exv10w1






Exhibit 10.1









AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




January 30, 2009




among




A. H. BELO CORPORATION

AND

CERTAIN OF ITS SUBSIDIARIES,

As Borrowers,




The Lenders Party Hereto




and




JPMORGAN CHASE BANK, N.A.,

as Administrative Agent




BANK OF AMERICA, N.A.

as Co-Administrative Agent




 






J.P. MORGAN SECURITIES INC.,

as Sole Bookrunner and Sole Lead Arranger




CHASE BUSINESS CREDIT





 









 








Table of Contents




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I. Definitions
	 	 	1	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Classification of Loans and Borrowings
	 	 	23	 
	SECTION 1.03. Terms Generally
	 	 	23	 
	SECTION 1.04. Accounting Terms; GAAP
	 	 	24	 
	 
	 	 	 	 
	ARTICLE II. The Credits
	 	 	24	 
	SECTION 2.01. Commitments
	 	 	24	 
	SECTION 2.02. Loans and Borrowings
	 	 	24	 
	SECTION 2.03. Requests for Revolving Borrowings
	 	 	25	 
	SECTION 2.04. Protective Advances
	 	 	25	 
	SECTION 2.05. Swingline Loans and Overadvances
	 	 	26	 
	SECTION 2.06. Letters of Credit
	 	 	28	 
	SECTION 2.07. Funding of Borrowings
	 	 	32	 
	SECTION 2.08. Interest Elections
	 	 	32	 
	SECTION 2.09. Termination and Reduction of Revolving Commitments
	 	 	33	 
	SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt
	 	 	34	 
	SECTION 2.11. Prepayment of Loans
	 	 	35	 
	SECTION 2.12. Fees
	 	 	36	 
	SECTION 2.13. Interest
	 	 	37	 
	SECTION 2.14. Alternate Rate of Interest
	 	 	38	 
	SECTION 2.15. Increased Costs
	 	 	38	 
	SECTION 2.16. Break Funding Payments
	 	 	39	 
	SECTION 2.17. Taxes
	 	 	40	 
	SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs
	 	 	41	 
	SECTION 2.19. [Intentionally Omitted]
	 	 	43	 
	SECTION 2.20. Mitigation Obligations; Replacement of Lenders
	 	 	43	 
	SECTION 2.21. Defaulting Lenders
	 	 	44	 
	SECTION 2.22. Returned Payments
	 	 	45	 
	 
	 	 	 	 
	ARTICLE III. Representations and Warranties
	 	 	46	 
	SECTION 3.01. Organization; Powers
	 	 	46	 
	SECTION 3.02. Authorization; Enforceability
	 	 	46	 
	SECTION 3.03. Governmental Approvals; No Conflicts
	 	 	46	 
	SECTION 3.04. Financial Condition; No Material Adverse Change
	 	 	46	 
	SECTION 3.05. Properties
	 	 	47	 
	SECTION 3.06. Litigation and Environmental Matters
	 	 	47	 
	SECTION 3.07. Compliance with Laws and Agreements
	 	 	47	 
	SECTION 3.08. Investment Company Status
	 	 	47	 
	SECTION 3.09. Taxes
	 	 	48	 
	SECTION 3.10. ERISA
	 	 	48	 
	SECTION 3.11. Disclosure
	 	 	48	 
	SECTION 3.12. Material Agreements
	 	 	48	 
	SECTION 3.13. Solvency
	 	 	48	 
	SECTION 3.14. Insurance
	 	 	49	 
	SECTION 3.15. Capitalization and Subsidiaries
	 	 	49	 
	SECTION 3.16. Security Interest in Collateral
	 	 	49	 






ii 









 






	 	 	 	 	 
	 	 	 	Page	 
	SECTION 3.17. Employment Matters
	 	 	49	 
	SECTION 3.18. Common Enterprise
	 	 	49	 
	SECTION 3.19. Inactive Subsidiaries
	 	 	49	 
	 
	 	 	 	 
	ARTICLE IV. Conditions
	 	 	50	 
	SECTION 4.01. Effective Date
	 	 	50	 
	SECTION 4.02. Each Credit Event
	 	 	52	 
	 
	 	 	 	 
	ARTICLE V. Affirmative Covenants
	 	 	52	 
	SECTION 5.01. Financial Statements; Borrowing Base and Other Information
	 	 	52	 
	SECTION 5.02. Notices of Material Events
	 	 	55	 
	SECTION 5.03. Existence; Conduct of Business
	 	 	56	 
	SECTION 5.04. Payment of Obligations
	 	 	56	 
	SECTION 5.05. Maintenance of Properties
	 	 	56	 
	SECTION 5.06. Books and Records; Inspection Rights
	 	 	56	 
	SECTION 5.07. Compliance with Laws
	 	 	57	 
	SECTION 5.08. Use of Proceeds
	 	 	57	 
	SECTION 5.09. Insurance
	 	 	57	 
	SECTION 5.10. Casualty and Condemnation
	 	 	57	 
	SECTION 5.11. Appraisals
	 	 	57	 
	SECTION 5.12. Additional Collateral; Further Assurances
	 	 	57	 
	SECTION 5.13. Mortgages; Post Closing Deliverables
	 	 	58	 
	 
	 	 	 	 
	ARTICLE VI. Negative Covenants
	 	 	59	 
	SECTION 6.01. Indebtedness
	 	 	59	 
	SECTION 6.02. Liens
	 	 	60	 
	SECTION 6.03. Fundamental Changes
	 	 	61	 
	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	62	 
	SECTION 6.05. Asset Sales
	 	 	63	 
	SECTION 6.06. Sale and Leaseback Transactions
	 	 	64	 
	SECTION 6.07. Swap Agreements
	 	 	64	 
	SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness
	 	 	65	 
	SECTION 6.09. Transactions with Affiliates
	 	 	65	 
	SECTION 6.10. Restrictive Agreements
	 	 	66	 
	SECTION 6.11. Amendment of Material Documents
	 	 	66	 
	SECTION 6.12. Capital Expenditures
	 	 	66	 
	SECTION 6.13. Financial Covenants
	 	 	66	 
	SECTION 6.14. Inactive Subsidiaries
	 	 	67	 
	 
	 	 	 	 
	ARTICLE VII. Events of Default
	 	 	67	 
	 
	 	 	 	 
	ARTICLE VIII. The Administrative Agent
	 	 	70	 
	 
	 	 	 	 
	ARTICLE IX. Miscellaneous
	 	 	72	 
	SECTION 9.01. Notices
	 	 	72	 
	SECTION 9.02. Waivers; Amendments
	 	 	73	 
	SECTION 9.02-I. Additional Waivers; Amendments
	 	 	74	 
	SECTION 9.03. Expenses; Indemnity; Damage Waiver
	 	 	74	 
	SECTION 9.04. Successors and Assigns
	 	 	76	 
	SECTION 9.05. Survival
	 	 	79	 
	SECTION 9.06. Counterparts; Integration; Effectiveness
	 	 	79	 






iii 









 






	 	 	 	 	 
	 	 	 	Page	 
	SECTION 9.07. Severability
	 	 	79	 
	SECTION 9.08. Right of Setoff
	 	 	79	 
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	80	 
	SECTION 9.10. WAIVER OF JURY TRIAL
	 	 	81	 
	SECTION 9.11. Headings
	 	 	81	 
	SECTION 9.12. Confidentiality
	 	 	81	 
	SECTION 9.13. Several Obligations; Nonreliance; Violation of Law
	 	 	81	 
	SECTION 9.14. Release of Collateral
	 	 	82	 
	SECTION 9.15. USA PATRIOT Act
	 	 	82	 
	SECTION 9.16. Disclosure
	 	 	82	 
	SECTION 9.17. Appointment for Perfection
	 	 	82	 
	SECTION 9.18. Interest Rate Limitation
	 	 	82	 
	SECTION 9.19. No Fiduciary Relationship
	 	 	83	 
	SECTION 9.20. Equitable Relief
	 	 	83	 
	SECTION 9.21. Construction
	 	 	83	 
	SECTION 9.22. Independence of Covenants
	 	 	83	 
	SECTION 9.23. Original Loan Documents
	 	 	83	 
	SECTION 9.24. Continuation, Amendment and Restatement
	 	 	83	 
	 
	 	 	 	 
	ARTICLE X. Loan Guaranty
	 	 	84	 
	SECTION 10.01. Guaranty
	 	 	84	 
	SECTION 10.02. Guaranty of Payment
	 	 	84	 
	SECTION 10.03. No Discharge or Diminishment of Loan Guaranty
	 	 	84	 
	SECTION 10.04. Defenses Waived
	 	 	85	 
	SECTION 10.05. Rights of Subrogation
	 	 	85	 
	SECTION 10.06. Reinstatement; Stay of Acceleration
	 	 	85	 
	SECTION 10.07. Information
	 	 	86	 
	SECTION 10.08. Termination
	 	 	86	 
	SECTION 10.09. Taxes
	 	 	86	 
	SECTION 10.10. Maximum Liability
	 	 	86	 
	SECTION 10.11. Contribution
	 	 	86	 
	SECTION 10.12. Liability Cumulative
	 	 	87	 
	 
	 	 	 	 
	ARTICLE XI. THE BORROWER REPRESENTATIVE
	 	 	87	 
	SECTION 11.01. Appointment; Nature of Relationship
	 	 	87	 
	SECTION 11.02. Powers
	 	 	87	 
	SECTION 11.03. Employment of Agents
	 	 	88	 
	SECTION 11.04. Notices
	 	 	88	 
	SECTION 11.05. Successor Borrower Representative
	 	 	88	 
	SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate
	 	 	88	 
	SECTION 11.07. Reporting
	 	 	88	 







iv 









 








SCHEDULES:




Commitment Schedule

Schedule 1.01(a) – Existing Letters of Credit

Schedule 3.05 – Properties

Schedule 3.06 – Disclosed Matters

Schedule 3.12 – Material Agreements

Schedule 3.14 – Insurance

Schedule 3.15 – Capitalization and Subsidiaries

Schedule 5.13 – Pledged Real Property

Schedule 6.01 – Existing Indebtedness

Schedule 6.02 – Existing Liens

Schedule 6.04 – Existing Investments

Schedule 6.09 – Affiliate Transactions

Schedule 6.10 – Existing Restrictions




EXHIBITS:




Exhibit A – Form of Assignment and Assumption

Exhibit B-1 – Form of Borrowing Base Certificate

Exhibit B-2 – Form of Aggregate Borrowing Base Certificate

Exhibit C – Form of Compliance Certificate

Exhibit D – Joinder Agreement





v 









 








AMENDED AND RESTATED CREDIT AGREEMENT




     AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2009 (as it may be amended or
modified from time to time, this “Agreement”), among A.H. BELO CORPORATION, THE PROVIDENCE
JOURNAL COMPANY, PRESS-ENTERPRISE COMPANY, DENTON PUBLISHING COMPANY, DMI ACQUISITION SUB, INC.,
THE DALLAS MORNING NEWS, INC., and DFW PRINTING COMPANY, INC., as Borrowers, the other Loan Parties
party thereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.



     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:



          “Account” has the meaning assigned to such term in the Security Agreement.




          “Account Debtor” means any Person obligated on an Account.




          “Adjusted EBITDA” means, for any period, Net Income for such period plus (a)
without duplication and to the extent deducted in determining Net Income for such period, the sum
of (i) Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts
attributable to depreciation and amortization expense for such period, (iv) any extraordinary or
non-recurring non-cash charges or expenses for such period, (v) any other non-cash charges for such
period including, without limitation, any non-cash stock-based compensation expenses for such
period, and (vi) Restructuring Costs in an amount not to exceed $10,000,000 minus (b)
without duplication and to the extent included in Net Income, (i) any cash payments made during
such period in respect of non-cash charges described in clause (a)(v) taken in a prior
period and (ii) any extraordinary gains and any non-cash items of income for such period, all
calculated for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.




          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to
(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.




          “Adjusted One Month LIBOR Rate” means, an interest rate per annum equal to the sum of
(i) 2.5% per annum plus (ii) the Adjusted LIBO Rate for a one month Interest Period on such day (or
if such day is not a Business Day, the immediately preceding Business Day); provided that, for the
avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the
Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m.
London time on such day (without any rounding).




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




          “Administrative Co-Agent” means Bank of America, N.A.




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




AMENDED AND RESTATED CREDIT AGREEMENT - Page 1 









 





          “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.




