	 
	 	Modified Following Business Day Convention

	Floating Rate for initial Calculation
Period:
	 	 	4.52688	%
	Floating Rate Option:
	 	USD-LIBOR-BBA

	Floating Rate Designated Maturity:
	 	3 Months
	Floating Rate Spread:
	 	Plus 6.25%

	Floating Rate Reset Dates:
	 	The first day of each Calculation Period

	Floating Rate Day Count Fraction:
	 	Actual/360

	Floating Rate Period End Dates:
	 	Adjusted in accordance with the Modified

	 
	 	Following Business Day Convention.

	Fixed Amounts:

	 

	Fixed Rate Payer:
	 	Counterparty

	Fixed Rate Payer Payment Dates:
	 	Quarterly, on each January 15, April 15, July

	 
	 	15 and October 15, commencing on April 15,
	 
	 	2006 and ending on the Termination Date,
	 
	 	subject to adjustment in accordance with the

	 
	 	Modified Following Business Day Convention

	Fixed Rate:
	 	 	11.36	%
	Fixed Rate Day Count Fraction:
	 	Actual/360

	Fixed Rate Period End Dates:
	 	Adjusted in accordance with the Modified

	 
	 	Following Business Day Convention.

	Business Days:
	 	New York and London

	Calculation Agent:
	 	As set forth in the Swap Agreement

	3. Additional Provisions:
	 	None

	4. Credit Support Documents:
	 	As set forth in the Swap Agreement

	 
	 	 	 	 
	5. Offices:

	(b) The Office of GSCM for this Transaction is 85 Broad Street, New York, New York, 10004.

	(b) The Office of Counterparty for this Transaction is 601 Clearwater Park Road, West Palm Beach, FL
33401.
_____________________________________________________







	 	 	 	 	 
	6. Counterparty hereby agrees (a) to check this Confirmation (Reference

	 
	 	 	 	 
	No.: LTAA1705640213.0) carefully and immediately upon receipt so that errors or

	 
	 	 	 	 
	discrepancies can be promptly identified and rectified and (b) to confirm that the

	 
	 	 	 	 
	foregoing correctly sets forth the terms of the agreement between GSCM and

	 
	 	 	 	 
	Counterparty with respect to the particular Transaction to which this Confirmation

	 
	 	 	 	 
	relates, by manually signing this Confirmation and providing the other information

	 
	 	 	 	 
	requested herein and immediately returning an executed copy to Swap Administration,

	 
	 	 	 	 
	facsimile No. 212-902-5692.

	 	

	 	

	 
	 	 	 	 
	
 
	 	Very truly yours,
	 	

	 
	 	 	 	 
	 	 	GOLDMAN SACHS CAPITAL MARKETS, L.P.

	 
	 	 	 	 
	 	 	By: Goldman Sachs Capital Markets, L.L.C.

	 
	 	 	 	 
	
 
	 	General Partner
	 	

	 
	 	 	 	 
	 	 	_________DRAFT______________________________

	 
	 	 	 	 
	Agreed and Accepted By:

	 	

	 	

	PAXSON COMMUNICATIONS CORPORATION
	 	 
	By: ___________DRAFT________________
	 	 
	 
	 	 	 	 
	Name: Richard Garcia

	 	

	 	

	 
	 	 	 	 
	Title: Senior Vice President and Chief Financial Officer
	 	 
	 
	 	 	 	 
	Date: February 22, 2006

	 	

	 	

	 
	 	 	 	 
	SUBSIDIARIES:

	 	

	 	

	BUD HITS, INC.

BUD SONGS, INC.

CLEARLAKE PRODUCTIONS, INC.

FLAGLER PRODUCTIONS, INC.

	 	







	 	







	 
	 	 	 	 
	IRON MOUNTAIN PRODUCTIONS, INC.
	 	 
	 
	 	 	 	 
	OCEAN STATE TELEVISION, LLC

PAX HITS PUBLISHING, INC.

PAX INTERNET, INC.

PAX NET, INC.

PAXSON AKRON LICENSE, INC.

PAXSON ALBANY LICENSE, INC.

