exv10w1x2y



 



Exhibit 10.1(2)



FIVE-YEAR CREDIT AGREEMENT




dated as of

May 3, 2005




among




BELO CORP.,

as Borrower,




The Lenders Party Hereto,




and




JPMORGAN CHASE BANK, N.A.

as Administrative Agent










J.P. MORGAN SECURITIES INC.

and

BANC OF AMERICA SECURITIES LLC,

as Joint Lead Arrangers and Joint Bookrunners




BANK OF AMERICA, N.A.,

as Syndication Agent




SUNTRUST BANK

THE BANK OF NEW YORK

and

BNP PARIBAS,

as Documentation Agents




MIZUHO CORPORATE BANK, LTD.

as Co-Documentation Agent







 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Definitions	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Defined Terms
	 	 	1	 
	SECTION 1.02.

	 	Classification of Loans and Borrowings
	 	 	14	 
	SECTION 1.03.

	 	Terms Generally
	 	 	14	 
	SECTION 1.04.

	 	Accounting Terms; GAAP
	 	 	15	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	The Credits	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Commitments
	 	 	15	 
	SECTION 2.02.

	 	Loans and Borrowings
	 	 	15	 
	SECTION 2.03.

	 	Requests for Revolving Borrowings
	 	 	16	 
	SECTION 2.04.

	 	Competitive Bid Procedure
	 	 	17	 
	SECTION 2.05.

	 	Letters of Credit
	 	 	19	 
	SECTION 2.06.

	 	Funding of Borrowings
	 	 	24	 
	SECTION 2.07.

	 	Interest Elections
	 	 	24	 
	SECTION 2.08.

	 	Termination and Reduction of Commitments
	 	 	26	 
	SECTION 2.09.

	 	Repayment of Loans; Evidence of Debt
	 	 	26	 
	SECTION 2.10.

	 	Prepayment of Loans
	 	 	27	 
	SECTION 2.11.

	 	Fees
	 		28	 
	SECTION 2.12.

	 	Interest
	 	 	29	 
	SECTION 2.13.

	 	Alternate Rate of Interest
	 	 	30	 
	SECTION 2.14.

	 	Increased Costs
	 	 	30	 
	SECTION 2.15.

	 	Break Funding Payments
	 	 	31	 
	SECTION 2.16.

	 	Taxes
	 	 	32	 
	SECTION 2.17.

	 	Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	33	 
	SECTION 2.18.

	 	Mitigation Obligations; Replacement of Lenders
	 	 	35	 
	SECTION 2.19.

	 	Increase in Commitments
	 	 	36	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Representations and Warranties	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Organization; Powers
	 	 	38	 
	SECTION 3.02.

	 	Authorization; Enforceability
	 	 	38	 
	SECTION 3.03.

	 	Governmental Approvals; No Conflicts
	 	 	38	 
	SECTION 3.04.

	 	Financial Condition; No Material Adverse Change
	 	 	38	 
	SECTION 3.05.

	 	Properties
	 	 	39	 
	SECTION 3.06.

	 	Litigation, Labor and Environmental Matters
	 	 	39	 
	 
	 	 	 	 	 	 
	

	 	i	 	 	 	 







 









 








	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 3.07.

	 	Compliance with Laws and Agreements
	 	 	40	 
	SECTION 3.08.

	 	Certain Legal Matters
	 	 	40	 
	SECTION 3.09.

	 	Taxes
	 	 	40	 
	SECTION 3.10.

	 	ERISA
	 	 	40	 
	SECTION 3.11.

	 	Disclosure
	 	 	40	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Conditions	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Effective Date
	 	 	41	 
	SECTION 4.02.

	 	Each Credit Event
	 	 	42	 
	

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Affirmative Covenants	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Financial Statements and Other Information
	 	 	43	 
	SECTION 5.02.

	 	Notices of Material Events
	 	 	44	 
	SECTION 5.03.

	 	Existence; Conduct of Business
	 	 	44	 
	SECTION 5.04.

	 	Payment of Obligations
	 	 	44	 
	SECTION 5.05.

	 	Maintenance of Properties; Insurance
	 	 	45	 
	SECTION 5.06.

	 	Books and Records; Inspection Rights
	 	 	45	 
	SECTION 5.07.

	 	Compliance with Laws
	 	 	45	 
	SECTION 5.08.

	 	Use of Proceeds and Letters of Credit
	 	 	45	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE VI	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Negative Covenants	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	Liens
	 	 	46	 
	SECTION 6.02.

	 	Fundamental Changes
	 	 	46	 
	SECTION 6.03.

	 	Transactions with Affiliates
	 	 	46	 
	SECTION 6.04.

	 	Restrictive Agreements
	 	 	46	 
	SECTION 6.05.

	 	Sale and Lease-Back Transactions
	 	 	46	 
	SECTION 6.06.

	 	Leverage
	 	 	47	 
	SECTION 6.07.

	 	Limitation on Subsidiary Indebtedness
	 	 	47	 
	SECTION 6.08.

	 	Interest Coverage
	 	 	47	 
	 

	 	ARTICLE VII	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Events of Default	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	ARTICLE VIII	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	The Administrative Agent	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	ii	 	 	 	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	

	 	ARTICLE IX	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	Miscellaneous	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Notices
	 	 	52	 
	SECTION 9.02.

	 	Waivers; Amendments
	 	 	52	 
	SECTION 9.03.

	 	Expenses; Indemnity; Damage Waiver
	 	 	53	 
	SECTION 9.04.

	 	Successors and Assigns
	 	 	54	 
	SECTION 9.05.

	 	Survival
	 	 	56	 
	SECTION 9.06.

	 	Counterparts; Integration; Effectiveness
	 	 	57	 
	SECTION 9.07.

	 	Severability
	 	 	57	 
	SECTION 9.08.

	 	Right of Setoff
	 	 	57	 
	SECTION 9.09.

	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	58	 
	SECTION 9.10.

	 	WAIVER OF JURY TRIAL
	 	 	58	 
	SECTION 9.11.

	 	Headings
	 	 	58	 
	SECTION 9.12.

	 	Confidentiality
	 	 	59	 
	SECTION 9.13.

	 	Interest Rate Limitation
	 	 	59	 
	SECTION 9.14.

	 	USA Patriot Act
	 	 	60	 
	 
	 	 	 	 	 	 
	

	 	Exhibits and Schedules	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A

	 	Form of Assignment and Assumption	 	 	 	 
	Exhibit B-1

	 	Form of Opinion of Counsel — General Counsel of Belo Corp.	 	 	 	 
	Exhibit B-2

	 	Form of Opinion of Counsel — Gibson, Dunn & Crutcher	 	 	 	 
	Exhibit B-3

	 	Form of Opinion of Regulatory Counsel — Wiley, Rein & Fielding	 	 	 	 
	Schedule 2.01

	 	Commitments	 	 	 	 
	Schedule 3.06

	 	Litigation, Labor and Environmental Matters	 	 	 	 
	Schedule 6.01

	 	Liens	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	iii	 	 	 	 







 









 









     CREDIT AGREEMENT dated as of May 3, 2005, among BELO CORP.; the
LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative
Agent (in such capacity, the “Administrative Agent”) and as Issuing Bank
(in such capacity, the “Issuing Bank”).



          The Borrower (such term and each other capitalized term used and not otherwise defined herein
having the meaning assigned to it in Article I) has requested the Lenders to extend credit to
enable the Borrower to borrow on a revolving credit basis and to obtain Letters of Credit on and
after the date hereof and at any time and from time to time prior to the Maturity Date. The
Borrower has also requested the Lenders to establish procedures pursuant to which the Borrower may
invite the Lenders to bid on an uncommitted basis on short-term borrowings by the Borrower maturing
on or prior to the Maturity Date. The proceeds of borrowings hereunder will be used for general
corporate purposes of the Borrower and the Subsidiaries, including acquisitions, stock repurchases,
commercial paper backup and the funding of working capital requirements. Letters of Credit issued
hereunder will be used for general corporate purposes of the Borrower and the Subsidiaries.



          The Lenders are willing to extend such credit to the Borrower on the terms and subject to the
conditions herein set forth.



          Accordingly, the parties hereto agree as follows:



ARTICLE I




Definitions




          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



          “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.



          “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the Lenders hereunder.



          “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



          “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



 









 





          “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1% per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.



          “Applicable Percentage” means on any date, with respect to any ABR Loan or Eurodollar
Loan or with respect to the commitment fees referred to in Section 2.11(a), as the case may be, the
applicable percentage set forth in the table below under the caption “ABR Spread”, “Eurodollar
Spread” or “Commitment Fee Percentage”, as the case may be, based upon the ratings of the Index
Debt of the Borrower in effect on such date:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Commitment	 	 	 	 	 	 	 
	 	 	Ratings	 	Fee	 	 	Eurodollar	 	 	ABR	 
	 	 	S&P/Moody’s/Fitch	 	Percentage	 	 	Spread	 	 	Spread	 
	Category 1
	 	BBB+/Baa1/BBB+ or higher	 	 	0.100	%	 	 	0.500	%	 	 	0.0	%
	Category 2
	 	BBB/Baa2/BBB	 	 	0.125	%	 	 	0.625	%	 	 	0.0	%
	Category 3
	 	BBB-/Baa3/BBB-	 	 	0.150	%	 	 	0.750	%	 	 	0.0	%
	Category 4
	 	BB+/Ba1/BB+	 	 	0.175	%	 	 	1.000	%	 	 	0.0	%
	Category 5
	 	BB/Ba2/BB or lower	 	 	0.250	%	 	 	1.250	%	 	 	0.250	%










For purposes of the foregoing, (i) if no rating for the Index Debt of the Borrower shall be
available from any of Moody’s, S&P or Fitch, such rating agency shall be deemed to have established
a rating for Index Debt of the Borrower in Category 5, unless the failure of the rating agencies to
rate the Index Debt is not the result of a change in the creditworthiness of the Borrower or the
Index Debt and is not within the control of the Borrower, in which case the Borrower and the
Lenders shall negotiate in good faith to amend this definition to reflect a new method of
determining the Applicable Percentage, (ii) if the ratings established or deemed to have been
established by Moody’s, S&P and Fitch for the Borrower shall fall within different Categories, the
Applicable Percentage shall be based upon the superior (or numerically lower) Category, unless the
ratings differ by more than one Category, in which case, if the Index Debt is rated in the same
Category by two rating agencies and a lower Category by the third rating agency, the higher rating
shall govern, otherwise the governing rating shall be the rating next below the highest of the
three, and (iii) if any rating established or deemed to have been established by Moody’s, S&P or
Fitch shall be changed (other than as a result of a change in the rating system of any of Moody’s,
S&P or Fitch), such change shall be effective as of the date on which such change is first
announced by the rating agency making such change. Each such change in the Applicable Percentage
shall apply to all Eurodollar Loans and all ABR Loans that are outstanding at any time during the
period commencing on the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of any of Moody’s, S&P or




2









 








Fitch shall change prior to the Maturity Date, the Borrower and the Lenders shall negotiate in good
faith to amend the references to specific ratings in this definition to reflect such changed rating
system.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by
the Administrative Agent.