          “Aggregate Availability” means, with respect to all the Borrowers, at any time, an
amount equal to (a) the lesser of the Revolving Commitment and the Aggregate Borrowing Base
minus (b) the Availability Block minus (c) the Pension Reserve minus (d)
the Revolving Credit Exposure of all Revolving Lenders minus (e) the aggregate amount of
all outstanding trade payables of the Borrowers which have been unpaid for more than 60 days after
the due date therefor (other than trade payables being contested or disputed by a Borrower in good
faith), all as determined by the Administrative Agent in its sole discretion.




          “Aggregate Borrowing Base” means the aggregate of the Borrowing Bases of all of the
Borrowers, calculated without duplication of any Reserves included in such Borrowing Bases.




          “Aggregate Borrowing Base Certificate” means a certificate, signed and certified as
accurate and complete by a Financial Officer of the Borrower Representative, in substantially the
form of Exhibit B-2 or another form which is acceptable to the Administrative Agent in its
sole discretion.




          “Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all
the Lenders.




          “Applicable Percentage” means, with respect to any Lender, (a) with respect to
Revolving Loans, LC Exposure, Swingline Loans or Overadvances, a percentage equal to a fraction the
numerator of which is such Lender’s Revolving Commitment and the denominator of which is the
aggregate Revolving Commitment of all Revolving Lenders (if the Revolving Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon such Lender’s
share of the aggregate Revolving Credit Exposures at that time); provided that in the case of
Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving
Commitment shall be disregarded in the calculation, and (b) with respect to Protective Advances or
with respect to the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate
Credit Exposure and the unused Commitments; provided that in the case of Section 2.21 when
a Defaulting Lender shall exist, any such Defaulting Lender’s Commitment shall be disregarded in
the calculation.




          “Applicable Rate” means, for any day, with respect to any (a) CBFR Revolving Loan two
and three-quarters percent (2.75%) per annum, (b) Eurodollar Revolving Loan three and
three-quarters percent (3.75%) per annum, and (c) with respect to the commitment fees payable
hereunder one-half of one percent (0.50%) per annum.




          “Approved Fund” has the meaning assigned to such term in Section 9.04.




          “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 Block” means an amount equal to $7,500,000.




          “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.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 2 









 





          “Available Revolving Commitment” means, at any time, the Revolving Commitment then in
effect minus the Revolving Credit Exposure of all Revolving Lenders at such time.




          “Banking Services” means each and any of the following bank services provided to any
Loan Party by any Lender or any of its Affiliates: (a) credit cards for commercial customers
(including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value
cards and (c) treasury management services (including, without limitation, controlled disbursement,
automated clearinghouse transactions, return items, overdrafts and interstate depository network
services).




          “Banking Services Obligations” of the Loan Parties means any and all obligations of
the Loan Parties, whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications thereof and
substitutions therefor) in connection with Banking Services.




          “Banking Services Reserves” means all Reserves which the Administrative Agent from
time to time establishes in its sole discretion for Banking Services then provided or outstanding.




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




          “Borrower” or “Borrowers” means, individually or collectively, (a) the
Company, (b) The Providence Journal Company, a Delaware corporation, (c) Press-Enterprise Company,
a California corporation, (d) Denton Publishing Company, a Texas corporation, (e) DMI Acquisition
Sub, Inc., a Delaware corporation, (f) The Dallas Morning News, Inc. , a Delaware corporation, and
(g) DFW Printing Company, Inc., a Delaware corporation. For purposes of Section 9.02,
“Borrower” means the Borrowers collectively.




          “Borrower Representative” means the Company, in its capacity as contractual
representative of the Borrowers pursuant to Article XI.




          “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, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.




          “Borrowing Base” means, at any time, with respect to each Borrower, the sum of (a) 85%
of such Borrower’s Eligible Accounts at such time, plus (b) the lesser of: (i) 50% of such
Borrower’s Eligible Inventory, valued at the lower of cost or market value, determined on a
first-in-first-out basis, at such time and (ii) the product of 85% multiplied by the Net Orderly
Liquidation Value percentage identified in the most recent inventory appraisal ordered by the
Administrative Agent multiplied by such Borrower’s Eligible Inventory, valued at the lower of cost
or market value, determined on a first-in-first-out basis, at such time; provided that the
aggregate amount included in the Borrowing Base of a Borrower under this clause (b) shall not
exceed an amount equal to 20% of such Borrowing Base, minus (c) Reserves related to such
Borrower. The Administrative Agent may, in its sole discretion, reduce the advance rates set forth
above, adjust Reserves (other than the Availability Block and the Pension Reserve) or reduce one or
more of the other elements used in computing the Borrowing Base.




          “Borrowing Base Certificate” means a certificate, signed and certified as accurate and
complete by a Financial Officer of the Borrower Representative, in substantially the form of (a)
Exhibit B-1 (which in the case of The Dallas Morning News, Inc., Denton Publishing Company,
DMI Acquisition Sub, Inc. and DFW Printing Company, Inc., may be presented collectively), or (b)
another form which is acceptable to the Administrative Agent in its sole discretion.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 3 









 





          “Borrowing Request” means a request by the Borrower Representative for a Revolving
Borrowing in accordance with Section 2.02.




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




          “Capital Expenditures” means, without duplication, any expenditure or commitment to
expend money for any purchase or other acquisition of any asset which would be classified as a
fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared
in accordance with GAAP.




          “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




          “CB Floating Rate” means the Prime Rate; provided that the CB Floating Rate shall
never be less than the Adjusted One Month LIBOR Rate for a one month Interest Period on such day
(or if such day is not a Business Day, the immediately preceding Business Day). Any change in the
CB Floating Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be
effective from and including the effective date of such change in the Prime Rate or the Adjusted
One Month LIBOR Rate, respectively.




          “CBFR”, 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 CB Floating Rate.




          “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the
date hereof), other than Robert W. Decherd, of Equity Interests representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the
Company unless at such time Robert W. Decherd owns, beneficially and of record, shares representing
more than 50% of such aggregate voting power; (b) occupation of a majority of the seats (other than
vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated by
the board of directors of the Company nor (ii) appointed by directors so nominated; or (c) the
acquisition of direct or indirect Control of the Company by any Person or group; or (d) the Company
shall cease to own, free and clear of all Liens or other encumbrances, at least 100% of the
outstanding voting Equity Interests of the other Borrowers on a fully diluted basis.




          “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 2.15(b), by any
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any)
with any request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 4 









 





          “Chase” means JPMorgan Chase Bank, N.A., a national banking association, in its
individual capacity, and its successors.




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




          “Closing Date” means the date specified in the preamble of this Agreement.




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




          “Collateral” means any and all property owned, leased or operated by a Person covered
by the Collateral Documents and any and all other property of any Loan Party, now existing or
hereafter acquired, that may at any time be or become subject to a security interest or Lien in
favor of the Administrative Agent, on behalf of itself and the Lenders, to secure the Secured
Obligations.




          “Collateral Access Agreement” has the meaning assigned to such term in the Security
Agreement.




          “Collateral Documents” means, collectively, the Security Agreement, the Mortgages and
any other documents granting a Lien upon the Collateral as security for payment of the Secured
Obligations.




          “Collateral Requirement” has the meaning assignment to such term in the Original
Credit Agreement.




          “Collection Account” has the meaning assigned to such term in the Security Agreement.




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




          “Commitments” means, for the purposes of Section 9.02 and the definition of
“Required Lenders”, the Revolving Commitments.




          “Commitment Schedule” means the Schedule attached hereto identified as such.




          “Company” means A. H. Belo Corporation, a Delaware corporation.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.




          “Controlled Disbursement Account” means, collectively, the following accounts: account
number 765886478, account number 777165978, account number 777165960, account number 777165986, and
any replacement or additional accounts of the Borrowers maintained with the Administrative Agent as
a zero balance, cash management account pursuant to and under any agreement between a Borrower and
the Administrative Agent, as modified and amended from time to time, and through which all
disbursements of a Borrower, any Loan Party and any designated Subsidiary of a Borrower are made
and settled on a daily basis with no uninvested balance remaining overnight.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 5 









 





          “Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s
Revolving Credit Exposure at such time, plus (b) an amount equal to its Applicable
Percentage, if any, of the aggregate principal amount of Protective Advances outstanding at such
time.




          “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.




          “Defaulting Lender” means any Lender, as determined by the Administrative Agent, that
has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline
Loans within three Business Days of the date required to be funded by it hereunder, (b) notified
any Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in
writing that it does not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply with its funding
obligations under this Agreement or under other agreements in which it commits to extend credit,
(c) failed, within three Business Days after request by the Administrative Agent, to confirm that
it will comply with the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise
failed to pay over to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within three Business Days of the date when due, unless the subject of a good
faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is
insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken
any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.




          “Disclosed Matters” means the actions, suits and proceedings and the environmental
matters disclosed in Schedule 3.06.




          “Document” has the meaning assigned to such term in the Security Agreement.




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




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




          “Eligible Accounts” means, at any time, the Accounts of a Borrower which the
Administrative Agent determines in its sole discretion are eligible as the basis for the extension
of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without
limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include
any Account:





	 	(a)	 	which is not subject to a first priority perfected security interest in
favor of the Administrative Agent;
	 
	 	(b)	 	which is subject to any Lien other than (i) a Lien in favor of the
Administrative Agent and (ii) a Permitted Encumbrance which does not have
priority over the Lien in favor of the Administrative Agent;






     (c) with respect to which (i) the scheduled due date is more than 30 days after
the original invoice date, (ii) is unpaid more than 90 days after the date of the



AMENDED AND RESTATED CREDIT AGREEMENT - Page 6 









 






original invoice therefor or more than 60 days after the original due date, or
(iii) which has been written off the books of the Borrower or otherwise designated
as uncollectible;




     (d) which is owing by an Account Debtor for which more than 50% of the Accounts
owing from such Account Debtor and its Affiliates are ineligible pursuant to
clause (c) above;




     (e) which is owing by an Account Debtor to the extent the aggregate amount of
Accounts owing from such Account Debtor and its Affiliates to (i) such Borrower
exceeds 15% of the aggregate amount of Eligible Accounts of such Borrower or (ii)
all Borrowers exceeds 15% of the aggregate amount of Eligible Accounts of all
Borrowers;




     (f) with respect to which any covenant, representation, or warranty contained
in this Agreement or in the Security Agreement has been breached or is not true;




     (g) which (i) does not arise from the sale of goods or performance of services
in the ordinary course of business, (ii) is not evidenced by an invoice or other
documentation satisfactory to the Administrative Agent which has been sent to the
Account Debtor, (iii) represents a progress billing, (iv) is contingent upon the
Borrower’s completion of any further performance, (v) represents a sale on a
bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment,
cash-on-delivery or any other repurchase or return basis or (vi) relates to payments
of interest;




     (h) for which the goods giving rise to such Account have not been shipped to
the Account Debtor or for which the services giving rise to such Account have not
been performed by such Borrower or if such Account was invoiced more than once;




     (i) with respect to which any check or other instrument of payment has been
returned uncollected for any reason;




     (j) which is owed by an Account Debtor which has (i) applied for, suffered, or
consented to the appointment of any receiver, custodian, trustee, or liquidator of
its assets, (ii) has had possession of all or a material part of its property taken
by any receiver, custodian, trustee or liquidator, (iii) filed, or had filed against
it, any request or petition for liquidation, reorganization, arrangement, adjustment
of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case
under any state or federal bankruptcy laws, (iv) has admitted in writing its
inability, or is generally unable to, pay its debts as they become due, (v) become
insolvent, or (vi) ceased operation of its business;




     (k) which is owed by any Account Debtor which has sold all or a substantially
all of its assets;




     (l) which is owed by an Account Debtor which (i) does not maintain its chief
executive office in the U.S. or Canada or (ii) is not organized under applicable law
of the U.S., any state of the U.S., Canada, or any province of Canada unless, in
either case, such Account is backed by a Letter of Credit acceptable to the
Administrative Agent which is in the possession of, has been assigned to and is
directly drawable by the Administrative Agent;




     (m) which is owed in any currency other than U.S. dollars;



AMENDED AND RESTATED CREDIT AGREEMENT - Page 7 









 






     (n) which is owed by (i) the government (or any department, agency, public
corporation, or instrumentality thereof) of any country other than the U.S. unless
such Account is backed by a Letter of Credit acceptable to the Administrative Agent
which is in the possession of the Administrative Agent, or (ii) the government of
the U.S., or any department, agency, public corporation, or instrumentality thereof,
unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727
et seq. and 41 U.S.C. § 15 et seq.), and any other
steps necessary to perfect the Lien of the Administrative Agent in such Account have
been complied with to the Administrative Agent’s satisfaction;