	 	











	 	











	 
	 	 	 	 
	PAXSON ATLANTA LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BATTLE CREEK LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BIRMINGHAM LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BOSTON-68 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON BUFFALO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON CEDAR RAPIDS LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON CHARLESTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON CHICAGO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS LPTV, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF AKRON-23, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ALBANY-55, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BATTLE CREEK-43, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BOSTON-68, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DALLAS-68, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DENVER-59, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF DETROIT-31, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF HARTFORD-26, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF HONOLULU-66, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF INDIANAPOLIS-63, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MIAMI-35, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MILWAUKEE-55, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF MOBILE-61, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PHOENIX-13, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF RALEIGH-47, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF TAMPA-66, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF TUCSON-46, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF TULSA-44, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WASHINGTON-60, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
	 	 
	 
	 	 	 	 
	PAXSON COMMUNICATIONS TELEVISION, INC.
	 	 
	 
	 	 	 	 
	PAXSON DALLAS LICENSE, INC.

PAXSON DENVER LICENSE, INC.

	 	



	 	



	 
	 	 	 	 
	PAXSON DES MOINES LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON DETROIT LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON DEVELOPMENT, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON FAYETTEVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON FRESNO LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON GREENSBORO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON GREENVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON HARTFORD HOLDINGS, INC.
	 	 
	 
	 	 	 	 
	PAXSON HARTFORD LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON HAWAII LICENSE, INC.

PAXSON HOLDINGS, INC.

	 	



	 	



	 
	 	 	 	 
	PAXSON HOUSTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON INDIANAPOLIS HOLDINGS, INC.
	 	 
	 
	 	 	 	 
	PAXSON INDIANAPOLIS LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON JACKSONVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON JAX LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON KANSAS CITY LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON KNOXVILLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON LEXINGTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON LOS ANGELES LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MERCHANDISING & LICENSING, INC.
	 	 
	 
	 	 	 	 
	PAXSON MIAMI-35 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MILWAUKEE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MINNEAPOLIS LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON MOBILE LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON NEW YORK LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON NORFOLK LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON OKLAHOMA CITY LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON ORLANDO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON PHILADELPHIA LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON PHOENIX LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON PRODUCTIONS, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON RALEIGH LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON ROANOKE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SACRAMENTO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SALEM LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON SALT LAKE CITY LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SAN ANTONIO LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SAN JOSE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SCRANTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SEATTLE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SHREVEPORT LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SPOKANE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON SPORTS OF MIAMI, INC.
	 	 
	 
	 	 	 	 
	PAXSON SYRACUSE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON TAMPA-66 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON TELEVISION PRODUCTIONS, INC.
	 	 
	 
	 	 	 	 
	PAXSON TELEVISION, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON TENNESSEE LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON TULSA LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON WASHINGTON LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON WASHINGTON-60 LICENSE, INC.
	 	 
	 
	 	 	 	 
	PAXSON WAUSAU LICENSE, INC.

	 	

	 	

	 
	 	 	 	 
	PAXSON WEST PALM BEACH HOLDINGS, INC.
	 	 
	 
	 	 	 	 
	PAXSON WEST PALM BEACH LICENSE, INC.
	 	 
	 
	 	 	 	 
	By: ___________________________
	 	 
	Name: Richard Garcia

	 	

	 	

	Title: Senior Vice President and Treasurer of each
	 	 
	 
	 	 	 	 
	such Subsidiary, for and on behalf of each
	 	 
	 
	 	 	 	 
	such Subsidiary
	 	 
	 
	 	 	 	 
	Date: February 22, 2006

AMERICA 51, L.P.

	 	



	 	



	 
	 	 	 	 
	By: Paxson Communications of Phoenix 51, Inc.,
	 	 
	Its General Partner and Limited Partner
	 	 
	By: Paxson Communications Television, Inc., its
	 	 
	 
	 	 	 	 
	Limited Partner

	 	

	 	

	 
	 	 	 	 
	By: ___________________________
	 	 
	Name: Richard Garcia

	 	

	 	

	Title: Senior Vice President and Treasurer of such
	 	 
	 
	 	 	 	 
	General and Limited Partners
	 	 
	 
	 	 	 	 
	Date: February 22, 2006

	 	

	 	

	 
	 	 	 	 
	Counterparty Reference Number:
	 	[Please Provide]
	 
	 	 	 	 
	
 
	 	 	 	 
	 
	 	 	 	 







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