          “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Commitments.



          “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.



          “Borrower” means Belo Corp., a Delaware corporation.



          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Competitive Loan or group of Competitive Loans of the same Type made on the same
date and as to which a single Interest Period is in effect.



          “Borrowing Request” means a request by the Borrower for a Revolving Borrowing in
accordance with Section 2.03.



          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.



          “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.



          A “Change in Control” shall be deemed to have occurred if (a) any person or group
(within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date
hereof) other than officers of the Borrower and Continuing Directors shall own, directly or
indirectly, beneficially or of record, shares representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding capital stock of the Borrower; or (b) a
majority of the seats (other than vacant seats) on the board of directors of the Borrower shall at
any time be occupied by persons who are not Continuing Directors.



3









 





          “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.14, by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
law, rule or regulation, or any guideline or directive (whether or not having the force of law) of
any Governmental Authority, or any request of any Governmental Authority with which such Lender or
the Issuing Bank believes in good faith that it would be disadvantageous not to comply, in each
case made or issued after the date of this Agreement.



          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans or Competitive Loans.



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



          “Commitment” means, with respect to each Lender, the commitment of such Lender to make
Revolving Loans and to acquire participations in Letters of Credit hereunder, expressed as an
amount representing the maximum permitted aggregate amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its
Commitment, as applicable.



          “Competitive Bid” means an offer by a Lender to make a Competitive Loan in accordance
with Section 2.04.



          “Competitive Bid Rate” means, with respect to any Competitive Bid, the Margin or the
Fixed Rate, as applicable, offered by the Lender making such Competitive Bid.



          “Competitive Bid Request” means a request by the Borrower for Competitive Bids in
accordance with Section 2.04.



          “Competitive Loan” means a Loan made pursuant to Section 2.04.



          “Continuing Directors” means (i) the members of the Board of Directors of the Borrower
on the date hereof and (ii) future members of such Board of Directors who were nominated or
appointed by a majority of the Continuing Directors at the date of their nomination or appointment.



          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through



4









 





the ability to exercise voting power, by contract or otherwise. “Controlling” and
“Controlled” have meanings correlative thereto.




          “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



          “Disclosed Matters” means the actions, suits and proceedings, labor controversies and
the environmental matters disclosed in Schedule 3.06. The disclosure of information in Schedule
3.06 or in any other schedule or exhibit to this Agreement shall not constitute an admission by the
Borrower that such information is material for any purpose, including applicable securities laws,
other than this Agreement and the transactions provided for herein.



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



          “Effective Date” means the first date on which the conditions specified in Section
4.01 are satisfied (or waived in accordance with Section 9.02).



          “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, release or threatened release of any Hazardous Material or to
health and safety matters.



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



          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.



          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan; (b) the existence with respect to any
Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302
of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an



5









 





application for a waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence of any liability under Title IV of ERISA with respect to the termination of any Plan or
the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan
or Multiemployer Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a
plan administrator of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; or (f) the receipt by the Borrower or any ERISA Affiliate
of any notice concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.




          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the LIBO Rate.



          “Event of Default” has the meaning assigned to such term in Article VII.



          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the jurisdiction under the laws of which it is organized or managed, or the jurisdiction in which
its principal office is located, or any jurisdiction in which it is doing business other than
solely by reason of this Agreement, or, in the case of any Lender, the jurisdiction in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any
U.S. Federal withholding tax that (i) is in effect and would apply to amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement, unless (and to
the extent that) (A) such withholding tax liability arises or is increased by reason of a Change in
Law occurring after such Foreign Lender becomes a Lender under this Agreement or (B) such Foreign
Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts
from the Borrower with respect to such withholding tax liability pursuant to Section 2.16(a) or
(ii) is imposed on amounts payable to such Foreign Lender under this Agreement because of its
failure or inability to comply with Section 2.16(e).



          “FCC” means the Federal Communications Commission and any successors thereto.



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




6










 





the quotations for such day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.




          “Film Contracts” mean contracts or agreements with suppliers which provide the right
to broadcast certain specified film or video tape motion pictures.



          “Financial Officer” means the chief financial officer, vice president of finance,
principal accounting officer, treasurer or controller of the Borrower.



          “Fitch” shall mean Fitch Investors Service, Inc.



          “Fixed Rate” means, with respect to any Competitive Loan bearing interest at a fixed
rate, the fixed rate of interest per annum specified by the Lender making such Competitive Loan in
its related Competitive Bid.



          “Fixed Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.



          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.



          “Funded Debt” means without duplication, all Indebtedness, other than short-term
obligations under Film Contracts.



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



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



          “Guarantee” means any agreement by which the Borrower or any Subsidiary assumes,
guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or
otherwise becomes liable upon, the Indebtedness of another Person.



          “Hedging Agreement” means any interest rate protection agreement, foreign currency
exchange agreement or option, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.



          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials,



7









 




polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.




          “Indebtedness” means, without duplication, the Borrower’s and each Subsidiary’s (a)
obligations for borrowed money, (b) obligations representing the deferred purchase price of
property (including, without limitation, under Film Contracts) other than accounts payable arising
in connection with the purchase of inventory in the ordinary course of business, (c) obligations,
whether or not assumed, secured by Liens on or payable out of the proceeds or production from
property now or hereafter owned or acquired by the Borrower or any Subsidiary, (d) obligations
created under any conditional purchase or other title retention agreements, (e) Capital Lease
Obligations, letters of credit, bonds or similar instruments and bankers’ acceptances, (f)
obligations under Guarantees; provided, however, that Indebtedness shall not
include obligations of the Borrower or any Subsidiary incurred in connection with the
self-insurance program or employee benefit plans and programs of the Borrower or the Subsidiaries,
and (g) obligations to make payments that would be required to be made in the event of an early
termination, on the date Indebtedness of the Borrower or any Subsidiary is being determined, in
respect of outstanding Hedging Agreements.



          “Indemnified Taxes” means Taxes other than Excluded Taxes.



          “Index Debt” means the senior, unsecured, long-term, non-credit enhanced Indebtedness
of the Borrower.



          “Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.07.



          “Interest Expense” means, with respect to the Borrower and the Subsidiaries for any
period, the interest expense of the Borrower and the Subsidiaries determined on a consolidated
basis in accordance with GAAP, including, without limitation, (a) the amortization of debt
discounts, (b) the amortization of all fees (including, without limitation, fees with respect to
interest rate protection agreements) payable in connection with the incurrence of Indebtedness and
(c) the portion of any Capital Lease Obligation allocable to interest expense.



          “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each
March, June, September and December, (b) with respect to any Eurodollar Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to
the last day of such Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period, and (c) with respect to any Fixed Rate Loan, the last day of the
Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than 90 days’ duration (unless otherwise
specified in the applicable Competitive Bid Request), each day prior to the last day of such
Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest



8









 





Period, and any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing.




          “Interest Period” means (a) with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower may elect, and (b)
with respect to any Fixed Rate Borrowing, the period (which shall not be less than 7 days or more
than 360 days) commencing on the date of such Borrowing and ending on the date specified in the
applicable Competitive Bid Request; provided, that (i) if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of
a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.



          “Issuing Bank” means JPMorgan Chase Bank, N.A., in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i).
The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such
Affiliate with respect to Letters of Credit issued by such Affiliate.



          “Joint Venture” means a Subsidiary organized or purchased after the date hereof by the
Borrower (or one or more Subsidiaries) and one or more third parties owning equity interests in
such Subsidiary to engage in one or more business ventures permitted under Section 6.02(b).



          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.



          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of
any Lender at any time shall be its Participation Percentage of the total LC Exposure at such time.



          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, other than any such Person
that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.



9









 





          “Letter of Credit” means any letter of credit issued pursuant to this Agreement.



          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for
a maturity comparable to such Interest Period are offered to the principal London office of the
Administrative Agent or any Affiliate designated by the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period.



          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.



          “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.



          “Margin” means, with respect to any Competitive Loan bearing interest at a rate based
on the LIBO Rate, the marginal rate of interest, if any, to be added to or subtracted from the LIBO
Rate to determine the rate of interest applicable to such Loan, as specified by the Lender making
such Loan in its related Competitive Bid.



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



          “Material Indebtedness” means Indebtedness (other than the Loans) of any one or more
of the Borrower and the Subsidiaries in a principal amount for any such Indebtedness in excess of
$20,000,000 or in an aggregate principal amount for all such Indebtedness in excess of $35,000,000.



10









 





          “Material Subsidiary” means each Subsidiary other than Subsidiaries that, (a)
individually do not account for more than (i) 2% of the assets or (ii) 2% of the net revenues and
(b) in the aggregate do not account for more than (i) 5% of the assets or (ii) 5% of the net
revenues, in each case, at the end of or for the four fiscal quarters most recently ended, of the
Borrower and the Subsidiaries on a consolidated basis.



          “Maturity Date” means May 3, 2010.



          “Moody’s” shall mean Moody’s Investors Service, Inc.



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



          “Operating Cash Flow” means, for the Borrower and its Subsidiaries for any relevant
period, on a consolidated basis, the sum of (i) earnings before income taxes for such period
(without taking into account extraordinary or nonrecurring items), plus (ii) depreciation and
amortization expense during such period, plus (iii) Interest Expense actually incurred or
accrued during such period, determined in accordance with GAAP plus (iv) noncash charges to
the extent deducted in computing earnings (provided that any cash payment made with respect to any
noncash charge that has been added pursuant to this clause (iv) shall be subtracted in computing
Operating Cash Flow for the period in which such cash payment is made); provided,
however, that Operating Cash Flow shall not include (i) any income or loss attributable to
any investment accounted for on the “equity” method of accounting or (ii) losses not in excess of
$10,000,000 during any period of four consecutive fiscal quarters, or $25,000,000 in the aggregate
for all periods after March 31, 2005, that in either case are associated with new business
development investments.



          “Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution or delivery of, or otherwise with respect to, this Agreement.



          “Participation Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or
expired, the Participation Percentages shall be determined based upon the Commitments most recently
in effect, giving effect to any assignments.



          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in
ERISA.