     (o) which is owed by any Affiliate, employee, officer, director, agent or
stockholder of any Loan Party;




     (p) which, for any Account Debtor, exceeds an amount, if any, determined by the
Administrative Agent, to the extent of such excess;




     (q) which is owed by an Account Debtor or any Affiliate of such Account Debtor
to which any Loan Party is indebted, but only to the extent of such indebtedness or
is subject to any security, deposit, progress payment, retainage or other similar
advance made by or for the benefit of an Account Debtor, in each case to the extent
thereof;




     (r) which is subject to any counterclaim, deduction, defense, setoff or
dispute;




     (s) which is evidenced by any promissory note, chattel paper, or instrument;




     (t) which is owed by an Account Debtor located in any jurisdiction which
requires filing of a “Notice of Business Activities Report” or other similar report
in order to permit such Borrower to seek judicial enforcement in such jurisdiction
of payment of such Account, unless such Borrower has filed such report or qualified
to do business in such jurisdiction;




     (u) with respect to which such Borrower has made any agreement with the Account
Debtor for any reduction thereof, other than discounts and adjustments given in the
ordinary course of business, or any Account which was partially paid and such
Borrower created a new receivable for the unpaid portion of such Account;




     (v) which does not comply in all material respects with the requirements of all
applicable laws and regulations, whether Federal, state or local, including without
limitation the Federal Consumer Credit Protection Act, the Federal Truth in Lending
Act and Regulation Z of the Board;




     (w) which is for goods that have been sold under a purchase order or pursuant
to the terms of a contract or other agreement or understanding (written or oral)
that indicates or purports that any Person other than such Borrower has or has had
an ownership interest in such goods, or which indicates any party other than such
Borrower as payee or remittance party;




     (x) which was created on cash on delivery terms; or



AMENDED AND RESTATED CREDIT AGREEMENT - Page 8 









 






     (y) which the Administrative Agent determines may not be paid by reason of the
Account Debtor’s inability to pay or which the Administrative Agent otherwise
determines is unacceptable for any reason whatsoever.



          In the event that an Account which was previously an Eligible Account ceases to be an Eligible
Account hereunder, such Borrower or the Borrower Representative shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Aggregate
Borrowing Base Certificate and the Borrowing Base Certificate that includes Accounts of such
Borrower. In determining the amount of an Eligible Account, the face amount of an Account may, in
the Administrative Agent’s sole discretion, be reduced by, without duplication, to the extent not
reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits
or credits pending, promotional program allowances, price adjustments, finance charges or other
allowances (including any amount that such Borrower may be obligated to rebate to an Account Debtor
pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate
amount of all cash received in respect of such Account but not yet applied by such Borrower to
reduce the amount of such Account.




          “Eligible Inventory” means, at any time, the Inventory of a Borrower which the
Administrative Agent determines in its sole discretion is eligible as the basis for the extension
of Revolving Loans, Swingline Loans and the issuance of Letters of Credit hereunder. Without
limiting the Administrative Agent’s discretion provided herein, Eligible Inventory shall not
include any Inventory:





     (a) which is not subject to a first priority perfected Lien in favor of the
Administrative Agent;




     (b) which is subject to any Lien other than (i) a Lien in favor of the
Administrative Agent and (ii) a Permitted Encumbrance which does not have priority
over the Lien in favor of the Administrative Agent;




     (c) which is, in the Administrative Agent’s opinion, slow moving, obsolete,
unmerchantable, defective, used, unfit for sale, not salable at prices approximating
at least the cost of such Inventory in the ordinary course of business or
unacceptable due to age, type, category and/or quantity;




     (d) with respect to which any covenant, representation, or warranty contained
in this Agreement or the Security Agreement has been breached or is not true and
which does not conform to all standards imposed by any Governmental Authority;




     (e) in which any Person other than such Borrower shall (i) have any direct or
indirect ownership, interest or title to such Inventory or (ii) be indicated on any
purchase order or invoice with respect to such Inventory as having or purporting to
have an interest therein;




     (f) which is not paper stock or unopened ink held in the ordinary course of
business;




     (g) which is not located in the U.S. or is in transit with a common carrier
from vendors and suppliers;




     (h) which is located in any location leased by such Borrower unless (i) the
lessor has delivered to the Administrative Agent a Collateral Access Agreement or
(ii) a Reserve for rent, charges, and other amounts due or to become due with
respect to such facility has been established by the Administrative Agent in its
sole discretion;



AMENDED AND RESTATED CREDIT AGREEMENT - Page 9 









 






     (i) which is located in any third party warehouse or is in the possession of a
bailee (other than a third party processor) and is not evidenced by a Document,
unless (i) such warehouseman or bailee has delivered to the Administrative Agent a
Collateral Access Agreement and such other documentation as the Administrative Agent
may require or (ii) an appropriate Reserve has been established by the
Administrative Agent in its sole discretion;




     (j) which is being processed offsite at a third party location or outside
processor, or is in-transit to or from said third party location or outside
processor;




     (k) which is a discontinued product or component thereof;




     (l) which is the subject of a consignment by such Borrower as consignor;




     (m) which contains or bears any intellectual property rights licensed to such
Borrower unless the Administrative Agent is satisfied that it may sell or otherwise
dispose of such Inventory without (i) infringing the rights of such licensor, (ii)
violating any contract with such licensor, or (iii) incurring any liability with
respect to payment of royalties other than royalties incurred pursuant to sale of
such Inventory under the current licensing agreement;




     (n) which is not reflected in a current perpetual inventory report of such
Borrower;




     (o) for which reclamation rights have been asserted by the seller; or




     (p) which the Administrative Agent otherwise determines is unacceptable for any
reason whatsoever.



          In the event that Inventory which was previously Eligible Inventory ceases to be Eligible
Inventory hereunder, such Borrower or the Borrower Representative shall notify the Administrative
Agent thereof on and at the time of submission to the Administrative Agent of the next Aggregate
Borrowing Base Certificate and the Borrowing Base Certificate that includes Inventory of such
Borrower.




          “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 any
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.




          “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 10 









 





          “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 a Borrower, is treated as a single employer under Section 414(b) or (c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.




          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any
Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from any 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.




          “Estimated Unfunded Pension Obligations” means $17,100,000 or such other amount as may
be designated in writing from time to time by the Company to the Administrative Agent and
determined in a manner acceptable to the Administrative Agent.




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




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




          “Excluded Subsidiaries” means, collectively, (a) each Subsidiary identified as an
“Inactive Subsidiary” on Schedule 3.15 so long as such Subsidiary is in compliance with Section
6.14 and (b) Belo Foundation, Dallas Morning News Charities, Journal-Bulletin Santa Claus Fund,
Providence Journal Charitable Foundation, and Providence Journal Charities, Inc. provided that the
corporate purpose of each such Person is to engage in non-profit or charitable activities.




          “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
any Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which any Borrower is located and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a request by a Borrower
under Section 2.20(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a
new lending office) or is attributable to such Foreign Lender’s failure to comply with Section
2.17(f), except to the extent that such Foreign Lender (or its assignor, if any) was




AMENDED AND RESTATED CREDIT AGREEMENT - Page 11 









 




entitled, at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrowers with respect to such withholding tax pursuant to Section
2.17(a).




          “Existing Letters of Credit” mean the letters of credit issued under the Original
Credit Agreement that are outstanding on the Effective Date and listed on Schedule 1.01(a)
hereto.




          “Existing Obligations” means the “Obligations” as defined by the Original Credit
Agreement.




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




          “Final Pension Payment Date” means October 15, 2010 or such other date as may be
designated in writing from time to time by the Company to the Administrative Agent and acceptable
to the Administrative Agent.




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




          “Fixed Charges” means, with reference to any period, without duplication, cash
Interest Expense, plus prepayments and scheduled principal payments on Indebtedness made
during such period, plus expense for taxes paid in cash, plus Restricted Payments
paid in cash, plus Capital Lease Obligation payments, plus cash contributions to
any Plan to the extent not already deducted from Adjusted EBITDA, all calculated for the Company
and its Subsidiaries on a consolidated basis.




          “Fixed Charge Coverage Ratio” means, for any period, the ratio of (a) Adjusted EBITDA
minus Capital Expenditures that are unfinanced or financed with Revolving Loans, to (b)
Fixed Charges, all calculated for the Company and its Subsidiaries on a consolidated basis in
accordance with GAAP.




          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrowers are 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.




          “Foreign Pledge Agreement” means, for purposes of Section 9.02, all Collateral
Documents signed by a Foreign Subsidiary.




          “Foreign Subsidiary” means any Subsidiary that is not organized under the laws of the
United States.




          “Funding Accounts” has the meaning assigned to such term in Section 4.01(h).




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




          “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority,




AMENDED AND RESTATED CREDIT AGREEMENT - Page 12 









 




instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.




          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include endorsements for collection or deposit
in the ordinary course of business.




          “Guaranteed Obligations” has the meaning assigned to such term in Section
10.01.




          “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding current accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all
obligations, contingent or otherwise, of such Person as an account party in respect of letters of
credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers’ acceptances, (k) obligations under any liquidated earn-out and (l) any other
Off-Balance Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general partner) to the extent
such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that
such Person is not liable therefor.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Insurance Capital Expenditures” means Capital Expenditures made within twelve months
of receipt of insurance proceeds in respect of property casualty to the extent such proceeds are
used to replace such property.




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




          “Interest Expense” means, with reference to any period, total interest expense
(including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for
such period with




AMENDED AND RESTATED CREDIT AGREEMENT - Page 13 









 




respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters of credit and
bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to
the extent such net costs are allocable to such period in accordance with GAAP), calculated on a
consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP.




          “Interest Payment Date” means (a) with respect to any CBFR Loan (other than a
Swingline Loan), the first Business Day of each calendar month and the Maturity Date, and (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 the
Maturity Date, and (c) with respect to any Swingline Loan, the day that such Loan is required to be
repaid and the Maturity Date.




          “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, or three months thereafter, as the Borrower Representative may
elect; provided, that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, 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.




          “Inventory” has the meaning assigned to such term in the Security Agreement.




          “Issuing Bank” means Chase, in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.06(i). The Issuing
Bank may, in its sole 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.




          “Joinder Agreement” has the meaning assigned to such term in Section 5.11.




          “LC Collateral Account” has the meaning assigned to such term in Section
2.06(j).




          “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 the Commercial LC Exposure and the
Standby LC Exposure. The LC Exposure of any Revolving Lender at any time shall be its Applicable
Percentage of the total LC Exposure at such time.




          “Lenders” means the Persons listed on the Commitment Schedule and any other
Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than
any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless
the context otherwise requires, the term “Lenders” includes the Swingline Lender.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 14 









 





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




          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate quotations comparable
to those currently provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to dollar
deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for
such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity
comparable to such Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest Period.




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




          “Loan Documents” means this Agreement, any promissory notes issued pursuant to the
Agreement, any Letter of Credit applications, the Collateral Documents, and Loan Guaranty and all
other agreements, instruments, documents and certificates identified in Section 4.01
executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including
all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit
agreements and all other written matter whether heretofore, now or hereafter executed by or on
behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative
Agent or any Lender in connection with the Agreement or the transactions contemplated thereby. Any
reference in the Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in
effect at any and all times such reference becomes operative.




          “Loan Guarantor” means each Loan Party other than the Borrowers.




          “Loan Guaranty” means Article X of this Agreement and each separate Guarantee,
in form and substance satisfactory to the Administrative Agent, delivered by each Loan Guarantor,
as it may be amended or modified and in effect from time to time.




          “Loan Parties” means the Borrowers, the Borrowers’ domestic Subsidiaries (other than
the Excluded Subsidiaries) and any other Person who becomes a party to this Agreement pursuant to a
Joinder Agreement and their successors and assigns.




          “Loans” means the loans and advances made by the Lenders pursuant to this Agreement,
including Swingline Loans, Overadvances and Protective Advances.




          “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries
taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under the
Loan Documents to




AMENDED AND RESTATED CREDIT AGREEMENT - Page 15 









 




which it is a party, (c) the Collateral, or the Administrative Agent’s Liens (on behalf of
itself and the Lenders) on the Collateral or the priority of such Liens, or (d) the rights of or
benefits available to the Administrative Agent, the Issuing Bank or the Lenders thereunder.




          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the
Company and its Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes
of determining Material Indebtedness, the “obligations” of any Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to
any netting agreements) that such Borrower or such Subsidiary would be required to pay if such Swap
Agreement were terminated at such time.




          “Maturity Date” means April 30, 2011 or any earlier date on which the Revolving
Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.