          “Permitted Liens” means (a) Liens for Taxes not yet due and payable, mechanic’s Liens
and materialman’s, shipper’s or warehouseman’s Liens for services or materials and landlord’s Liens
for rental amounts for which payment is not yet due or which are being contested in good faith by
appropriate proceedings, (b) Liens securing any purchase money Indebtedness (including Capital
Lease Obligations relating to assets acquired after the date hereof) if such Liens do not encumber
any property other than the



11









 






property for the purchase of which such purchase money
Indebtedness was incurred, (c) the currently existing Liens described in
Schedule 6.01 hereto, if any, and renewals thereof, (d) pledges or
deposits made to secure payment of worker’s compensation, unemployment
insurance, pensions, or other social security programs, (e) good-faith
pledges or deposits made to secure performance of bids, tenders, contracts
(other than for the repayment of borrowed money), or leases, or to secure
statutory obligations, surety or appeal bonds, or indemnity, performance, or
other similar bonds in the ordinary course of business, (f) encumbrances
consisting of zoning restrictions, easements, utility district assessments or
other restrictions on the use of property, none of which materially impairs the
operation by the Borrower and the Subsidiaries (taken as a whole) of their
business, and none of which is violated by existing or proposed structures or
land use where such violation would materially impair the operation by the
Borrower and the Subsidiaries (taken as a whole) of their business,
(g) the following, if the validity or amount thereof is being contested in
good faith and by appropriate and lawful proceedings and so long as levy and
execution thereon have been stayed and continue to be stayed, or they do not in
the aggregate materially detract from the value of any material assets or the
operations of the Borrower and the Subsidiaries taken as a whole: claims and
Liens for Taxes due and payable; claims and Liens upon, and defects of title
to, property, including any attachment of property or other legal process prior
to adjudication of a dispute on the merits; claims and Liens of mechanics,
materialmen, warehousemen, carriers, landlords, or other Liens; and judgment
Liens; (h) any Lien or encumbrance deemed to exist by virtue of any
agreement or arrangement expressly permitted by Section 6.04; and
(i) any Lien existing on any property or asset prior to the acquisition
thereof by the Borrower or any Subsidiary or existing on any property or asset
of any Person that becomes a Subsidiary after the date hereof prior to the time
the Person becomes a Subsidiary; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on
the date of such acquisition or the date such Person becomes a Subsidiary, as
the case may be.



          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in
Section 3(5) of ERISA.



          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City;
each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.



12









 





          “Pro Forma Operating Cash Flow” means, for any relevant period, Operating Cash Flow of
the Borrower and its Subsidiaries on a consolidated basis adjusted to include the Operating Cash
Flow of any operating units or entities acquired during such relevant period and to exclude the
Operating Cash Flow of any operating units or entities divested or sold during such relevant period
(in each case, as if the acquisition or divestiture had occurred at the beginning of such relevant
period); provided, that (a) for purposes of determining Pro Forma Operating Cash Flow, that
portion of total Operating Cash Flow attributable to any Restricted Joint Venture shall, to the
extent positive, and subject to clause (b) below, be excluded to the extent required in order that
not more than 5% of total Operating Cash Flow shall be attributable to any one or more Restricted
Joint Ventures, and (b) any portion of Operating Cash Flow attributable to a Restricted Joint
Venture that would otherwise be excluded under the preceding proviso may nevertheless be included
in Pro Forma Operating Cash Flow to the extent it does not exceed the cash dividends or other cash
distributions received by the Borrower and its other Subsidiaries from such Restricted Joint
Venture during the relevant period.



          “Register” has the meaning set forth in Section 9.04.



          “Required Lenders” means, at any time, Lenders having Revolving Credit Exposures and
unused Commitments representing more than 51% of the sum of the total Revolving Credit Exposures
and unused Commitments at such time; provided that, for purposes of declaring the Loans to
be due and payable pursuant to Article VII, and for all purposes after the Loans become due and
payable pursuant to Article VII or the Commitments expire or terminate, the outstanding Competitive
Loans of the Lenders shall be included in their respective Revolving Credit Exposures in
determining the Required Lenders.



          “Reportable Event” means any reportable event as defined by Section 4043 of ERISA and
the regulations issued under such Section with respect to a Plan (other than a Multiemployer Plan),
excluding, however, such events as to which the PBGC by regulation or by technical update waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of
such event; provided that a failure to meet the minimum funding standard of Section 412 of
the Code and Section 302 of ERISA shall be a reportable event regardless of the issuance of any
waiver in accordance with Section 412(d) of the Code.



          “Restricted Joint Venture” means a Joint Venture that is subject to any agreement or
other arrangement that prohibits, restricts or imposes any condition upon its ability, or the
ability of the Borrower or a Subsidiary to cause it, to pay dividends or other distributions with
respect to its shares of capital stock or other equity interests.



          “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
the outstanding principal amounts of such Lender’s Revolving Loans and its LC Exposure at such
time.



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




13










 






          “S&P” shall mean Standard and Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc.



          “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the equity or
more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as
of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by
the parent and one or more subsidiaries of the parent.



          “Subsidiary” means any subsidiary of the Borrower.



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



          “Transactions” means the execution, delivery and performance by the Borrower of this
Agreement, the borrowing of the Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.



          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBO Rate, the Alternate Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO
Rate or a Fixed Rate.



          “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001.



          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type
(e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving
Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g.,
a “Eurodollar Revolving Borrowing”).



          SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to



14









 





have the same meaning and effect as the word “shall”. Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided that, if the Borrower notifies the Administrative Agent
that the Borrower requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on the operation of
such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.



ARTICLE II




The Credits




          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each
Lender agrees to make Revolving Loans to the Borrower from time to time during the Availability
Period in dollars in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment or (b) the sum of the total Revolving
Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the
total Commitments. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Revolving Loans.



          SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall be made as part of
a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their
respective Participation Percentages. Each Competitive Loan shall be made in accordance with the
procedures set forth in Section 2.04. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder; provided that
the Commitments and



15









 





Competitive Bids of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required.




          (b) Subject to Section 2.13, (i) each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance herewith, and (ii) each
Competitive Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar
Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement; provided
further, that if the designation of any such foreign branch or Affiliate shall result in
any costs, reductions or Taxes which would not otherwise have been applicable and for which such
Lender would, but for this proviso, be entitled to request compensation under Section 2.14 or 2.16,
such Lender shall not be entitled to request such compensation unless it shall in good faith have
determined such designation to be necessary or advisable to avoid any material disadvantage to it.



          (c) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is (i) equal to
the entire unused balance of the total Commitments or (ii) required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.05(e). Each Competitive Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.
Borrowings of more than one Type and Class may be outstanding at the same time; provided
that there shall not at any time be more than a total of 10 Eurodollar Revolving Borrowings
outstanding.



          (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



          SECTION 2.03. Requests for Revolving Borrowings. In order to request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business
Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including an
ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.05(e)), not later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in
a form approved by the Administrative Agent and signed by the Borrower. Each such



16









 





telephonic and written Borrowing Request shall specify the following information in compliance
with Section 2.02:





     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




     (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




     (v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.06.



If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to have selected an
Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.




          SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms and conditions set
forth herein, from time to time during the Availability Period the Borrower may request Competitive
Bids and may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive
Loans; provided that the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans at any time shall not exceed the total
Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, repay and reborrow Competitive Loans at the discretion of the Lenders that
elect to make Competitive Bids in accordance with the procedures set forth herein. In order to
request Competitive Bids, the Borrower shall notify the Administrative Agent of such request by
telephone, in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time,
four Business Days before the date of the proposed Borrowing and, in the case of a Fixed Rate
Borrowing, not later than 10:00 a.m., New York City time, one Business Day before the date of the
proposed Borrowing; provided that a Competitive Bid Request shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless any and all such
previous Competitive Bid Requests shall have been withdrawn or all Competitive Bids received in
response thereto rejected. Each such telephonic Competitive Bid Request shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written Competitive Bid
Request in a form approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Competitive Bid Request shall specify the following information in
compliance with Section 2.02:



17









 






     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate
Borrowing;




     (iv) the Interest Period to be applicable to such Borrowing, which shall be a period
contemplated by the definition of the term “Interest Period”; and




     (v) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.06.



Promptly following receipt of a Competitive Bid Request in accordance with this Section, the
Administrative Agent shall notify the Lenders of the details thereof by telecopy, inviting the
Lenders to submit Competitive Bids.




          (b) Each Lender may (but shall not have any obligation to) make one or more Competitive Bids
to the Borrower in response to a Competitive Bid Request. Each Competitive Bid by a Lender must be
in a form approved by the Administrative Agent and must be received by the Administrative Agent by
telecopy, in the case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., New York
City time, three Business Days before the proposed date of such Competitive Borrowing, and in the
case of a Fixed Rate Borrowing, not later than 9:30 a.m., New York City time, on the proposed date
of such Competitive Borrowing. Competitive Bids that do not conform substantially to the form
approved by the Administrative Agent may be rejected by the Administrative Agent, and the
Administrative Agent shall notify the applicable Lender as promptly as practicable. Each
Competitive Bid shall specify (i) the principal amount (which shall be a minimum of $5,000,000 and
an integral multiple of $1,000,000 and which may equal the entire principal amount of the
Competitive Borrowing requested by the Borrower) of the Competitive Loan or Loans that the Lender
is willing to make, (ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make
such Loan or Loans (expressed as a percentage rate per annum in the form of a decimal to no more
than four decimal places) and (iii) the Interest Period applicable to each such Loan and the last
day thereof.



          (c) The Administrative Agent shall promptly notify the Borrower by telecopy of the Competitive
Bid Rate and the principal amount specified in each Competitive Bid and the identity of the Lender
that shall have made such Competitive Bid.



          (d) Subject only to the provisions of this paragraph (d), the Borrower may accept or reject
any Competitive Bid. The Borrower shall notify the Administrative Agent by telephone, confirmed by
telecopy in a form approved by the Administrative Agent, whether and to what extent it has decided
to accept or reject each Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not
later than 10:30 a.m., New York City time, three Business Days before the date of the proposed
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m., New



18









 





York City time, on the proposed date of the Competitive Borrowing; provided, that (i)
the failure of the Borrower to give such notice shall be deemed to be a rejection of each
Competitive Bid, (ii) the Borrower shall not accept a Competitive Bid made at a particular
Competitive Bid Rate if the Borrower rejects a Competitive Bid made at a lower Competitive Bid
Rate, (iii) the aggregate amount of the Competitive Bids accepted by the Borrower shall not exceed
the aggregate amount of the requested Competitive Borrowing specified in the related Competitive
Bid Request, (iv) to the extent necessary to comply with clause (iii) above, the Borrower may
accept Competitive Bids at the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata in accordance with
the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no
Competitive Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a
minimum principal amount of $5,000,000 and an integral multiple of $1,000,000; provided
further that if a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any
integral multiple thereof, and in calculating the pro rata allocation of acceptances of portions of
multiple Competitive Bids at a particular Competitive Bid Rate pursuant to clause (iv) the amounts
shall be rounded to integral multiples of $1,000,000 in a manner determined by the Borrower. A
notice given by the Borrower pursuant to this paragraph (d) shall be irrevocable.