          “Maximum Liability” has the meaning assigned to such term in Section 10.10.




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




          “Mortgages” means any mortgage, deed of trust or other agreement which conveys or
evidences a Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent
and the Lenders, on real property of a Loan Party, including any amendment, modification or
supplement thereto.




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




          “Net Income” means, for any period, the consolidated net income (or loss) of the
Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any
of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which
the Company or any of its Subsidiaries has an ownership interest, except to the extent that any
such income is actually received by the Company or such Subsidiary in the form of dividends or
similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any contractual obligation (other than under any Loan Document) or
Requirement of Law applicable to such Subsidiary.




          “Net Orderly Liquidation Value” means, with respect to Inventory of any Person, the
orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent
by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.




          “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in
respect of such event including (i) any cash received in respect of any non-cash proceeds
(including any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or otherwise, but excluding any
interest payments), but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third
parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback transaction or a
casualty or a condemnation or similar proceeding), the amount of all payments required to be made
as a result of such event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event and (iii) the amount




AMENDED AND RESTATED CREDIT AGREEMENT - Page 16 









 




of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves
established to fund contingent liabilities reasonably estimated to be payable, in each case during
the year that such event occurred or the next succeeding year and that are directly attributable to
such event (as determined reasonably and in good faith by a Financial Officer).




          “Non-Paying Guarantor” has the meaning assigned to such term in Section 10.11.




          “Obligated Party” has the meaning assigned to such term in Section 10.02.




          “Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities
and other obligations of the Loan Parties to the Lenders or to any Lender, the Administrative
Agent, the Issuing Bank or any indemnified party arising under the Loan Documents.




          “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any
indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered
into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any
other transaction which is the functional equivalent of or takes the place of borrowing but which
does not constitute a liability on the balance sheets of such Person (other than operating leases).




          “Original Collateral Documents” means the “Pledge Agreement” and “Foreign Pledge
Agreement” (if any), in each case as defined by the Original Credit Agreement, the certain Security
Agreement dated as of October 23, 2008, executed by The Providence Journal Company,
Press-Enterprise Company, Denton Publishing Company, DMI Acquisition Sub, Inc., The Dallas Morning
News, Inc. and DFW Printing Company, Inc. and the Administrative Agent, in connection with the
Original Credit Agreement, and any other security agreement, pledge, mortgage or other agreement
pursuant to which a Lien is granted to secure the Existing Obligations in connection with the
Original Credit Agreement.




          “Original Credit Agreement” means the certain Credit Agreement dated as of
February 4, 2008 among the Company and Chase, as administrative agent, and the “Lenders” (as
defined therein) party thereto, as amended by the certain First Amendment and Waiver dated as of
October 23, 2008, among such parties.




          “Original Guarantor” means any of the “Subsidiary Guarantors” under the Original
Guaranty.




          “Original Guaranty” means the certain Subsidiary Guarantee Agreement dated as of
February 4, 2008, executed by each of The Providence Journal Company, Press-Enterprise Company and
The Dallas Morning News, Inc., in connection with the Original Credit Agreement.




          “Original Loan Documents” means the “Loan Documents” as defined by the Original Credit
Agreement.




          “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, delivery or enforcement of, or otherwise with respect to, this Agreement.




          “Overadvance” has the meaning assigned to such term in Section 2.05(c).




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




AMENDED AND RESTATED CREDIT AGREEMENT - Page 17 









 





          “Paying Guarantor” has the meaning assigned to such term in Section 10.11.




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




          “Pension Reimbursement Payment” means a payment made by the Company to Belo Corp. in
respect of unfunded pension obligations owing by Belo Corp., pursuant to the certain Employee
Matters Agreement dated as of February 8, 2008 by and between Belo Corp. and the Company.




          “Pension Reserve” means an amount, as of any date of determination, equal to





     (a) (i) the Estimated Unfunded Pension Obligations divided by (ii) the number
of complete calendar months from the Effective Date through the Final Pension
Payment Date times (iii) the number of complete calendar months that have elapsed
since the Effective Date, minus




     (b) the aggregate amount of Pension Reimbursement Payments that have been paid
as of such date and with respect to which notification thereof has been given by the
Company to the Administrative Agent.




     “Permitted Encumbrances” means:




     (a) Liens imposed by law for taxes that are not yet due or are being contested
in compliance with Section 5.04;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other
like Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than 30 days or are being contested in
compliance with Section 5.04;




     (c) pledges and deposits made in the ordinary course of business in compliance
with workers’ compensation, unemployment insurance and other social security laws or
regulations;




     (d) deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case in the ordinary course of business;




     (e) judgment liens in respect of judgments that do not constitute an Event of
Default under clause (k) of Article VII; and




     (f) easements, zoning restrictions, rights-of-way and similar encumbrances on
real property imposed by law or arising in the ordinary course of business that do
not secure any monetary obligations and do not materially detract from the value of
the affected property or interfere with the ordinary conduct of business of any
Borrower or any Subsidiary;


provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.




          “Permitted Investments” means:





     (a) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency



AMENDED AND RESTATED CREDIT AGREEMENT - Page 18 









 






thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof;




     (b) investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit
rating obtainable from S&P or from Moody’s;




     (c) investments in certificates of deposit, banker’s acceptances and time
deposits maturing within 180 days from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or offered
by, any domestic office of any commercial bank organized under the laws of the
United States of America or any State thereof which has a combined capital and
surplus and undivided profits of not less than $500,000,000;




     (d) fully collateralized repurchase agreements with a term of not more than 30
days for securities described in clause (a) above and entered into with a
financial institution satisfying the criteria described in clause (c) above;
and




     (e) money market funds that (i) comply with the criteria set forth in
Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of
1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets
of at least $5,000,000,000.



          “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 any 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.




          “Pledge Agreement” means, for purposes of Section 9.02, the Security Agreement and all
other Collateral Documents.




          “Prepayment Event” means:





     (a) any sale, transfer or other disposition (including pursuant to a sale and
leaseback transaction) of any property or asset of any Loan Party, other than
dispositions described in Section 6.05(a); or




     (b) any casualty or other insured damage to, or any taking under power of
eminent domain or by condemnation or similar proceeding of, any property or asset of
any Loan Party; or




     (c) the issuance by the Company of any Equity Interests, or the receipt by the
Company of any capital contribution; or




     (d) the incurrence by any Loan Party of any Indebtedness other than
Indebtedness permitted under clauses (a) through (i) and clause
(k) of Section 6.01.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 19 









 





          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Chase as its prime rate; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.




          “Projections” has the meaning assigned to such term in Section 5.01(f).




          “Protective Advance” has the meaning assigned to such term in Section 2.04.




          “Providence Property” has the meaning assigned to such term in Section 6.01.




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




          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.




          “Rentals” means, with reference to any period, the aggregate fixed amounts payable by
the Company and its Subsidiaries under any operating leases, calculated on a consolidated basis for
the Company and its Subsidiaries for such period in accordance with GAAP.




          “Report” means reports prepared by the Administrative Agent or another Person showing
the results of appraisals, field examinations or audits pertaining to the Borrowers’ assets from
information furnished by or on behalf of the Borrowers, after the Administrative Agent has
exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to
the Lenders by the Administrative Agent.




          “Required Lenders” means, at any time, Lenders having Revolving Credit Exposure and
unused Commitments representing more than 51.0% of the sum of the total Revolving Credit Exposure
and unused Commitments at such time.




          “Requirement of Law” means, as to any Person, the Certificate of Incorporation and
By-Laws or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




          “Reserves” means any and all reserves which the Administrative Agent deems necessary,
in its sole discretion, to maintain (including, without limitation, reserves for accrued and unpaid
interest on the Secured Obligations, Banking Services Reserves, volatility reserves, reserves for
rent at locations leased by any Loan Party and for consignee’s, warehousemen’s and bailee’s
charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves for customs
charges and shipping charges related to any Inventory in transit, reserves for Swap Obligations,
reserves for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan
Party, reserves for uninsured, underinsured, un-indemnified or under-indemnified liabilities or
potential liabilities with respect to any litigation and reserves for taxes, fees, assessments, and
other governmental charges) with respect to the Collateral or any Loan Party.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Company or any
Subsidiary, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such




AMENDED AND RESTATED CREDIT AGREEMENT - Page 20 









 




Equity Interests in the Company or any option, warrant or other right to acquire any such
Equity Interests in the Company.




          “Restructuring Costs” means severance expenses and other related charges acceptable to
the Administrative Agent incurred by the Company during the fiscal year ended December 31, 2009.




          “Revolving Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and to acquire participations in Letters of Credit,
Overadvances and Swingline Loans hereunder, expressed as an amount representing the maximum
possible aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment
may be reduced or increased from time to time pursuant to (a) Section 2.09 and (b)
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the Assignment
and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders’ Revolving Commitments is $50,000,000.




          “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of
(a) the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure,
plus (b) an amount equal to its Applicable Percentage of the aggregate principal amount of
Swingline Loans at such time, plus (c) an amount equal to its Applicable Percentage of the
aggregate principal amount of Overadvances outstanding at such time.




          “Revolving Lender” means, as of any date of determination, a Lender with a Revolving
Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving
Credit Exposure.




          “Revolving Loan” means a Loan made pursuant to Section 2.01 and also includes
the “Revolving Loans” outstanding under the Original Credit Agreement as renewed and continued
under this Agreement on the Closing Date as provided by Section 11.09.




          “Riverside Property” has the meaning assigned to such term in Section 6.01.




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




          “Secured Obligations” means all Obligations, together with all (i) Banking Services
Obligations of the Loan Parties and (ii) Swap Obligations of the Loan Parties owing to one or more
Lenders or their respective Affiliates; provided that at or prior to the time that any
transaction relating to such Swap Obligation is executed, the Lender party thereto (other than
Chase) shall have delivered written notice to the Administrative Agent that such a transaction has
been entered into and that it constitutes a Secured Obligation entitled to the benefits of the
Collateral Documents.




          “Security Agreement” means that certain Pledge and Security Agreement, dated as of the
date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the
Administrative Agent and the Lenders, and any other pledge or security agreement entered into,
after the date of this Agreement by any other Loan Party (as required by this Agreement or any
other Loan Document), or any other Person, as the same may be amended, restated or otherwise
modified from time to time.




          “Settlement” has the meaning assigned to such term in Section 2.05(d).




          “Settlement Date” has the meaning assigned to such term in Section 2.05(d).




AMENDED AND RESTATED CREDIT AGREEMENT - Page 21 









 





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




          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding
and to be subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.




          “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Obligations to the written satisfaction of the
Administrative Agent.




          “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; provided, however, that “subsidiary” shall
not include Belo Foundation, Dallas Morning News Charities, Journal-Bulletin Santa Claus Fund,
Providence Journal Charitable Foundation, and Providence Journal Charities, Inc. so long as the
corporate purpose of each such Person is to engage in non-profit or charitable activities.




          “Subsidiary” means any direct or indirect subsidiary of the Company or a Loan Party,
as applicable.




          “Subsidiary Guarantee Agreement” means, for purposes of Section 9.02, any Loan
Guaranty.




          “Subsidiary Guarantor” means, for purposes of Section 9.02, any Loan
Guarantor.




          “Supermajority Revolving Lenders” means, at any time, Lenders having Revolving
Exposure and unused Revolving Commitments representing at least 75.0% of the sum of the total
Revolving Credit Exposure and unused Revolving Commitments at such time.




          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any




AMENDED AND RESTATED CREDIT AGREEMENT - Page 22 









 




combination of these transactions; provided that no phantom stock or similar plan
providing for payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement.




          “Swap Obligations” of a Person means any and all obligations of such Person, whether
absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(a) any and all Swap Agreements, and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction.




          “Swingline Exposure” means, at any time, the sum of the aggregate undrawn amount of
all outstanding Swingline Loans at such time. The Swingline Exposure of any Revolving Lender at
any time shall be its Applicable Percentage of the total Swingline Exposure at such time.




          “Swingline Lender” means Chase, in its capacity as lender of Swingline Loans
hereunder.




          “Swingline Loan” means a Loan made pursuant to Section 2.05.




          “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 Borrowers of this
Agreement, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and
the issuance of Letters of Credit hereunder.




          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the CB Floating Rate.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
Texas or any other state the laws of which are required to be applied in connection with the issue
of perfection of security interests.




          “Unliquidated Obligations” means, at any time, any Secured Obligations (or portion
thereof) that are contingent in nature or unliquidated at such time, including any Secured
Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter
of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in
nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations.




          “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



AMENDED AND RESTATED CREDIT AGREEMENT - Page 23 









 




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




     SECTION 1.04. 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 Representative notifies the
Administrative Agent that the Borrowers request 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
Representative 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 Borrowers from time to time during the Availability
Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit
Exposure exceeding such Lender’s Revolving Commitment, or (ii) the total Revolving Credit Exposures
exceeding the amount equal to: (A) the lesser of the total Revolving Commitments and the Aggregate
Borrowing Base minus (B) the Availability Block minus (C) the Pension Reserve, subject to the
Administrative Agent’s authority, in its sole discretion, to make Protective Advances and
Overadvances pursuant to the terms of Section 2.04 and 2.05. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay
and reborrow Revolving Loans.



     SECTION 2.02. Loans and Borrowings.



          (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of
Loans of the same Class and Type made by the Lenders ratably in accordance with their respective
Revolving Commitments of the applicable Class. Any Protective Advance, any Overadvance and any
Swingline Loan shall be made in accordance with the procedures set forth in Section 2.04
and 2.05.




          (b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of
CBFR Loans or Eurodollar Loans as the Borrower Representative may request in accordance herewith,
provided that all Borrowings made on the Effective Date must be made as CBFR Borrowings but
may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Swingline
Loan shall be an CBFR Loan. 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




AMENDED AND RESTATED CREDIT AGREEMENT - Page 24 









 




shall not affect the obligation of the Borrowers to repay such Loan in accordance with the
terms of this Agreement.




          (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 $100,000 and not less
than $1,000,000. At the time that each CBFR Revolving Borrowing is made, such Borrowing shall be
in an aggregate amount that is an integral multiple of $50,000 and not less than $100,000;
provided that an CBFR Revolving Borrowing may be in an aggregate amount that is equal to
the entire unused balance of the total Revolving Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan
shall be in an amount that is an integral multiple of $50,000 and not less than $100,000.
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 six (6) Eurodollar Borrowings outstanding.




          (d) Notwithstanding any other provision of this Agreement, the Borrower Representative 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. To request a Revolving Borrowing,
the Borrower Representative shall notify the Administrative Agent of such request either in writing
(delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the
Borrower Representative or by telephone (a) in the case of a Eurodollar Borrowing, not later than
10:00 a.m., Chicago time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an CBFR Borrowing, not later than noon, Chicago time, on the date of the proposed
Borrowing; provided that any such notice of an CBFR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not
later than 9:00 a.m., Chicago 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
facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower Representative. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.01:



               (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 CBFR Borrowing or a Eurodollar Borrowing; and



               (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.”


If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving
Borrowing shall be an CBFR Borrowing. If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrowers 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. Protective Advances.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 25 









 





          (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the
Borrowers and the Lenders, from time to time in the Administrative Agent’s sole discretion (but
shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all Lenders,
which the Administrative Agent, in its sole discretion, deems necessary or desirable (i) to
preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or
maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other
amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this
Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as
described in Section 9.03) and other sums payable under the Loan Documents (any of such
Loans are herein referred to as “Protective Advances”); provided that, the
aggregate amount of Protective Advances outstanding at any time shall not at any time exceed
$5,000,000; provided further that, (i) the aggregate amount of outstanding Protective
Advances plus the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving
Commitments and (ii) no Protective Advance shall cause any Revolving Lender’s Credit Exposure to
exceed its Revolving Commitment. Protective Advances may be made even if the conditions precedent
set forth in Section 4.02 have not been satisfied. The Protective Advances shall be
secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall
constitute Obligations hereunder. All Protective Advances shall be CBFR Borrowings. The
Administrative Agent’s authorization to make further Protective Advances may be revoked at any time
by the Required Lenders. Any such revocation must be in writing and shall become effective
prospectively upon the Administrative Agent’s receipt thereof. At any time that there is
sufficient Aggregate Availability and the conditions precedent set forth in Section 4.02
have been satisfied, the Administrative Agent may request the Revolving Lenders to make a Revolving
Loan to repay a Protective Advance. At any other time the Administrative Agent may require the
Lenders to fund their risk participations described in Section 2.04(b).




          (b) Upon the making of a Protective Advance by the Administrative Agent (whether before or
after the occurrence of a Default), each Lender shall be deemed, without further action by any
party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent
without recourse or warranty, an undivided interest and participation in such Protective Advance in
proportion to its Applicable Percentage. From and after the date, if any, on which any Lender is
required to fund its participation in any Protective Advance purchased hereunder, the
Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage
of all payments of principal and interest and all proceeds of Collateral received by the
Administrative Agent in respect of such Protective Advance.




     SECTION 2.05. Swingline Loans and Overadvances.



          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrowers, from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in: (i) the aggregate principal
amount of outstanding Swingline Loans exceeding $5,000,000, (ii) the total Revolving Credit
Exposures exceeding the amount equal to: (A) the lesser of the total Revolving Commitments and the
Aggregate Borrowing Base minus (B) the Availability Block minus (C) the Pension Reserve, or (iii)
any Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment;
provided that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. To
request a Swingline Loan, the Borrower Representative shall notify the Administrative Agent of such
request by telephone (confirmed by facsimile), not later than noon, Chicago time, on the day of a
proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested
date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Borrower Representative. The Swingline Lender shall make each




AMENDED AND RESTATED CREDIT AGREEMENT - Page 26 









 




Swingline Loan available to the Borrowers by means of a credit to the Funding Account(s) (or,
in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e), by remittance to the Issuing Bank, and in the case of repayment of
another Loan or fees or expenses as provided by Section 2.18(c), by remittance to the
Administrative Agent to be distributed to the Lenders) by 2:00 p.m., Chicago time, on the requested
date of such Swingline Loan. In addition, the Borrowers hereby authorize the Swingline Lender to,
and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without
any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day,
make available to the Borrowers by means of a credit to the Funding Account(s), the proceeds of a
Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement
Account that day (as determined based on notice from the Administrative Agent).




          (b) The Swingline Lender may by written notice given to the Administrative Agent not later
than 11:00 a.m., Chicago time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of
such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees,
upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of
the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or reduction or
termination of the Revolving Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with
its obligation under this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.07 with respect to Loans made by such Lender (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts
so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower
Representative of any participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and
not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or
other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to
the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly
remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments
pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided
that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative
Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrowers
for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Borrowers of any default in the payment thereof.




          (c) Any provision of this Agreement to the contrary notwithstanding, at the request of the
Borrower Representative, the Administrative Agent may in its sole discretion (but with absolutely
no obligation), make Revolving Loans to the Borrowers, on behalf of the Revolving Lenders, in
amounts that exceed Aggregate Availability (any such excess Revolving Loans are herein referred to
collectively as “Overadvances”); provided that, no Overadvance shall result in a
Default due to the Borrowers’ failure to comply with Section 2.01 for so long as such
Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with
respect to the amount of such Overadvance. In addition, Overadvances may be made even if the
condition precedent set forth in Section 4.02(c) has not been




AMENDED AND RESTATED CREDIT AGREEMENT - Page 27 









 




satisfied. All Overadvances shall constitute CBFR Borrowings. The authority of the
Administrative Agent to make Overadvances is limited to an aggregate amount not to exceed
$5,000,000 at any time, no Overadvance may remain outstanding for more than thirty days and no
Overadvance shall cause any Revolving Lender’s Revolving Credit Exposure to exceed its Revolving
Commitment; provided that, the Required Lenders may at any time revoke the Administrative
Agent’s authorization to make Overadvances. Any such revocation must be in writing and shall
become effective prospectively upon the Administrative Agent’s receipt thereof.




          (d) Upon the making of an Overadvance by the Administrative Agent, each Revolving Lender shall
be deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from the Administrative Agent without recourse or warranty, an undivided interest and
participation in such Overadvance in proportion to its Applicable Percentage of the Revolving
Commitment. The Administrative Agent may, at any time, require the Revolving Lenders to fund their
participations. From and after the date, if any, on which any Revolving Lender is required to fund
its participation in any Overadvance purchased hereunder, the Administrative Agent shall promptly
distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and
interest and all proceeds of Collateral received by the Administrative Agent in respect of such
Loan.




          (e) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a
“Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the
Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by
facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested
Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline
Lender, in the case of the Swingline Loans) shall transfer the amount of such Revolving Lender’s
Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to
which Settlement is requested to the Administrative Agent, to such account of the Administrative
Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such
Settlement Date. Settlements may occur during the existence of a Default and whether or not the
applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such
amounts transferred to the Administrative Agent shall be applied against the amounts of the
Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of
such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. If
any such amount is not transferred to the Administrative Agent by any Revolving Lender on such
Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such
Lender together with interest thereon as specified in Section 2.07.




     SECTION 2.06. Letters of Credit.



          (a) General. Subject to the terms and conditions set forth herein, the Borrower
Representative may request the issuance of Letters of Credit for its own account or for the account
of another Borrower, 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 Borrowers to, or
entered into by the Borrowers 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 Representative shall hand deliver or facsimile (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent prior to 9:00 am, Chicago time, at least three Business Days
prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the
issuance of a




AMENDED AND RESTATED CREDIT AGREEMENT - Page 28 









 




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 applicable 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 Borrowers 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 $10,000,000, (ii) the total Revolving Credit
Exposures shall not exceed the amount equal to: (A) the lesser of the total Revolving Commitments
or the Aggregate Borrowing Base minus (B) the Availability Block minus (C) the Pension Reserve, and
(iii) no Lender’s Revolving Credit Exposure shall exceed such Lender’s Revolving Commitment.




          (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.




          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and by the execution of this Agreement with respect
to the Existing Letters of Credit, and without any further action on the part of the Issuing Bank
or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrowers for any
reason. Each Revolving 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 Revolving 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 Borrowers shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 11:00 a.m., Chicago
time, on the date that such LC Disbursement is made, if the Borrowers Representative shall have
received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, if such
notice has not been received by the Borrower Representative prior to such time on such date, then
not later than 11:00 a.m., Chicago time, on the Business Day immediately following the day that the
Borrower Representative receives such notice; provided that, the Borrowers may, subject to
the conditions to borrowing set forth herein, request in accordance with Section 2.03 or
2.05 that such payment be financed with an CBFR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment
shall be discharged and replaced by the resulting CBFR Revolving Borrowing or Swingline Loan. If
the Borrowers fail to make such payment when due, the Administrative Agent shall notify each
Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in
respect thereof and such Lender’s Applicable Percentage thereof.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 29 









 




Promptly following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the
same manner as provided in Section 2.07 with respect to Loans made by such Lender (and
Section 2.07 shall apply, mutatis mutandis, to the payment obligations of
the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the
amounts so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that
Revolving 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
Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of CBFR Revolving Loans or a Swingline Loan as contemplated above) shall
not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC
Disbursement.




          (f) Obligations Absolute. The Borrowers’ joint and several 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 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 Borrowers’ obligations hereunder. Neither the Administrative Agent, the
Revolving Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of any Letter of
Credit 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 Borrowers to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by
applicable law) suffered by any 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 willful 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 applicable
Borrower by telephone (confirmed by facsimile) 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




AMENDED AND RESTATED CREDIT AGREEMENT - Page 30 









 




notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and
the Revolving Lenders with respect to any such LC Disbursement.




          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC
Disbursement, at the rate per annum then applicable to CBFR Revolving Loans; provided that,
if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e)
of this Section, then Section 2.13(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 Revolving 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 Representative, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders
of any such replacement of the Issuing Bank. At the time any such replacement shall become
effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing
Bank pursuant to Section 2.12(b). 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 Representative receives notice from the Administrative Agent or
the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders
with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of
cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving
Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the LC Exposure
as of such date plus 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 any Borrower described in clause (h) or (i) of
Article VII. Such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the Secured Obligations. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such account and the
Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral 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 Borrowers’ 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 Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. If the
Borrowers are required to provide an amount of cash collateral




AMENDED AND RESTATED CREDIT AGREEMENT - Page 31 









 




hereunder as a result of the occurrence of a Default, such amount (to the extent not applied
as aforesaid) shall be returned to the Borrowers within three Business Days after all such Defaults
have been cured or waived.




     SECTION 2.07. 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 1:00 p.m., Chicago time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an
amount equal to such Lender’s Applicable Percentage; provided that, Swingline Loans shall
be made as provided in Section 2.05. The Administrative Agent will make such Loans
available to the Borrower Representative by promptly crediting the amounts so received, in like
funds, to the Funding Account(s); provided that CBFR Revolving Loans made to finance the
reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted by
the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall
be retained by the Administrative Agent.




          (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 Borrowers 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 Borrowers 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 Borrowers to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest
rate applicable to CBFR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.