          (e) The Administrative Agent shall promptly notify each bidding Lender by telecopy whether or
not its Competitive Bid has been accepted (and, if so, the amount and Competitive Bid Rate so
accepted), and each successful bidder will thereupon become bound, subject to the terms and
conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been
accepted.



          (f) If any Lender that is the Administrative Agent or an Affiliate of the Administrative Agent
shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the Borrower at least one quarter of an hour earlier than the time by
which the other Lenders are required to submit their Competitive Bids to the Administrative Agent
pursuant to paragraph (b) of this Section.



          SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated
in dollars for its own account, in a form reasonably acceptable to the Administrative Agent and the
Issuing Bank, at any time and from time to time during the Availability Period. In the event of
any inconsistency between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.



          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if arrangements for doing so have been



19









 





approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (at least three
Business Days in advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension
(which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also
shall submit a letter of credit application on the Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $35,000,000 and (ii) the sum
of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding
Competitive Loans shall not exceed the total Commitments.




          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is five Business Days prior to the Maturity Date. Any Letter of
Credit may provide by its terms that it may be extended for additional successive one-year periods
on terms reasonably acceptable to the Issuing Bank. Any Letter of Credit providing for automatic
extension shall be extended upon the then current expiration date without any further action by any
person unless the Issuing Bank shall have given notice to the applicable beneficiary (with a copy
to the Borrower) of the election by the Issuing Bank not to extend such Letter of Credit by a time
agreed upon by the Borrower and the Issuing Bank and set forth in such Letter of Credit,
provided, that no Letter of Credit may be extended automatically or otherwise beyond the
date that is five Business Days prior to the Maturity Date. For clarification purposes only and
subject to the terms and conditions set forth in this Agreement, a Letter of Credit for which the
Borrower has deposited cash collateral in an account with the Administrative Agent pursuant to
paragraph (j) of this Section in an amount equal to the full undrawn face amount of such Letter of
Credit shall remain outstanding until its stated expiration date.



          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Participation Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank,
such Lender’s Participation Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section,



20









 





or of any reimbursement payment required to be refunded to the Borrower for any reason. Each
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.




          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the
date that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York
City time, on (i) the Business Day that the Borrower receives such notice, if such notice is
received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such
payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so
financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender’s Participation Percentage thereof.
Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its
Participation Percentage of the payment then due from the Borrower, in the same manner as provided
in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the
Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment
made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan
and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.



          (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of



21









 





Credit proving to be forged, fraudulent or invalid in any respect or any statement therein
being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or
equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder.
None of the Administrative Agent, the Lenders, the Issuing Bank or any of their Related Parties
shall have any liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error,
omission, interruption, loss or delay in transmission or delivery of any draft, notice or other
communication under or relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct
damages (as opposed to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the
Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree that, in the absence of gross negligence or wilful misconduct on the part of the Issuing Bank
(as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to
have exercised care in each such determination. In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented which
appear on their face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the
contrary, or refuse to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.




          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder; provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Lenders with respect to any such LC Disbursement.



          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date on
which such LC Disbursement is made to but excluding the date on which the Borrower reimburses such
LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided
that, if the Borrower fails



22









 





to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then
Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of
such Lender to the extent of such payment.




          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the
successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.11(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank
shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing
Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.



          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure
representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal
to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided
that the obligation to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in clause (i) or (j)
of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment of such deposits,
which investments shall be made at the option and sole discretion of the Administrative Agent and
at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of
the Borrower under this



23









 





Agreement. If the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default
have been cured or waived. For clarification purposes only and subject to the terms and conditions
set forth in this Agreement, a Letter of Credit for which the Borrower has deposited cash
collateral in an account with the Administrative Agent pursuant to this paragraph (j) in an amount
equal to the full undrawn face amount of such Letter of Credit shall remain outstanding until its
stated expiration date.




          SECTION 2.06. Funding of Borrowings. (a) Each Lender shall make each Loan to be made
by it hereunder on the proposed date thereof by wire transfer of immediately available funds by
12:00 noon, New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York City and designated by
the Borrower in the applicable Borrowing Request or Competitive Bid Request; provided that
ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section
2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.



          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of the Borrower, the interest rate borne by the applicable
Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.



          SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Revolving
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect new Interest Periods
therefor, all as provided in this Section. The Borrower may elect different options with respect
to different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans



24









 





comprising each such portion shall be considered a separate Borrowing. This Section shall not
apply to Competitive Borrowings, which may not be converted or continued.




          (b) In order to make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower.



          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:




     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.



If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Revolving Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof,
if an Event of Default has occurred and is continuing and the Administrative Agent, at the request
of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is
continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar



25









 





Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted to an
ABR Borrowing at the end of the Interest Period applicable thereto.




          SECTION 2.08. Termination and Reduction of Commitments.



          (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.



          (b) Subject to Section 2.10(d), the Borrower may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an
amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans, the sum of the Revolving Credit Exposures plus the aggregate principal
amount of outstanding Competitive Loans would exceed the total Commitments.



          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section at least three Business Days prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of
the Commitments shall be made ratably among the Lenders in accordance with their respective
Commitments.



          SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the
Administrative Agent for the account of each applicable Lender the then unpaid principal amount of
each Competitive Loan on the last day of the Interest Period applicable to such Loan.



          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.



26









 





          (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this Agreement.



          (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent.



          SECTION 2.10. Prepayment of Loans. (a) Subject to Sections 2.10(d) and 2.15, the
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or
in part.



          (b) In the event of any termination of the Commitments, the Borrower shall prepay all
outstanding Borrowings on the date of such termination. In the event of any reduction of the
Commitments, the Borrower shall prepay outstanding Borrowings to the extent, if any, necessary so
that, on the date of and after giving effect to such reduction, the sum of the Revolving Credit
Exposures and the aggregate principal amount of the outstanding Competitive Loans does not exceed
the total Commitments.



          (c) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of
any prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not
later than 11:00 a.m., New York City time, three Business Days before the date of prepayment, or
(ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving
Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing
shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.12.



          (d) The Borrower shall not have the right to prepay any Competitive Loan and shall not
terminate or reduce the Commitments if such termination or reduction would require prepayment of
any Competitive Loan.



27









 





          SECTION 2.11. Fees. (a) The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a commitment fee, which shall accrue at the Applicable Percentage per
annum on the daily unused amount of the Commitment of such Lender during the period from and
including the date hereof to but excluding the date on which such Commitment terminates;
provided that for purposes of calculating commitment fees, outstanding Competitive Loans
shall not be counted as usage of the Lenders’ Commitments. Accrued commitment fees shall be
payable in arrears on the last day of March, June, September and December of each year and on the
date on which the Commitments terminate, commencing on the first such date to occur after the date
hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day).



          (b) The Borrower agrees to pay to the Administrative Agent for the accounts of the Lenders,
ratably in accordance with their respective Commitments, the upfront fees separately agreed upon
between the Borrower and the Lenders. The upfront fees shall be payable on the date of this
Agreement.



          (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
a participation fee with respect to such Lender’s participations in Letters of Credit, which shall
accrue at the same Applicable Rate used to determine the interest rate applicable to Eurodollar
Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates
and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the
LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during
the period from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as
the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and December of each year
shall be payable on the third Business Day following such last day, commencing on the first such
date to occur after the Effective Date; provided that all such fees shall be payable on the
date on which the Commitments terminate and any such fees accruing after the date on which the
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day).



          (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent.



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          (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees, participation fees and upfront fees, to the Lenders.
Fees paid shall not be refundable under any circumstances.



          SECTION 2.12. Interest. (a) The Loans comprising each ABR Borrowing shall bear
interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Percentage from
time to time in effect.



          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum
equal to the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable
Percentage from time to time in effect (or, in the case of a Competitive Loan, the LIBO Rate for
the Interest Period in effect for such Borrowing plus the Margin offered by the Lender making such
loan and accepted by the Borrower pursuant to Section 2.04).



          (c) Each Fixed Rate Loan shall bear interest at a rate per annum equal to the Fixed Rate
applicable to such Loan.



          (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, the rate
otherwise applicable to such Loan as provided above plus 2% per annum or (ii) in the case of any
other amount, the rate applicable to ABR Loans as provided above plus 2% per annum.



          (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan; provided that (i) interest accrued pursuant to paragraph (d) of this Section
shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other
than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment, (iii) in the event of any conversion of any Loan (other than an ABR Revolving Loan)
prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be
payable on the effective date of such conversion and (d) in the event the Commitments are
terminated, all accrued and unpaid interest on the Loans shall be paid on the date of such
termination.



          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be conclusive absent manifest
error.



29









 





          SECTION 2.13. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:



          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for
such Interest Period or that a Change in Law makes it unlawful for any one or more of the Lenders
to make a Eurodollar Loan; or



          (b) the Administrative Agent is advised by the Required Lenders that, as a result of a Change
in Law or other unusual events or conditions affecting the markets in which such Lenders conduct
their funding operations, the LIBO Rate for such Interest Period will be lower than the actual cost
to such Lenders of obtaining the funds necessary to make or maintain their Loans comprising such
Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing
to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective,
(ii) if any Borrowing Request requests a Eurodollar Revolving Borrowing, such Borrowing shall be
made as an ABR Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the circumstances giving rise to such
notice do not affect all the Lenders, then requests by the Borrower for Eurodollar Competitive
Borrowings may be made to Lenders that are not affected thereby and (B) if the circumstances giving
rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be
permitted.




          SECTION 2.14. Increased Costs. (a) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made by such
Lender or any Letter of Credit or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan or Fixed Rate Loan or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the
amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of
principal, interest or otherwise) by an amount deemed by such Lender or the Issuing Bank, as the
case may be, to be material, then the Borrower will pay to such Lender or the Issuing Bank, as the
case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.




30









 








          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s capital
or the Issuing Bank’s capital or on the capital of such Lender’s holding company or the Issuing
Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by or
participations in Letters of Credit held by such Lender, or the Letters of Credit issued by the
Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s holding
company or the Issuing Bank’s holding company could have achieved but for such Change in Law
(taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such
Lender’s holding company or the Issuing Bank’s holding company with respect to capital adequacy) by
an amount deemed by such Lender or the Issuing Bank, as the case may be, to be material, then from
time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s
holding company or the Issuing Bank’s holding company for any such reduction suffered.



          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, and setting forth in reasonable detail the
manner in which such amount or amounts shall have been determined, shall be delivered to the
Borrower and shall, if submitted in good faith, be conclusive absent manifest error. The Borrower
shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.



          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Bank’s right
to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions
incurred more than six months prior to the date that such Lender or the Issuing Bank, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be extended to include
the period of retroactive effect thereof.



          (e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled
to compensation pursuant to this Section in respect of any Competitive Loan if the Change in Law
that would otherwise entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Bid pursuant to which such Loan was made.



          SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan or Fixed Rate Loan other than on the last day of an Interest
Period applicable thereto, (b) the conversion of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto, (c) the failure to



31









 





borrow, convert, prepay or continue any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be revocable and is
revoked in accordance herewith), (d) the failure to borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar Loan or Fixed Rate Loan
other than on the last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event by payment to such Lender of an
amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest
that such Lender would pay for a deposit equal to the principal amount of the applicable Loan for
the period from the date of such payment, conversion, failure or assignment to the last day of the
then current Interest Period for such Loan (or, in the case of a failure to borrow, convert, prepay
or continue, the duration of the Interest Period that would have resulted from such borrowing,
conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted
LIBO Rate, the Adjusted CD Rate or the Fixed Rate, as the case may be, in effect (or that would
have been in effect) for such Interest Period, over (ii) the amount of interest that such Lender
would earn on such principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or an affiliate of
such Lender) for dollar deposits at other banks in the London interbank market at the commencement
of such period. A certificate of any Lender setting forth any amount or amounts that such Lender
is entitled to receive pursuant to this Section, and setting forth in reasonable detail the manner
in which such amount or amounts shall have been determined, shall be delivered to the Borrower and
shall, if submitted in good faith, be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount of such Loan had such event not occurred, at the
LIBO Rate (not including the Applicable Percentage added to the LIBO Rate under Section 2.12(b))
that would have been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of such period, for
dollar deposits of a comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section, and setting forth in reasonable detail the manner in which such
amount or amounts shall have been determined, shall be delivered to the Borrower and shall, if
submitted in good faith, be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt thereof.




          SECTION 2.16. Taxes. (a) Any and all payments by or on account of any obligation of
the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided that if the Borrower shall



32









 





be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) each of the Administrative
Agent, the Issuing Bank or the applicable Lender (as the case may be) receives an amount equal to
the sum it would have received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.




          (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.



          (c) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank,
within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent, such Lender or the Issuing Bank, as
the case may be, and any liability (including penalties, interest and reasonable expenses) arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to the Borrower by a Lender, by the
Administrative Agent on its own behalf or on behalf of a Lender, or by the Issuing Bank, and
setting forth in reasonable detail the manner in which such amount shall have been determined,
shall, if submitted in good faith, be conclusive absent manifest error.



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



          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), on or before the date on which it becomes a
Lender, and at such other times as prescribed by applicable law, properly completed and executed
forms prescribed by applicable law (together with such other documentation or certification as the
Borrower may reasonably request) that will permit the Borrower to make such payments without
withholding or at a reduced rate.



          SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The
Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or otherwise) prior to 12:00 noon, New York City time (or such other time as shall
be set forth herein), on the date when due, in



33









 





immediately available funds, without set-off or counterclaim. Any amounts received after such
time on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All
such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New
York, New York, except payments to be made directly to the Issuing Bank as expressly provided
herein and except that payments pursuant to Section 2.14, 2.15, 2.16 and 9.03 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received for the account of any other Person to the appropriate recipient in the amount
owed to it promptly following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next succeeding Business Day
and, in the case of any payment accruing interest, interest thereon shall be payable for the period
of such extension. All payments hereunder shall be made in dollars.




          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to fully pay all amounts then due hereunder, such funds shall be applied to the amounts then
due hereunder in such order and priority as the Administrative Agent may elect; provided
that any funds that the Administrative Agent elects to apply to principal, interest or fees then
due shall be applied ratably to all amounts of principal, interest or fees (as the case may be)
then due.



          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans or
participations in LC Disbursements resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements
and accrued interest thereon than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value) participations in the
Revolving Loans and participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Revolving Loans and
participations in LC Disbursements; provided that (i) if any such participations are
purchased and all or any portion of the payments giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement
or any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any assignee or
participant other than the Borrower or any Subsidiary or Affiliate thereof. The Borrower consents
to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation.



34









 





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



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



          SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If any Lender
requests compensation under Section 2.14, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or
2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such Lender in such Lender’s good
faith judgment. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.



          (b) If any Lender requests compensation under Section 2.14, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.16, or if any Lender defaults in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations under
this Agreement (other than, at the election of such Lender, any outstanding Competitive Loans held
by it) to an assignee that shall assume such obligations (which assignee may be another Lender, if
a Lender accepts such assignment); provided that (i) the Borrower shall have received the
prior written consent of the Administrative Agent, which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans (other than, at the election of such Lender, Competitive Loans, as to which
such Lender will continue to have all of its rights



35









 





hereunder) and participations in LC Disbursements, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14
or payments required to be made pursuant to Section 2.16, such assignment will result in a
reduction in such compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise,
the circumstances entitling the Borrower to require such assignment and delegation cease to apply.




          SECTION 2.19. Increase in Commitments. (a) The Borrower may at any time and from
time to time, by written notice to the Administrative Agent (which shall promptly deliver a copy to
each of the Lenders) given not earlier than the 60th day following the Effective Date and not later
than the third anniversary of the Effective Date, request that the total Commitments be increased
by an amount not greater than $250,000,000. Such notice shall set forth the amount of the
requested increase in the total Commitments and the date on which such increase is requested to
become effective (which shall be not less than 45 days or more than 60 days after the date of such
notice), and shall offer each Lender the opportunity to increase its Commitment by its
Participation Percentage of the proposed increased amount. Each Lender shall, by notice to the
Borrower and the Administrative Agent given not more than 20 days after the date of the Borrower’s
notice, either agree to increase its Commitment by all or a portion of the offered amount (each
Lender so agreeing being called an “Increasing Lender”) or decline to increase its
Commitment (and any Lender that does not deliver such a notice within such period of 20 days shall
be deemed to have declined to increase its Commitment) (each Lender so declining or deemed to have
declined being called a “Non-Increasing Lender”). No Lender shall have any obligation
hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion
of each Lender. In the event that, on the 20th day after the Borrower shall have delivered a
notice pursuant to the first sentence of this paragraph, the Lenders shall have agreed pursuant to
the preceding sentence to increase their Commitments by an aggregate amount less than the increase
in the total Commitments requested by the Borrower, the Borrower may arrange for one or more
Lenders or other financial institutions (any such Lender or other financial institution referred to
in this paragraph (a) being called an “Augmenting Lender”), which may include any Lender,
to extend Commitments or increase their existing Commitments in an aggregate amount equal to the
unsubscribed amount; provided that each Augmenting Lender, if not already a Lender
hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not
be unreasonably withheld) and each Augmenting Lender shall execute all such documentation as the
Administrative Agent shall specify to evidence its Commitment and its status as a Lender hereunder.
Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the
date specified in the notice delivered by the Borrower pursuant to the first sentence of this
paragraph.



          (b) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment
of any Lender) shall become effective under paragraph (a) above unless, (i) on the date of such
increase, the conditions set forth in paragraphs (b) and (c)



36









 





of Section 4.02 shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by the President, a Vice-President or a
Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received documents
consistent with those delivered under clauses (b) and (c) of Section 4.01 as to the corporate power
and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement
after giving effect to such increase.




          (c) On the effective date (the “Increase Effective Date”) of any increase in the total
Commitments pursuant to paragraph (a) above (the “Commitment Increase”), (i) the aggregate
principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving
effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii)
each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the
Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the
difference between (A) the product of (1) such Lender’s Participation Percentage (calculated after
giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings
(as hereinafter defined) and (B) the product of (1) such Lender’s Participation Percentage
(calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the
Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the
Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the
product of (1) such Augmenting Lender’s Participation Percentage (calculated after giving effect to
the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) after the
Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the
Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is
equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Participation
Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the
amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Participation
Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount
of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower
shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate
principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and
for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in
accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each
Augmenting Lender shall be deemed to hold its Participation Percentage of each Subsequent Borrowing
(calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each
Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the
Initial Loans. The deemed payments made pursuant to clause (i) above shall be subject to
compensation by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective
Date occurs other than on the last day of the Interest Period relating thereto.



37









 





ARTICLE III




Representations and Warranties




          The Borrower represents and warrants to the Lenders that:



          SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries (i) is
duly organized, validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required and, (ii) possesses all
requisite authority and power and material licenses, permits, franchises (including, without
limitation, licenses, permits and franchises issued by the FCC), and valid and subsisting network
affiliation agreements in the case of each Subsidiary that operates a network affiliated television
broadcasting enterprise, to conduct its business as presently conducted.



          SECTION 3.02. Authorization; Enforceability. The Transactions are within the
Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if
required, stockholder action. This Agreement has been duly executed and delivered by the Borrower
and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.



          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except (i) such as have been obtained or made and are in full force and
effect, and (ii) routine filings after the Effective Date with Securities and Exchange Commission
and the FCC made pursuant to the requirements of 47 CFR 73.3613, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational documents of the
Borrower or any Subsidiary or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, or other material agreement or instrument binding upon the
Borrower or any Subsidiary or its assets, or give rise to a right thereunder to require any
material payment to be made by the Borrower or any Subsidiary, and (d) will not result in the
creation or imposition of any Lien other than a Permitted Lien on any asset of the Borrower or any
Subsidiary.



          SECTION
3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and
statements of earnings, shareholders equity and cash flows (i) as of and for the fiscal year ended
December 31, 2004, reported on by Ernst & Young LLP, independent auditors. Such financial
statements present fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its consolidated



38









 





Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to
year-end audit adjustments and the absence of footnotes in the case of the statements referred to
in clause (ii) above.




          (b) Since December 31, 2004, there has been no material adverse change in the business,
assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries,
taken as a whole.



          SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries has good
title to, or valid leasehold interests in, all its real and personal property material to its
business, except for minor defects in title or interest that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for their intended
purposes.



          (b) Each of the Borrower and the Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its business, and the
use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.



          SECTION 3.06. Litigation, Labor and Environmental Matters. (a) There are not any
actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending
against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any
Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that,
if adversely determined, could reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement
or the Transactions.



          (b) Except for the Disclosed Matters, there are no actual or, to the knowledge of the
Borrower, threatened labor controversies, including strikes, work stoppages, work slow downs or
National Labor Relations Board proceedings affecting the Borrower or its Subsidiaries, that could,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.



          (c) Except for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect, neither the Borrower nor any Subsidiary (i) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.



          (d) There has been no change in the status of the Disclosed Matters that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.



39









 





          SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority
applicable to it or its property and all indentures, agreements and other instruments binding upon
it or its property, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.



          SECTION 3.08. Certain Legal Matters. (a) Neither the Borrower nor any Subsidiary is
(i) an “investment company” as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (ii) a “holding company” as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.



          (b) Neither the Borrower nor any Subsidiary is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of buying or carrying margin stock,
within the meaning of Regulation U of the Board. Margin stock will at all times constitute less
than 25% of the assets of the Borrower individually and the Borrower and the Subsidiaries on a
consolidated basis that are subject to the restrictions of Section 6.01 and 6.02.



          SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has filed or caused to
be filed all tax returns and reports required to have been filed and paid or caused to be paid all
Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, shall have
set aside on its books adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.



          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events, could reasonably be expected to result
in a Material Adverse Effect. As of the Effective Date, the present value of all accrued benefit
liabilities under each Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87), determined at the most recent annual valuation date for such Plan,
does not exceed by more than $25,000,000 the fair market value of the assets of such Plan,
determined at the most recent annual valuation date for such Plan, and the present value of all
accrued benefit liabilities of all underfunded Plans (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87), determined at the most recent annual valuation
dates for such Plans, does not exceed by more than $25,000,000 the fair market value of the assets
of all such underfunded Plans, determined at the most recent annual valuation date for such Plans.



          SECTION 3.11. Disclosure. There are no agreements, instruments or corporate
restrictions to which the Borrower or any of its Subsidiaries is subject, and no other matters
known to the Borrower, that, individually or in the aggregate, could reasonably be expected to have
a Material Adverse Effect. None of the reports, financial statements, certificates or other
information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of this



40









 





Agreement or delivered hereunder (as modified or supplemented by other information so
furnished) contains any material misstatement of fact or omits to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected and pro forma financial information,
the Borrower represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.




ARTICLE IV




Conditions




          SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions is satisfied (or waived in accordance with Section 9.02):



          (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart of this Agreement.



          (b) The Administrative Agent shall have received favorable written opinions of Russell F.
Coleman, the General Counsel of the Borrower, Gibson, Dunn & Crutcher, counsel for the Borrower,
and Wiley, Rein & Fielding, special regulatory counsel to the Borrower, substantially in the forms
of Exhibits B-1, B-2 and B-3 hereto and covering such other matters relating to this Agreement and
the Transactions as the Required Lenders shall reasonably request. Each of such opinions shall be
addressed to the Administrative Agent and the Lenders and shall be dated the Effective Date. The
Borrower hereby requests such counsel to deliver such opinions.



          (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization, existence
and good standing of the Borrower, the authorization of the Transactions and any other legal
matters relating to this Agreement or the Transactions, all in form and substance satisfactory to
the Administrative Agent and its counsel.



          (d) The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by the President, a Vice President or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in paragraphs (b) and (c) of Section 4.02.



          (e) The Administrative Agent shall have received all fees and other amounts due and payable on
or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.



41









 





          (f) The Borrower shall have terminated the Five-Year Credit Agreement dated as of November 29,
2001, among the Borrower and the lenders and agents party thereto, and shall have repaid or prepaid
all principal, interest, fees and other amounts due or outstanding thereunder.



Notwithstanding the foregoing, the obligations of the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit hereunder shall not become effective unless each of the foregoing
conditions is satisfied (or waived) at or prior to 3:00 p.m., New York City time, on May 15, 2005.
The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding.




          SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing (but not on the occasion of any interest election pursuant to Section
2.07 that does not increase the outstanding principal amount of the Loans of any Lender), and of
the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:



          (a) In the case of a Borrowing of Revolving Loans, the Administrative Agent shall have
received a Borrowing Request for such Borrowing in accordance with Section 2.03; in the case of a
Borrowing of Competitive Loans, Borrower shall have accepted the Competitive Bid or Bids in respect
of such Loans in accordance with Section 2.04; or, in the case of Letters of Credit, except with
respect to the renewal of any Letter of Credit that provides for automatic renewal pursuant to the
terms of Section 2.05(c), the Issuing Bank and the Administrative Agent shall have received the
appropriate notices, applications or other information required in connection with such request in
accordance with Section 2.05.



          (b) The representations and warranties of the Borrower set forth in this Agreement shall be
true and correct on and as of the date of such Borrowing or the date of issuance, amendment,
renewal or extension of such Letter of Credit, as applicable.



          (c) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have
occurred and be continuing.



Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be
deemed to constitute a representation and warranty by the Borrower on the date thereof as to
matters specified in paragraphs (b) and (c) of this Section.




ARTICLE V




Affirmative Covenants




          Until the Commitments have expired or terminated, the principal of and interest on each Loan
and all fees payable hereunder have been paid in full, all Letters of Credit have expired or
terminated and all LC Disbursements have been reimbursed, the Borrower covenants and agrees with
the Lenders that:



42









 





          SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish
to the Administrative Agent and each Lender:



          (a) within 90 days after the end of each fiscal year of the Borrower, its audited consolidated
balance sheet and related statements of earnings, stockholders’ equity and cash flows as of the end
of and for such year, all reported on by Ernst & Young LLP or other independent public accountants
of recognized national standing (without a “going concern” or like emphasis paragraph and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP;



          (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal
year of the Borrower, its condensed consolidated balance sheet and related statements of earnings
and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, all certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X (and accordingly, such
statements will not include all of the information and footnotes required by GAAP for complete
financial statements);



          (c) concurrently with each delivery of financial statements under clause (a) or (b) above, a
certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any action taken or
proposed to be taken with respect thereto, (ii) identifying the Restricted Joint Ventures and
setting forth reasonably detailed calculations demonstrating compliance with Sections 6.06, 6.07
and 6.08 and (iii) stating whether any change in GAAP or in the application thereof has occurred
since the date of the most recent audited financial statements referred to in Section 3.04 or
delivered pursuant to this Section 5.01 and, if any such change has occurred, specifying the effect
of such change on the financial statements accompanying such certificate;



          (d) concurrently with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements stating whether, in
connection with their audit, anything came to their attention that caused them to believe that the
Borrower had failed to comply with the terms, covenants, provisions or conditions of Sections 6.06,
6.07 and 6.08;



          (e) promptly after the same become publicly available, copies of all annual and quarterly
reports to shareholders, reports to the Securities and Exchange Commission on Form 10-K, Form 10-Q,
Form 8-K or any successor form, proxy statements and registration statements (other than those
relating only to employee benefit plans) filed or distributed by the Borrower or any Subsidiary;
and



43









 





          (f) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the
terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.



          SECTION 5.02. Notices of Material Events. The Borrower will furnish to the
Administrative Agent prompt written notice of the following:



          (a) the occurrence of any Default;



          (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator
or Governmental Authority against or affecting the Borrower or any Affiliate thereof that, if
adversely determined, could reasonably be expected to result in a Material Adverse Effect;



          (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that
have occurred, could reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $15,000,000;



          (d) the receipt of any notice from the FCC or any other Governmental Authority of the
expiration without renewal, termination or suspension of, or the institution of any proceedings to
terminate or suspend, any main transmitter license granted by the FCC or any other material license
now or hereafter held by the Borrower or any Subsidiary which is required to operate any television
broadcasting station in compliance with all applicable laws; and,



          (e) any other development that has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect.



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect thereto.




          SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each
Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full
force and effect its legal existence and the rights, licenses, permits, privileges and franchises
material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole;
provided that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.02.



          SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each
Subsidiary to, pay its Indebtedness and other obligations, including tax liabilities, before the
same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect.



44









 





          SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause
each Subsidiary to, (a) keep and maintain all property material to the conduct of the business of
the Borrower and its Subsidiaries taken as a whole in good working order and condition, ordinary
wear and tear and obsolescence excepted, (b) keep and maintain all licenses, permits, franchises
and major network affiliation agreements (including those with American Broadcasting Companies,
Inc. (“ABC”), National Broadcasting Companies (“NBC”), the Columbia Broadcasting System, Inc.
(“CBS”), or Fox Broadcasting Company (“FOX”) necessary for their business except as the loss of the
same could not individually or in the aggregate reasonably be expected to cause a Material Adverse
Effect, it being understood and agreed that a change from one such major network to another shall
not be considered to have such an effect; and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or similar locations.



          SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause
each Subsidiary to, keep proper books of record and account in which full, true and correct entries
are made of all dealings and transactions in relation to its business and activities. The Borrower
will, and will cause each Subsidiary to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers and independent accountants, all at reasonable times and
as often as shall be reasonably requested.



          SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each Subsidiary
to, comply with all laws (including Environmental Laws), regulations and orders of any Governmental
Authority applicable to it or its property, except to the extent that failures to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.



          SECTION 5.08. Use of Proceeds and Letters of Credit. The Borrower will cause the
proceeds of the Loans and the Letters of Credit to be used only for the purposes referred to in the
preamble to this Agreement. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.



ARTICLE VI




Negative Covenants




          Until the Commitments have expired or terminated, the principal of and interest on each Loan
and all fees payable hereunder have been paid in full, all Letters of Credit have expired or
terminated and all LC Disbursements have been reimbursed, the Borrower covenants and agrees with
the Lenders that:



45









 





          SECTION 6.01. Liens. The Borrower will not, and will not permit any Subsidiary to,
create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except that the Borrower and the Subsidiaries may assign or sell
delinquent receivables and rights in respect thereof and may create, incur, assume or permit to
exist (a) Permitted Liens and (b) other Liens securing obligations in an aggregate amount at any
time not greater than $40,000,000.



          SECTION 6.02. Fundamental Changes. (a) The Borrower will not merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or hereafter acquired), or
liquidate or dissolve, except that any Subsidiary or other Person may merge into the Borrower if
the Borrower is the surviving corporation and at the time thereof and immediately after giving
effect thereto no Default shall have occurred and be continuing and the Borrower shall be in
compliance with the financial covenants contained in this Article VI on a pro forma basis with such
merger being deemed to have occurred at the beginning of each relevant period.



          (b) The Borrower will not, and will not permit any Subsidiary to, engage to an extent material
to the Borrower and the Subsidiaries on a consolidated basis in any business other than businesses
of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related thereto.



          SECTION 6.03. Transactions with Affiliates. The Borrower will not, and will not
permit any Subsidiary to, enter into any transaction (including, without limitation, the purchase
or sale of any property or service) with, or make any payment or transfer to, any of its Affiliates
(other than the Borrower or any Subsidiary) except in the ordinary course of business and upon
terms no less favorable to the Borrower or such Subsidiary than the Borrower or such Subsidiary
could obtain in a comparable arms-length transaction.



          SECTION 6.04. Restrictive Agreements. The Borrower will not, and will not permit any
Subsidiary (other than a Joint Venture) to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon
the ability of any Subsidiary to pay dividends or other distributions with respect to its shares of
capital stock or other equity interests or to make or repay loans or advances to the Borrower or
any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary, other
than such restrictions on Subsidiaries in which the aggregate equity investment of the Borrower and
its other Subsidiaries (other than any Joint Venture) does not exceed $20,000,000.



          SECTION 6.05. Sale and Lease-Back Transactions. The Borrower will not, and will not
permit any Subsidiary to, enter into any arrangement, directly or indirectly, with any Person
(other than the Borrower or a Subsidiary) whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now



46









 





owned or hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the property being sold
or transferred and for a term, including any renewal thereof, of more than three years (a “Sale
and Lease-Back Transaction”), except for Sale and Lease-Back Transactions of real property and
tangible personal property with an aggregate fair market value not to exceed $40,000,000 at any
time; provided that any calculation of such aggregate fair market value shall exclude any
real property or tangible personal property subject to a lease pursuant to a Sale and Lease-Bank
Transaction that was entered into on or subsequent to the Effective Date and terminated prior to
the date of such calculation.




          SECTION 6.06. Leverage. The Borrower will not permit the ratio of Funded Debt of the
Borrower and the Subsidiaries, determined on a consolidated basis, to Pro Forma Operating Cash Flow
as of the end of and for any period of four consecutive fiscal quarters to be greater than 5.00 to
1.00



          SECTION 6.07. Limitation on Subsidiary Indebtedness. The Borrower will not permit
Funded Debt of Subsidiaries (other than Funded Debt owed to the Borrower or any other Subsidiary)
to constitute more than 10% of the Funded Debt that would at any time be permitted to exist under
Section 6.06.



          SECTION 6.08. Interest Coverage. The Borrower will not permit the ratio of Pro Forma
Operating Cash Flow to Interest Expense for any period of four consecutive fiscal quarters to be
less than 3.00 to 1.00.



ARTICLE VII




Events of Default




          If any of the following events (“Events of Default”) shall occur:



          (a) any representation or warranty made or deemed made by or on behalf of the Borrower or any
Subsidiary in or in connection with this Agreement, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with this Agreement, shall prove
to have been incorrect in any material respect when so made or deemed made;



          (b) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;



          (c) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (b) above) payable under this Agreement, when and as
the same shall become due and payable, and such failure shall continue unremedied for a period of
three Business Days;




47










 






          (d) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02(a), (b) or (e), Section 5.03 (with respect to the Borrower’s existence)
or in Article VI;



          (e) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02(c) or (d), and such failure shall continue unremedied for a period of
five Business Days;



          (f) the Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (b), (c), (d) or (e) above) and
such failure shall continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;



          (g) the Borrower or any Subsidiary shall fail to make any payment of principal, regardless of
amount, in respect of any Material Indebtedness, when and as the same shall become due and payable;



          (h) any event or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity;



          (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material
Subsidiary or its debts, or of a substantial part of the property or assets of the Borrower or a
Material Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law
or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar
official for the Borrower or any Material Subsidiary or for a substantial part of the property or
assets of the Borrower or any Material Subsidiary; and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be
entered;



          (j) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under Title 11 of the United
States Code, as now constituted or hereafter amended, or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described in clause (i)
above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a
substantial part of the property or assets of the Borrower or any Material Subsidiary, (iv) file an
answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose
of effecting any of the foregoing;



          (k) one or more judgments for the payment of money in an amount in excess of $20,000,000
individually or $35,000,000 (in each case net of insurance



48









 





coverage) in the aggregate shall be rendered against the Borrower, any Subsidiary or any
combination thereof and the same shall remain undischarged for a period of 30 consecutive days
during which execution shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any property or assets of the Borrower or any Subsidiary
to enforce any such judgment;




          (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to
result in a Material Adverse Effect;



          (m) any main transmitter license, permit or authorization issued to the Borrower or any
Subsidiary by the FCC shall be forfeited, revoked or not renewed, or any proceeding with respect to
any such forfeiture or revocation shall be instituted by the FCC, where such forfeiture, revocation
or non-renewal or such proceeding, as the case may be, shall be reasonably likely to result in a
Material Adverse Effect;



          (n) a Change in Control shall occur;



then, and in every such event (other than an event with respect to the Borrower described in clause
(i) or (j) above), and at any time thereafter during the continuance of such event, the
Administrative Agent, at the request of the Required Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other liabilities of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in any event with respect to the Borrower described in clause
(i) or (j) above, the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other liabilities of the
Borrower accrued hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.




ARTICLE VIII




The Administrative Agent




          Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent
as its agent and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.



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          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.



          The Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing (a) the Administrative Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, and (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers permitted hereunder unless requested to
do so in writing by the Required Lenders. The Administrative Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of the Required Lenders or in
the absence of its own gross negligence or wilful misconduct. In addition, the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with this Agreement, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection herewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or
any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.



          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.



          The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by it. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers through Affiliates
or its or its Affiliates’ employees. The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent, to the Affiliates of the Administrative Agent and any such sub-agent
and to the directors, officers, employees, agents and advisors of the Administrative Agent, any
such sub-agent and their respective Affiliates.



          Subject to the appointment and acceptance of a successor Administrative Agent as provided
below, the Administrative Agent may resign at any time by notifying



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the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required
Lenders, with the consent of the Borrower (which shall not be unreasonably withheld) shall have the
right to appoint a successor Administrative Agent from among the Lenders. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30
days after the retiring Administrative Agent gives notice of its resignation, then the retiring
Administrative Agent may, with the consent of the Borrower (which shall not be unreasonably
withheld), on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
from among the Lenders which shall be a bank with an office in The City of New York, having a
combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. After the Administrative Agent’s resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as Administrative Agent.




          Each Lender agrees (a) to reimburse the Administrative Agent, on demand, in the amount of its
pro rata share at the time reimbursement is sought (based on its Commitment hereunder or, if the
Commitments shall have expired or terminated, based on its portion of the total Revolving Credit
Exposures and outstanding Competitive Loans) of any expenses incurred for the benefit of the
Lenders or the Issuing Bank by the Administrative Agent, including counsel fees and compensation of
agents and employees paid for services rendered on behalf of the Lenders, that shall not have been
reimbursed by the Borrower and (b) to indemnify and hold harmless the Administrative Agent and any
of its directors, officers, employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against it in its capacity as Administrative Agent or any of
them in any way relating to or arising out of this Agreement or any action taken or omitted by it
or any of them under this Agreement, to the extent the same shall not have been reimbursed by the
Borrower, provided that no Lender shall be liable to the Administrative Agent or any such
other indemnified person for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are determined by a
court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of the Administrative Agent or any of its directors, officers,
employees or agents.



          Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue



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to make its own decisions in taking or not taking action under or based upon this Agreement,
any related agreement or any document furnished hereunder or thereunder.




          None of the institutions named as Syndication Agent, Documentation Agent or Co-Documentation
Agent on the cover page of this Agreement shall, in their capacities as such, have any duties or
responsibilities of any kind under this Agreement.



ARTICLE IX




Miscellaneous




          SECTION 9.01. Notices. Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:



          (a) if to the Borrower, to it at 400 South Record Street, Dallas, TX 75202, Attention of the
Chief Financial Officer (Telecopy No. 214-977-8209) with a copy to the General Counsel (Telecopy
No. 214-977-7116);



          (b) if to the Administrative Agent or the Issuing Bank, to JPMorgan Chase Bank, N.A. at Loan
and Agency Services Group, 1111 Fannin, Houston, Texas 77002, Attention of Gloria Javier (Telecopy
No. 713-750-2378), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, New York
10017, Attention of Peter Thauer (Telecopy No. 212-270-4584);



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



          Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or on
the date five Business Days after dispatch by certified or registered mail if mailed, except that
notices and communications to the Administrative Agent pursuant to Article II shall be deemed to
have been given only when received by the Administrative Agent.



          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent, the Issuing Bank and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or consent to any departure by the Borrower therefrom shall in any event be
effective unless



52









 





the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.




          (a) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrower and the Required
Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) except pursuant to Section 2.19, increase or
decrease the Commitment of any Lender (except for a ratable decrease in the Commitments of all the
Lenders), without the written consent of such Lender, (ii) reduce the principal amount of any Loan
or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of
payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of each Lender affected
thereby, or (iv) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required in
order to waive, amend or modify any rights hereunder or grant any consent hereunder, without the
written consent of each Lender; provided further that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Issuing
Bank, hereunder without the prior written consent of the Administrative Agent or the Issuing Bank,
as the case may be.



          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower agrees to pay (i)
all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel
for the Administrative Agent, in connection with the syndication of the credit facilities provided
for herein, the preparation and administration of this Agreement or any amendments, modifications
or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand
for payment thereunder, (iii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent, the Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of
any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement.



          (b) The Borrower agrees to indemnify the Administrative Agent, the Issuing Bank and each
Lender, each Affiliate of any of them and each of the respective directors, officers, employees,
agents and advisors of the foregoing (each such Person being called an “Indemnitee”)
against, and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements of any counsel for
any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with
or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument
contemplated



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hereby, the performance by the parties hereto of their respective obligations hereunder or the
consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit, or the use of the proceeds thereof (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or wilful misconduct of such Indemnitee (BUT SHALL BE AVAILABLE TO THE EXTENT THEY ARE
DETERMINED TO HAVE RESULTED FROM, IN WHOLE OR IN PART, THE SIMPLE NEGLIGENCE OF SUCH INDEMNITEE).




          (c) To the extent permitted by applicable law, the Borrower agrees not to assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit, or the use of the proceeds thereof.



          (d) All amounts due under this Section shall be payable no later than 10 days after written
demand therefor.



          SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit)) any legal or equitable right,
remedy or claim under or by reason of this Agreement.



          (b) Any Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) each of the Administrative Agent and, except in the
case of an assignment to a Lender or an Affiliate of a Lender, an assignment limited to rights in
respect of an outstanding Competitive Loan or an assignment during the continuance of an Event of
Default, the Borrower, must give their prior written consent to such assignment (which consent
shall not be



54









 





unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s
Commitment, the amount of the Commitment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $5,000,000 (or such lesser amount as
the Borrower and the Administrative Agent may agree), (iii) each partial assignment shall be made
as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement, except that this clause shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the Lenders party to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee
of $3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and provided further that any consent of the
Borrower otherwise required under this paragraph shall not be required if an Event of Default under
paragraph (b), (c), (i), (j) or (n) of Article VII has occurred and is continuing. Upon acceptance
and recording pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Assumption, which effective date shall be at least five Business
Days after the execution thereof, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Assumption, have the rights and obligations
of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall
continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03).




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



     (d) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above and any written consent to such assignment required by paragraph (b) above, the
Administrative Agent shall (i) accept such Assignment and Assumption, (ii) record the information
contained therein in the Register and (iii) give prompt notice thereof to the Lenders. No
assignment



55









 





shall be effective unless it has been recorded in the Register as provided in this paragraph
(d).




          (e) Any Lender may, without the consent of the Borrower, the Issuing Bank or the
Administrative Agent, sell participations to one or more banks or other entities
(“Participants”) in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (i)
such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) below,
the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15
and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. In connection with any sale of a participation pursuant
to this paragraph, the selling Lender shall obtain from the Participant an undertaking to be bound
by the provisions of Section 9.12. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with paragraph (b) above shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with this paragraph.