     SECTION 2.08. 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 Representative
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 Interest Periods therefor, all as provided in
this Section. The Borrower Representative may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. This Section shall not apply to Swingline
Borrowings, Overadvances or Protective Advances, which may not be converted or continued.




          (b) To make an election pursuant to this Section, the Borrower Representative 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 Borrowers 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 facsimile to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower Representative.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 32 









 





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




               (i) the Borrower and 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 CBFR 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 Borrowers 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 Representative 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 CBFR Borrowing. Notwithstanding any contrary
provision hereof, if a Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower Representative, then, so long as a
Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be converted
to an CBFR Borrowing at the end of the Interest Period applicable thereto.




     SECTION 2.09. Termination and Reduction of Revolving Commitments.



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




          (b) The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in
full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters
of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively,
with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash
deposit (or at the discretion of the Administrative Agent a back up standby letter of credit
satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii)
the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all
reimbursable expenses and other Obligations together with accrued and unpaid interest thereon.




          (c) The Borrowers may from time to time reduce the Revolving Commitments; provided that (i)
each reduction of the Revolving 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 Borrowers shall not reduce the Revolving




AMENDED AND RESTATED CREDIT AGREEMENT - Page 33 









 




Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.10, (A) the sum of the Revolving Credit Exposures would exceed the lesser
of the total Revolving Commitments and the Aggregate Borrowing Base or (B) the total Revolving
Commitments would be less than $25,000,000.




          (d) The Borrower Representative shall notify the Administrative Agent of any election to
terminate or reduce the Revolving Commitments under paragraph (b) or (c) 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 Representative pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower Representative 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 Representative (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 Revolving Commitments shall be permanent. Each reduction of the Revolving
Commitments shall be made ratably among the Lenders in accordance with their respective Revolving
Commitments.




     SECTION 2.10. Repayment and Amortization of Loans; Evidence of Debt.



          (a) The Borrowers hereby unconditionally promise 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 the then unpaid amount of each Protective Advance on the
earlier of the Maturity Date and demand by the Administrative Agent, (iii) to the Swingline Lender
the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the
first date after such Swingline Loan is made that is the 15th or last day of a calendar month and
is at least two Business Days after such Swingline Loan is made; provided that on each date
that a Revolving Loan is made, the Borrowers shall repay all Swingline Loans then outstanding, and
(iv) to the Administrative Agent the then unpaid principal amount of each Overadvance on the
earlier of the Maturity Date and the 30th day after such Overadvance is made.




          (b) At all times that full cash dominion is in effect pursuant to Section 7.3 of the
Security Agreement, on each Business Day, the Administrative Agent shall apply all funds credited
to the Collection Account the previous Business Day (whether or not immediately available)
first to prepay any Protective Advances and Overadvances that may be outstanding, pro rata,
and second to prepay the Revolving Loans (including Swing Line Loans) and, to the extent
required by Section 2.06(j), to cash collateralize outstanding LC Exposure.




          (c) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrowers 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.




          (d) 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
Borrowers 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.




          (e) The entries made in the accounts maintained pursuant to paragraph (c) or
(d) 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




AMENDED AND RESTATED CREDIT AGREEMENT - Page 34 









 




any error therein shall not in any manner affect the obligation of the Borrowers to repay the
Loans in accordance with the terms of this Agreement.




          (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by
such promissory note and interest thereon shall at all times (including after assignment pursuant
to Section 9.04) be represented by one or more promissory notes in such form payable to the
order of the payee named therein (or, if such promissory note is a registered note, to such payee
and its registered assigns).




     SECTION 2.11. Prepayment of Loans.



          (a) The Borrowers shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of
this Section.




          (b) Except for Overadvances permitted under Section 2.05, in the event and on such
occasion that the total Revolving Credit Exposure exceeds the amount equal to: (A) the lesser of
the total Revolving Commitments and the Aggregate Borrowing Base minus (B) the Availability Block
minus (C) the Pension Reserve, the Borrowers shall prepay the Revolving Loans, LC Exposure and/or
Swingline Loans in an aggregate amount equal to such excess.




          (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of
any Loan Party in respect of any Prepayment Event, the Borrowers shall, immediately after such Net
Proceeds are received by any Loan Party, prepay the Obligations as set forth in Section
2.11(d) below in an aggregate amount equal to 100% of such Net Proceeds, provided that,
with respect to Net Proceeds received by or on behalf of any Loan Party from an event described in
clause (b) of the definition of the term “Prepayment Event” in an aggregate amount in
excess of $2,000,000 in any fiscal year, if the Borrower Representative shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect that the Loan Parties
intend to apply the Net Proceeds from such event (or a portion thereof specified in such
certificate), within 90 days after receipt of such Net Proceeds, to acquire (or replace or rebuild)
real property, equipment or other tangible assets (excluding inventory) to be used in the business
of the Loan Parties, and certifying that no Default has occurred and is continuing, then if the Net
Proceeds specified in such certificate are to be applied by (i) the Borrowers, then such Net
Proceeds shall be applied by the Administrative Agent to reduce the outstanding principal balance
of the Revolving Loans (without a permanent reduction of the Revolving Commitment) and upon such
application, the Administrative Agent shall establish a Reserve against the Aggregate Borrowing
Base and the Borrowing Base of each applicable Borrower in an amount equal to the amount of such
proceeds so applied and (ii) any Loan Party that is not a Borrower, then such Net Proceeds shall be
deposited in a cash collateral account and in either case, thereafter, such funds shall be made
available to the applicable Loan Party as follows:





               (A) the Borrower Representative shall request a Revolving Loan (specifying that
the request is to use Net Proceeds pursuant to this Section) or the applicable Loan
Party shall request a release from the cash collateral account be made in the amount
needed;




               (B) so long as the conditions set forth in Section 4.02 have been met,
the Revolving Lenders shall make such Revolving Loan or the Administrative Agent
shall release funds from the cash collateral account; and



AMENDED AND RESTATED CREDIT AGREEMENT - Page 35 









 






               (C) in the case of Net Proceeds applied against the Revolving Loan, the Reserve
established with respect to such insurance proceeds shall be reduced by the amount
of such Revolving Loan;


provided that to the extent of any such Net Proceeds therefrom that have not been so
applied by the end of such 90-day period, at which time a prepayment shall be required in an amount
equal to such Net Proceeds that have not been so applied.




          (d) All such amounts pursuant to Section 2.11(c) (as to any insurance or condemnation
proceeds, to the extent they arise from casualties or losses to Equipment, Fixtures and real
property) shall be applied, first to prepay any Protective Advances and Overadvances that
may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swing
Line Loans) without a corresponding reduction in the Revolving Commitment and to cash collateralize
outstanding LC Exposure if and when required by Section 2.06(j). All such amounts pursuant
to Section 2.11(c) (as to any insurance or condemnation proceeds, to the extent they arise
from casualties or losses to cash or Inventory) shall be applied, first to prepay any
Protective Advances and Overadvances that may be outstanding, pro rata, and second to
prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the
Revolving Commitment and to cash collateralize outstanding LC Exposure if and when required by
Section 2.06(j). If the precise amount of insurance or condemnation proceeds allocable to
Inventory as compared to Equipment, Fixtures and real property is not otherwise determined, the
allocation and application of those proceeds shall be determined by the Administrative Agent, in
its sole discretion. All such amounts pursuant to Section 2.11(c) (other than as otherwise
expressly provided by this Section 2.11(d)) shall be applied, first to prepay any
Protective Advances and Overadvances that may be outstanding, pro rata, and second to
prepay the Revolving Loans (including Swing Line Loans) without a corresponding reduction in the
Revolving Commitment and to cash collateralize outstanding LC Exposure if and when required by
Section 2.06(j).




          (e) The Borrower Representative shall notify the Administrative Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any
prepayment hereunder (i) in the case of prepayment of a Eurodollar Revolving Borrowing, not later
than 10:00 a.m., Chicago time, three Business Days before the date of prepayment, or (ii) in the
case of prepayment of an CBFR Revolving Borrowing, not later than 10:00 a.m., Chicago time, one
Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 11:00 a.m., Chicago 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 Revolving Commitments as contemplated by
Section 2.09, then such notice of prepayment may be revoked if such notice of termination
is revoked in accordance with Section 2.09. 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
Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.




     SECTION 2.12. Fees.



          (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the
Available Revolving Commitment of such Lender during the period from and including the Effective
Date to but excluding the date on which the Lenders’ Revolving Commitments terminate. Accrued




AMENDED AND RESTATED CREDIT AGREEMENT - Page 36 









 




commitment fees shall be payable in arrears on the first Business Day of each calendar month
and on the date on which the Revolving 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.




          (b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at 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 Revolving
Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure,
and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% 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 Revolving 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
each calendar month shall be payable on the first Business Day of each calendar month 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 Revolving 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.




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




          (d) 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 and participation fees, to the Lenders. Fees paid
shall not be refundable under any circumstances.




     SECTION 2.13. Interest.



          (a) The Loans comprising each CBFR Borrowing (including each Swingline Loan) shall bear
interest at the CB Floating Rate plus the Applicable Rate.




          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.




          (c) Each Protective Advance and each Overadvance shall bear interest at the CB Floating Rate
plus the Applicable Rate for Revolving Loans plus 2%.




          (d) Notwithstanding the foregoing, during the occurrence and continuance of a Default, the
Administrative Agent or the Required Lenders may, at their option, by notice to the Borrower
Representative (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for
reductions in interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate
otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii)
in the case of any other amount




AMENDED AND RESTATED CREDIT AGREEMENT - Page 37 









 




outstanding hereunder, such amount shall accrue at 2% plus the rate applicable to such fee or
other obligation as provided hereunder.




          (e) Accrued interest on each Loan (for CBFR Loans, accrued through the last day of the prior
calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon
termination of the Revolving Commitments; 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 CBFR 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 and (iii) in the event of any conversion of
any Eurodollar 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.




          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the CB Floating Rate at times when the CB Floating 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. The applicable CB
Floating Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and
such determination shall be conclusive absent manifest error.




     SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:



          (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period; or




          (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the
cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in
such Borrowing for such Interest Period;



then the Administrative Agent shall give notice thereof to the Borrower Representative and the
Lenders by telephone or facsimile as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower Representative 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, and (ii) if any Borrowing Request requests a Eurodollar
Revolving Borrowing, such Borrowing shall be made as an CBFR Borrowing.




     SECTION 2.15. 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 (except
any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank; or



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



AMENDED AND RESTATED CREDIT AGREEMENT - Page 38 









 




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 of maintaining its obligation to make any such 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), then the Borrowers 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.




          (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 or the
Issuing Bank’s capital or on the capital of such Lender’s 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 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 or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrowers 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 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 shall be delivered to the
Borrower Representative and shall be conclusive absent manifest error. The Borrowers 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 Borrowers 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 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower Representative 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 270-day period referred to above shall
be extended to include the period of retroactive effect thereof.




     SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow,
convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.09(c) and
is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by the Borrower
Representative pursuant to Section 2.20, then, in any such event, the Borrowers shall
compensate each Lender for the loss, cost and expense attributable to such event. 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 Adjusted LIBO Rate
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



AMENDED AND RESTATED CREDIT AGREEMENT - Page 39 









 




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 shall
be delivered to the Borrower Representative and shall be conclusive absent manifest error. The
Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.




     SECTION 2.17. Taxes.



          (a) Any and all payments by or on account of any obligation of the Borrowers hereunder shall
be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrowers shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under
this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers
shall make such deductions and (iii) the Borrowers shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.




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




          (c) The Borrowers shall jointly and severally 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 paid by the Administrative Agent, such Lender or the Issuing Bank,
as the case may be, on or with respect to any payment by or on account of any obligation of the
Borrowers hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the Borrower Representative
by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.




          (d) Each Lender and the Issuing Bank shall indemnify the Borrowers and the Administrative
Agent, within 10 days after written demand therefor, against any and all Taxes and any and all
related losses, claims, liabilities, penalties, interest and reasonable expenses (including the
fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent)
incurred by or asserted against the Borrowers or the Administrative Agent by any Governmental
Authority as a result of the failure by such Lender or the Issuing Bank, as the case may be, to
deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required
to be delivered to the Borrowers or the Administrative Agent pursuant to Section 2.17(f).
Each Lender and the Issuing Bank hereby authorizes the Administrative Agent to set off and apply
any and all amounts at any time owing to such Lender or the Issuing Bank, as the case may be, under
this Agreement or any other Loan Document against any amount due to the Administrative Agent under
this Section 2.17(d).




          (e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrowers to a Governmental Authority, the Borrower Representative 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.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 40 









 





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




          (g) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers
or with respect to which the Borrowers have paid additional amounts pursuant to this Section
2.17, it shall pay over such refund to the Borrowers (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrowers under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
of the Administrative Agent or such Lender and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund); provided, that the Borrowers,
upon the request of the Administrative Agent or such Lender, agree to repay the amount paid over to
the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. This Section shall not be
construed to require the Administrative Agent or any Lender to make available its tax returns (or
any other information relating to its taxes which it deems confidential) to the Borrowers or any
other Person.




     SECTION 2.18. Payments Generally; Allocation of Proceeds; Sharing of Set-offs.



          (a) The Borrowers shall make each payment required to be made by them hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time,
on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the Administrative Agent, be deemed
to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South
Dearborn Street, 22nd Floor, Chicago, Illinois, except payments to be made directly to
the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant
to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in dollars.




          (b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting
either (A) a specific payment of principal, interest, fees or other sum payable under the Loan
Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment (which
shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the
Collection Account when full cash dominion is in effect (which shall be applied in accordance with
Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the
Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied
ratably first, to pay any fees, indemnities, or expense reimbursements including amounts
then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in
connection with Banking Services or Swap Obligations), second, to pay any fees or expense
reimbursements then due to the Lenders from the Borrowers (other than in connection




AMENDED AND RESTATED CREDIT AGREEMENT - Page 41 









 




with Banking Services or Swap Obligations), third, to pay interest due in respect of
the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances
and Protective Advances, fifth, to pay interest then due and payable on the Loans (other
than the Overadvances and Protective Advances) ratably, sixth, to prepay principal on the
Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements
ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five
percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the
aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations
if and when required by Section 2.06(j), eighth, to payment of any amounts owing
with respect to Banking Services and Swap Obligations, and ninth, to the payment of any
other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers.
Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the
Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor
any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a)
on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the
event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in
any such event, the Borrowers shall pay the break funding payment required in accordance with
Section 2.16. The Administrative Agent and the Lenders shall have the continuing and
exclusive right to apply and reverse and reapply any and all such proceeds and payments to any
portion of the Secured Obligations.




          (c) At the election of the Administrative Agent, all payments of principal, interest, LC
Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all
reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made
following a request by the Borrower Representative pursuant to Section 2.03 or a deemed
request as provided in this Section or may be deducted from any deposit account of any Borrower
maintained with the Administrative Agent. Each Borrower hereby irrevocably authorizes (i) the
Administrative Agent to make a Borrowing for the purpose of paying each payment of principal,
interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and
agrees that all such amounts charged shall constitute Loans (including Swingline Loans and
Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse
costs, fees and expenses as described in Section 9.03) and that all such Borrowings shall
be deemed to have been requested pursuant to Sections 2.03, 2.04 or 2.05,
as applicable and (ii) the Administrative Agent to charge any deposit account of any Borrower
maintained with the Administrative Agent for each payment of principal, interest and fees as it
becomes due hereunder or any other amount due under the Loan Documents.




          (d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its 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 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 Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrowers 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 to the Borrowers or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower




AMENDED AND RESTATED CREDIT AGREEMENT - Page 42 









 




consents to the foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against such Borrower rights of set-off and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of such
participation.




          (e) Unless the Administrative Agent shall have received notice from the Borrower
Representative 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 Borrowers will not make such payment,
the Administrative Agent may assume that the Borrowers have 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 Borrowers have 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 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
greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation.




          (f) If any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c),
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 hereunder until all such unsatisfied obligations are
fully paid.




     SECTION 2.19. [Intentionally Omitted].



     SECTION 2.20. Mitigation Obligations; Replacement of Lenders. If any Lender requests
compensation under Section 2.15, or if the Borrowers are required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to
Section 2.17, then:



          (a) such Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another
of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17, as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrowers hereby agree 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 2.15, or if the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the account
of any Lender) pursuant to Section 2.17, or if any Lender becomes a Defaulting Lender, then
the Borrowers may, at their 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 to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the
Borrowers shall have received the prior written consent of the Administrative Agent (and if a
Revolving Commitment is being assigned, the Issuing Bank), 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 and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case
of all other amounts) and (iii) in the case of any such assignment resulting from a claim for




AMENDED AND RESTATED CREDIT AGREEMENT - Page 43 









 




compensation under Section 2.15 or payments required to be made pursuant to
Section 2.17, 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 Borrowers to
require such assignment and delegation cease to apply.




     SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply
for so long as such Lender is a Defaulting Lender.



          (a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such
Defaulting Lender pursuant to Section 2.12(a);




          (b) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken or may take any
action hereunder (including any consent to any amendment or waiver pursuant to Section
9.02), provided that any waiver, amendment or modification requiring the consent of all Lenders
or each affected Lender which affects such Defaulting Lender differently than other affected
Lenders shall require the consent of such Defaulting Lender;




          (c) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting
Lender then:




               (i) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the
non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the
extent (x) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting
Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting
Lenders’ Revolving Commitments and (y) the conditions set forth in Section 4.02 are
satisfied at such time; and



               (ii) if the reallocation described in clause (i) above cannot, or can only partially, be
effected, the Borrowers shall within one Business Day following notice by the Administrative Agent
(x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting
Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 2.06(j) for so long as such LC
Exposure is outstanding;



               (iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure
pursuant to Section 2.21(c), the Borrowers shall not be required to pay any fees to such
Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC
Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;



               (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to Section
2.21(c), then the fees payable to the Lenders pursuant to Section 2.12(a) and
Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; or



               (v) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated
pursuant to Section 2.21(c), then, without prejudice to any rights or remedies of the
Issuing Bank or any Lender hereunder, all facility fees that otherwise would have been payable to
such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment
that was utilized by such LC Exposure) and letter of credit fees payable under Section
2.12(b) with respect to such



AMENDED AND RESTATED CREDIT AGREEMENT - Page 44 









 




Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is
cash collateralized and/or reallocated;




          (d) so long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required
to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the
Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers
in accordance with Section 2.21(c), and participating interests in any such newly issued or
increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.21(c)(i) (and Defaulting Lenders shall not
participate therein); and




          (e) any amount payable to such Defaulting Lender hereunder (whether on account of principal,
interest, fees or otherwise and including any amount that would otherwise be payable to such
Defaulting Lender pursuant to Section 2.18(d) but excluding Section 2.20(b)) shall,
in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in
a segregated account and, subject to any applicable requirements of law, be applied at such time or
times as may be determined by the Administrative Agent (i) first, to the payment of any amounts
owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to
the payment of any amounts owing by such Defaulting Lender to the Issuing Bank or Swingline Lender
hereunder, (iii) third, if so determined by the Administrative Agent or requested by an Issuing
Bank or Swingline Lender, to be held in such account as cash collateral for future funding
obligations of the Defaulting Lender of any participating interest in any Swingline Loan or Letter
of Credit, (iv) fourth, to the funding of any Loan in respect of which such Defaulting Lender has
failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent, (v) fifth, if so determined by the Administrative Agent and the Borrower
Representative, held in such account as cash collateral for future funding obligations of the
Defaulting Lender of any Loans under this Agreement, (vi) sixth, to the payment of any amounts
owing to the Lenders or an Issuing Bank or Swingline Lender as a result of any judgment of a court
of competent jurisdiction obtained by any Lender or such Issuing Bank or Swingline Lender against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement, (vii) seventh, to the payment of any amounts owing to the Borrowers as a result of any
judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, and
(viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any
Loans or reimbursement obligations in respect of LC Disbursements for which a Defaulting Lender has
funded its participation obligations and (y) made at a time when the conditions set forth in
Section 4.02 are satisfied, such payment shall be applied solely to prepay the Loans of,
and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied
to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.




          (f) In the event that the Administrative Agent, the Borrowers, the Issuing Bank and the
Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that
caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the
Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on
such date such Lender shall purchase at par such of the Loans of the other Lenders (other than
Swingline Loans) as the Administrative shall determine may be necessary in order for such Lender to
hold such Loans in accordance with its Applicable Percentage.




     SECTION 2.22. Returned Payments. If after receipt of any payment which is applied to
the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for
any reason compelled to surrender such payment or proceeds to any Person because such payment or
application of



AMENDED AND RESTATED CREDIT AGREEMENT - Page 45 









 




proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as
a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then
the Obligations or part thereof intended to be satisfied shall be revived and continued and this
Agreement shall continue in full force as if such payment or proceeds had not been received by the
Administrative Agent or such Lender. The provisions of this Section 2.22 shall be and
remain effective notwithstanding any contrary action which may have been taken by the
Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The
provisions of this Section 2.22 shall survive the termination of this Agreement.




ARTICLE III.




Representations and Warranties




     Each Loan Party represents and warrants to the Lenders that:



     SECTION 3.01. Organization; Powers. Each of the Loan Parties and each of its
Subsidiaries is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business as
now conducted and is qualified to do business in, and is in good standing in, every jurisdiction
where such qualification is required.



     SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan
Party’s organizational powers and have been duly authorized by all necessary organizational actions
and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a
party have been duly executed and delivered by such Loan Party and constitute a legal, valid and
binding obligation of such Loan Party, 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, or registration with, or any other action by, any Governmental
Authority except such as have been obtained or made and are in full force and effect, (b) do not
require any filing with any Governmental Authority except filings necessary to perfect Liens
created pursuant to the Loan Documents and routine filings after the Effective Date with the
Securities and Exchange Commission, (c) will not violate any Requirement of Law applicable to any
Loan Party or any of its Subsidiaries, (d) will not violate or result in a default under any
indenture or other material agreement or instrument binding upon any Loan Party or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by
any Loan Party or any of its Subsidiaries, and (e) will not result in the creation or imposition of
any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created pursuant
to the Loan Documents.



     SECTION 3.04. Financial Condition; No Material Adverse Change.



          (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and
statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended
December 31, 2007, reported on by independent public accountants, and (ii) as of and for the fiscal
year ended December 31, 2008, certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of operations and cash
flows of the Company and its consolidated 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.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 46 









 





          (b) No event, change or condition has occurred that has had, or could reasonably be expected
to have, a Material Adverse Effect, since December 31, 2007.




     SECTION 3.05. Properties.



          (a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each
parcel of real property that is owned or leased by each Loan Party. Each of such leases and
subleases is valid and enforceable in accordance with its terms and is in full force and effect,
against each Loan Party thereto and to the knowledge of such Loan Party against each other party
thereto, and no default by any Loan Party or to the knowledge of any Loan Party by any other party
to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good and
indefeasible title to, or valid leasehold interests in, all its real and personal property, free of
all Liens other than those permitted by Section 6.02.




          (b) Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property necessary to its business as
currently conducted, a correct and complete list of which, as of the date of this Agreement, is set
forth on Schedule 3.05, and the use thereof by the Loan Parties and its Subsidiaries does
not infringe in any material respect upon the rights of any other Person, and the Loan Parties’
rights thereto are not subject to any licensing agreement or similar arrangement.




     SECTION 3.06. Litigation and Environmental Matters.



          (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting
the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of
an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.




          (b) Except for the Disclosed Matters (i) no Loan Party nor any of its Subsidiaries has
received notice of any claim with respect to any Environmental Liability or knows of any basis for
any Environmental Liability and (ii) and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no Loan Party nor any of its Subsidiaries (1) 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 or (2) has become subject to any Environmental Liability.




          (c) Since the date of this Agreement, 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.




     SECTION 3.07. Compliance with Laws and Agreements. Each Loan Party and its
Subsidiaries is in compliance with all Requirements of Law 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. Investment Company Status. No Loan Party nor any of its Subsidiaries is
an “investment company” as defined in, or subject to regulation under, the Investment Company Act
of 1940.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 47 









 





     SECTION 3.09. Taxes. Each Loan Party and its Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except Taxes that are being contested in good
faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable,
has set aside on its books adequate reserves or other Taxes in an aggregate amount not to exceed
$200,000 at any time. No tax liens have been filed and no claims are being asserted with respect
to any such taxes.



     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 for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect. The
present value of all accumulated benefit obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the
most recent financial statements reflecting such amounts, exceed the fair market value of the
assets of such Plan.



     SECTION 3.11. Disclosure. Each Borrower has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all
other matters known to it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial statements, certificates or
other information furnished by or on behalf of the any Loan Party to the Administrative Agent or
any Lender in connection with the negotiation of this Agreement or any other Loan Document (as
modified or supplemented by other information so furnished) contains any material misstatement of
fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that, with respect
to projected financial information, the Borrowers represent only that such information was prepared
in good faith based upon assumptions believed to be reasonable at the time delivered and, if such
projected financial information was delivered prior to the Effective Date, as of the Effective
Date.