          (f) A Participant shall not be entitled to receive any greater payment under Section 2.14 or
2.16 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such Participant is
made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it
were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified
of the participation sold to such Participant and such Participant agrees, for the benefit of the
Borrower, to comply with Section 2.16(e) as though it were a Lender.



          (g) Any Lender may at any time assign all or any portion of its rights under this Agreement to
a Federal Reserve Bank to secure extensions of credit by such Federal Reserve Bank to such Lender;
provided that no such assignment shall release a Lender from any of its obligations
hereunder or substitute any such Federal Reserve Bank for such Lender as a party hereto.



          SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the Lenders and
shall survive the execution and delivery of this



56









 





Agreement and the making of any Loans and the issuance of any Letters of Credit, regardless of
any investigation made by the Lenders or on their behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16, 9.03 and 9.12 shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans or the expiration or termination of the Letters of Credit, the Commitments, this Agreement or
any provision hereof.




          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.



          SECTION 9.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of the Borrower against any of and all the obligations
of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have.



57









 





          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in the courts of any
jurisdiction.



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



          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



          SECTION 9.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this



58









 





Agreement and shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.




          SECTION 9.12. Confidentiality. The Administrative Agent, the Issuing Bank and each of
the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by
any regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
to any direct or actual counterparty (and its advisor) to any swap or derivative transaction
entered into by the Borrower without violating the terms of this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the Administrative Agent, the
Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For
the purposes of this Section, “Information” means all information received from the
Borrower relating to the Borrower or its business including any potential acquisition or proposed
business transaction, other than any such information that is available to the Administrative
Agent, the Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower after the
date hereof (other than information obtained by any Lender in the course of examining the books or
records of the Borrower or any Subsidiary as permitted by Section 5.06) such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.



          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with interest



59









 





thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.




          SECTION 9.14. USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant
to the requirements of the USA Patriot Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in accordance with its
requirements.



60









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first above
written.



	 	 	 	 	 
	 	 	BELO CORP.,
	 
	 	 	 	 
	

	 	by
	 	/s/ Dennis A. Williamson
	

	 	 	 	 
	

	 	 	 	Name: Dennis A. Williamson
	

	 	 	 	Title: Senior Corporate Vice President/ Chief Financial Officer
	 
	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,
	 	 	individually, as Administrative Agent and as
Issuing Bank,
	 
	 	 	 	 
	

	 	by
	 	/s/ Peter B. Thauer
	

	 	 	 	 
	

	 	 	 	Name: Peter B. Thauer
	

	 	 	 	Title: Vice President






61









 






SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: Bank of America, N.A.
	 
	 	 	 	 
	

	 	by
	 	/s/ Christopher T. Ray
	

	 	 	 	 
	

	 	 	 	Name: Christopher T. Ray
	

	 	 	 	Title: Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: The Bank of New York
	 
	 	 	 	 
	

	 	by
	 	/s/ Mehrasa Raygani
	

	 	 	 	 
	

	 	 	 	Name: Mehrasa Raygani
	

	 	 	 	Title: Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: BNP PARIBAS
	 
	 	 	 	 
	

	 	by
	 	/s/ OLA ANDERSSEN
	

	 	 	 	 
	

	 	 	 	Name: OLA ANDERSSEN
	

	 	 	 	Title: DIRECTOR
	 
	 	 	 	 
	

	 	by
	 	/s/ Stephanie Rogers
	

	 	 	 	 
	

	 	 	 	Name: Stephanie Rogers
	

	 	 	 	Title: Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: SunTrust Bank
	 
	 	 	 	 
	

	 	by
	 	/s/ Thomas C. Palmer
	

	 	 	 	 
	

	 	 	 	Name: Thomas C. Palmer
	

	 	 	 	Title: Managing Director







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: MIZUHO CORPORATE BANK, LTD.
	 
	 	 	 	 
	

	 	by
	 	/s/ Mark Gronich
	

	 	 	 	 
	

	 	 	 	Name: Mark Gronich
	

	 	 	 	Title: Senior Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	

	 	LENDER: Citicorp North America, Inc.

	 
	 	 	 	 
	

	 	by
	 	/s/ Ross Levitsky
	

	 	 	 	 
	

	 	 	 	Name: Ross Levitsky
	

	 	 	 	Title: Director







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT
DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: HARRIS NESBITT
FINANCING, INC.







	 	 	 	 	 
	

	 	by
	 	/s/ NAGHMEH HASHEMIFARD
	

	 	 	 	 
	

	 	 	 	Name: NAGHMEH HASHEMIFARD
	

	 	 	 	Title: VICE PRESIDENT







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




Sumitomo Mitsui Banking Corporation




	 	 	 	 	 
	

	 	By
	 	/s/ Yoshihiro Hyakutome
	

	 	 	 	 
	

	 	 	 	Name: Yoshihiro Hyakutome
	

	 	 	 	Title: Deputy General Manager







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: UFJ Bank Limited
	 
	 	 	 	 
	

	 	by
	 	/s/ John J. Feeney
	

	 	 	 	 
	

	 	 	 	Name: John J. Feeney
	

	 	 	 	Title: Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: Union Bank of California, N.A.


	

	 	by
	 	/s/ Lena Bryant
	

	 	 	 	 
	

	 	 	 	Name: Lena Bryant
	

	 	 	 	Title: Senior Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005



	 	 	 	 	 
	 	LENDER: Bank of China, New York Branch

 	 
	 	by: 	     /s/ Xiaojing Li
 	 
	 	 	Name:  Xiaojing Li 	 
	 	 	Title:  First Deputy General Manager 	 
	 





 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: U.S. Bank National Association
	 
	 	 	 	 
	

	 	by
	 	/s/ Colleen B McEvoy
	

	 	 	 	 
	

	 	 	 	Name: Colleen B McEvoy
	

	 	 	 	Title: Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: Amegy Bank National Association
	 
	 	 	 	 
	

	 	by
	 	/s/ Melinda N. Jackson
	

	 	 	 	 
	

	 	 	 	Name: Melinda N. Jackson
	

	 	 	 	Title: Senior Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: MELLON BANK, N.A.
	 
	 	 	 	 
	

	 	by
	 	/s/ Thomas J. Tarasovich 
	

	 	 	 	 
	

	 	 	 	Name: Thomas J. Tarasovich, Jr.
	

	 	 	 	Title: Assistant Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: The Northern Trust Company
	 
	 	 	 	 
	

	 	by
	 	/s/ Paul H. Theiss
	

	 	 	 	 
	

	 	 	 	Name: PAUL H. THEISS
	

	 	 	 	Title : VICE PRESIDENT







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	

	 	LENDER:
	 	WACHOVIA BANK, NA
	 
	 	 	 	 
	

	 	by
	 	/s/ Jennifer L. Norris
	

	 	 	 	 
	

	 	 	 	Name: Jennifer L. Norris
	

	 	 	 	Title: SVP







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: Wells Fargo Bank N.A.
	 
	 	 	 	 
	

	 	by
	 	/s/ Steve Melton
	

	 	 	 	 
	

	 	 	 	Name: Steve Melton
	

	 	 	 	Title: Vice President







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: Chang Hwa
Commercial Bank, Ltd.,
	

	 	 	 	                               New York Branch
	 
	 	 	 	 
	

	 	by
	 	/s/ Ming-Hsien Lin
	

	 	 	 	 
	

	 	 	 	Name: Ming-Hsien Lin
	

	 	 	 	Title: SVP & General Manager







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 

	 	 	LENDER: E. Sun Commercial Bank, Ltd.,
	 	 	           
          Los Angeles Branch            
	 
	 	 	 	 
	

	 	by
	 	/s/ Benjamin Lin
	

	 	 	 	 
	

	 	 	 	Name: Benjamin Lin
	

	 	 	 	Title: EVP & General Manager







 









 








SIGNATURE PAGE TO BELO CORP.

FIVE-YEAR CREDIT AGREEMENT

DATED AS OF MAY 3, 2005




	 	 	 	 	 
	 	 	LENDER: Hibernia Bank
	 
	 	 	 	 
	

	 	by
	 	/s/ Shannan Pratt
	

	 	 	 	 
	

	 	 	 	Name: Shannan Pratt
	

	 	 	 	Title: Commercial Banker







 










 






EXHIBIT A




[FORM OF]



ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii)
above being referred to herein collectively as the “Assigned Interest”). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided in this Assignment
and Assumption, without representation or warranty by the Assignor.




	 	1.  	Assignor:                                                                                                     
	 
	 	2.  	Assignee:                                                                                                     

[and is an Affiliate/Approved Fund of [Identify Lender]]1
	 
	 	3.  	Borrower(s):                                                                                                
	 
	 	4.  	Administrative Agent: JPMorgan Chase Bank, N.A., as the Administrative Agent
under the Credit Agreement











	1	 	Select as applicable.




 









 









2






	 	5.  	Credit Agreement: Five-Year Credit Agreement dated as of May 3, 2005, among
Belo Corp., as Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as
Administrative Agent.
	 
	 	6.  	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Percentage	 
	 	 	 	 	Aggregate Amount of	 	 	Amount of	 	 	Assigned of	 
	 	 	 	 	Commitment/Loans for	 	 	Commitment/Loans	 	 	Commitment/	 
	 	Facility Assigned	 	 	all Lenders	 	 	Assigned	 	 	Loans2	 
	 	Commitment
Assigned
	 	 	$	 	 	$	 	 	 	%	 	 
	 	Loans Assigned
	 	 	$	 	 	$	 	 	 	%	 	 
	 	Participations in
Letters of Credit
	 	 	$	 	 	$	 	 	 	%	 	 
	 	Unreimbursed LC
Disbursements
	 	 	$	 	 	$	 	 	 	%	 	 
	 




Effective Date:                                       , 20           [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR].



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 	 	 	 	 
	 	 	ASSIGNOR [NAME OF ASSIGNOR],	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ASSIGNEE [NAME OF ASSIGNEE],	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	by	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Title:	 	 












	2	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.




 









 









3





	 	 	 	 	 	 	 
	[Consented to and]3 Accepted:	 	 
	 
	 	 	 	 	 	 
	JPMORGAN CHASE BANK,	 	 
	as Administrative Agent,	 	 
	 
	 	 	 	 	 	 
	

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	 












	3	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.




 









 









4




	 	 	 	 	 	 	 
	[Consented to:]4	 	 
	 
	 	 	 	 	 	 
	BELO CORP.,	 	 
	 
	 	 	 	 	 	 
	

	 	by	 	 	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 
	

	 	 	 	Title:	 	 












	4	 	To be added only if the consent of the
Borrower and/or other parties (e.g. Issuing Bank) is required by the
terms of the Credit Agreement.




 









 










ANNEX 1




STANDARD TERMS AND CONDITIONS FOR



ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.



          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as
applicable, and such other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision independently and
without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to this Assignment and Assumption is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be performed by it as a
Lender.



          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts which have



 









 






2




accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of New York.