     SECTION 3.12. Material Agreements. All material agreements and contracts to which any
of the Company, The Providence Journal Company, Press-Enterprise Company or The Dallas Morning
News, Inc. is a party or is bound as of the date of this Agreement are listed on Schedule
3.12. No Loan Party is in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in (i) any material agreement to which it is a party
or (ii) any agreement or instrument evidencing or governing Indebtedness.



     SECTION 3.13. Solvency.



          (a) The fair value of the assets of each Loan Party, at a fair valuation, exceeds its debts
and liabilities, subordinated, contingent or otherwise. The present fair saleable value of the
property of each Loan Party is greater than the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts
and other liabilities become absolute and matured. Each Loan Party is able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured. Each Loan Party does not have unreasonably small capital with which to conduct the
business in which it is engaged as such business is now conducted and is proposed to be conducted
after the Effective Date.




          (b) No Loan Party intends to, or will permit any of its Subsidiaries to, and no Loan Party
believes that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts
as they mature, taking into account the timing of and amounts of cash to be received by it or any
such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its
Indebtedness or the Indebtedness of any such Subsidiary.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 48 









 





     SECTION 3.14. Insurance. Schedule 3.14 sets forth a description of all
insurance maintained by or on behalf of the Loan Parties and the Subsidiaries as of the Effective
Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The
Borrowers believe that the insurance maintained by or on behalf of the Company and its Subsidiaries
is adequate.



     SECTION 3.15. Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a
correct and complete list of the name and relationship to the Company of each and all of the
Company’s Subsidiaries, (b) a true and complete listing of each class of each of the Borrowers’
authorized and issued Equity Interests, of which all of such issued shares are validly issued,
outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons
identified on Schedule 3.15, and (c) the type of entity of the Company and each of its
Subsidiaries. All of the issued and outstanding Equity Interests owned by any Loan Party has been
(to the extent such concepts are relevant with respect to such ownership interests) duly authorized
and issued and is fully paid and non-assessable.



     SECTION 3.16. Security Interest in Collateral. The provisions of this Agreement and
the other Loan Documents create legal and valid Liens on all the Collateral in favor of the
Administrative Agent, for the benefit of the Administrative Agent and the Lenders, and such Liens
constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations,
enforceable against the applicable Loan Party and all third parties, and having priority over all
other Liens on the Collateral except in the case of (a) Permitted Encumbrances, to the extent any
such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent
pursuant to any applicable law or agreement and (b) Liens perfected only by possession (including
possession of any certificate of title) to the extent the Administrative Agent has not obtained or
does not maintain possession of such Collateral. Nothing in any Loan Document constitutes a release
of the Collateral Requirement.



     SECTION 3.17. Employment Matters. As of the Effective Date, there are no strikes,
lockouts or slowdowns against any Loan Party or any Subsidiary pending or, to the knowledge of the
Borrowers, threatened. The hours worked by and payments made to employees of the Loan Parties and
the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters. All payments due from any Loan
Party or any Subsidiary, or for which any claim may be made against any Loan Party or any
Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have
been paid or accrued as a liability on the books of the Loan Party or such Subsidiary.



     SECTION 3.18. Common Enterprise. The successful operation and condition of each of
the Loan Parties is dependent on the continued successful performance of the functions of the group
of the Loan Parties as a whole and the successful operation of each of the Loan Parties is
dependent on the successful performance and operation of each other Loan Party. Each Loan Party
expects to derive benefit (and its board of directors or other governing body has determined that
it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the
Borrowers hereunder, both in their separate capacities and as members of the group of companies.
Each Loan Party has determined that execution, delivery, and performance of this Agreement and any
other Loan Documents to be executed by such Loan Party is within its purpose, will be of direct and
indirect benefit to such Loan Party, and is in its best interest.



     SECTION 3.19. Inactive Subsidiaries. As of the Effective Date, no Subsidiary
identified as an “Inactive Subsidiary” on Schedule 3.15 (a) conducts or otherwise engages in
business, (b) maintains any commodity, deposit, investment or securities account, or (c) owns any
assets.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 49 









 





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) Credit Agreement and Loan Documents. The Administrative Agent (or its counsel)
shall have received (i) a counterpart of this Agreement signed on behalf of each Loan Party and the
Required Lenders and (ii) duly executed copies of the other Loan Documents and such other
certificates, documents, instruments and agreements as the Administrative Agent shall reasonably
request in connection with the transactions contemplated by this Agreement and the other Loan
Documents, including any promissory notes requested by a Lender pursuant to Section 2.10
payable to the order of each such requesting Lender and a written opinion of the Loan Parties’
counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders, as to such
matters as Administrative Agent may reasonably request and otherwise in form and substance
reasonably satisfactory to Administrative Agent.




          (b) Financial Statements and Projections. The Lenders shall have received (i) audited
consolidated financial statements of the Company for 2006 and 2007 fiscal years, (ii) unaudited
interim consolidated financial statements of the Company for the fiscal year ended December 31,
2008, and such financial statements shall not, in the reasonable judgment of the Administrative
Agent, reflect any material adverse change in the consolidated financial condition of the Company
and (iii) satisfactory projections through 2009.




          (c) Closing Certificates; Certified Certificate of Incorporation; Good Standing
Certificates. The Administrative Agent shall have received (i) a certificate of each Loan
Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall
(A) certify the resolutions of its Board of Directors, members or other body authorizing the
execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by
name and title and bear the signatures of the Financial Officers and any other officers of such
Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain
appropriate attachments, including the certificate or articles of incorporation or organization of
each Loan Party and a true and correct copy of its by-laws or operating, management or partnership
agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction
of organization.




          (d) No Default Certificate. The Administrative Agent shall have received a
certificate, signed by the chief financial officer of each Borrower and each other Loan Party, on
the initial Borrowing date (i) stating that no Default has occurred and is continuing, (ii) stating
that the representations and warranties contained in Article III are true and correct as of
such date, and (iii) certifying any other factual matters as may be reasonably requested by the
Administrative Agent.




          (e) Fees. The Lenders and the Administrative Agent shall have received all fees
required to be paid, and all expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts
will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding
instructions given by the Borrower Representative to the Administrative Agent on or before the
Effective Date.




          (f) Lien Searches. The Administrative Agent shall have received the results of a
recent lien search in each of the jurisdictions where assets of the Loan Parties are located, and
such search shall reveal no liens on any of the assets of the Loan Parties except for liens
permitted by Section 6.02 or




AMENDED AND RESTATED CREDIT AGREEMENT - Page 50 









 




discharged on or prior to the Effective Date pursuant to a pay-off letter or other
documentation satisfactory to the Administrative Agent.




          (g) Funding Accounts. The Administrative Agent shall have received a notice setting
forth the deposit account(s) of the Borrowers (the “Funding Accounts”) to which the Lender
is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized
pursuant to this Agreement.




          (h) Customer List. The Administrative Agent shall have received a true and complete
Customer List.




          (i) Collateral Access and Control Agreements. The Administrative Agent shall have
received each (i) Collateral Access Agreement required to be provided pursuant to Section
4.13 of the Security Agreement and (ii) Deposit Account Control Agreement required to be
provided pursuant to Section 4.14 of the Security Agreement.




          (j) Solvency. The Administrative Agent shall have received a solvency certificate
from a Financial Officer of each Borrower.




          (k) Borrowing Base Certificate. The Administrative Agent shall have received an
Aggregate Borrowing Base Certificate which calculates the Aggregate Borrowing Base as of the end of
the Business Day immediately preceding the Effective Date. The Administrative Agent shall have
also received a Borrowing Base Certificate from or with respect to each Borrower as of the end of
the Business Day immediately preceding the Effective Date.




          (l) Closing Availability. After giving effect to all Borrowings to be made on the
Effective Date and the issuance of any Letters of Credit on the Effective Date and payment of all
fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness, liabilities, and
obligations current, the Borrowers’ Aggregate Availability shall not be less than $15,000,000.




          (m) Pledged Stock; Stock Powers; Pledged Notes. The Administrative Agent shall have
received (i) the certificates representing the shares of Capital Stock pledged pursuant to the
Security Agreement, together with an undated stock power for each such certificate executed in
blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any)
pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse)
in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.




          (n) Filings, Registrations and Recordings. Each document (including any Uniform
Commercial Code financing statement) required by the Collateral Documents or under law or
reasonably requested by the Administrative Agent to be filed, registered or recorded in order to
create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on
the Collateral described therein, prior and superior in right to any other Person (other than with
respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing,
registration or recordation.




          (o) Insurance. The Administrative Agent shall have received evidence of insurance
coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and
otherwise in compliance with the terms of Section 5.09 and Section 4.12 of the
Security Agreement.




          (p) Upfront Fees. The Administrative Agent shall have received upfront fees in an
aggregate amount of $250,000 for the account of each Lender who delivers an executed signature page
to this Agreement on or before the Effective Date.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 51 









 





          (q) Other Documents. The Administrative Agent shall have received such other
documents as the Administrative Agent, the Issuing Bank, any Lender or their respective counsel may
have reasonably requested.



The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such
notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section
9.02) at or prior to 2:00 p.m., Chicago time, on February 28, 2009 (and, in the event such
conditions are not so satisfied or waived, the Revolving Commitments shall terminate at such time).




     SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, 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) The representations and warranties of the Borrowers 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.




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




          (c) After giving effect to any Borrowing or the issuance of any Letter of Credit, (i) no
Lender’s Revolving Credit Exposure shall exceed such Lender’s Revolving Commitment, and (ii) the
total Revolving Credit Exposures shall not exceed the amount equal to: (A) the lesser of the total
Revolving Commitments and the Aggregate Borrowing Base minus (B) the Availability Block minus (C)
the Pension Reserve.



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 Borrowers on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section.



Notwithstanding the failure to satisfy the conditions precedent set forth in paragraphs (a)
or (b) of this Section, unless otherwise directed by the Required Lenders, the
Administrative Agent may, but shall have no obligation to, continue to make Loans and an Issuing
Bank may, but shall have no obligation to, issue or cause to be issued any Letter of Credit for the
ratable account and risk of Lenders from time to time if the Administrative Agent believes that
making such Loans or issuing or causing to be issued any such Letter of Credit is in the best
interests of the Lenders.




ARTICLE V.




Affirmative Covenants




     Until the Revolving Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters
of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed,
each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of
the Loan Parties, with the Lenders that:



     SECTION 5.01. Financial Statements; Borrowing Base and Other Information. The
Borrowers will furnish to the Administrative Agent and each Lender:



AMENDED AND RESTATED CREDIT AGREEMENT - Page 52 









 





          (a) within 90 days after the end of each fiscal year of the Company, its audited consolidated
balance sheet and related statements of operations, stockholders’ equity and cash flows as of the
end of and for such year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by independent public accountants acceptable to the
Administrative Agent (without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition and results of
operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, accompanied by any management letter prepared by said accountants;




          (b) within 45 days after the end of each of the first three fiscal quarters of the Company,
its consolidated balance sheet and related statements of operations, stockholders’ equity and cash
flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified
by one of the Financial Officers of the Borrower Representative as presenting fairly in all
material respects the financial condition and results of operations of the Company and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes;




          (c) within 30 days after the end of each fiscal month of the Company, its consolidated and
consolidating balance sheet and related statements of operations, stockholders’ equity and cash
flows as of the end of and for such fiscal month and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous 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 Company and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;




          (d) concurrently with any delivery of financial statements under clause (a) or
(b) or (c) above, a certificate of a Financial Officer of the Borrower
Representative in substantially the form of Exhibit C (i) certifying as to the financial
statements delivered under clause (b) or (c), as presenting fairly in all material
respects the financial condition and results of operations of the Company and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes, (ii) 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, (iii) setting forth reasonably detailed
calculations demonstrating compliance with Section 6.13 and (iv) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited financial
statements referred to in Section 3.04 and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such certificate;




          (e) 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 they
obtained knowledge during the course of their examination of such financial statements of any
Default in respect of any financial covenant set forth in Section 6.12 or Section
6.13 (which certificate may be limited to the extent required by accounting rules or
guidelines);




          (f) as soon as available, but in any event not more than 30 days after the end of each fiscal
year of the Company, a copy of the plan and forecast (including a projected consolidated balance




AMENDED AND RESTATED CREDIT AGREEMENT - Page 53 









 




sheet, income statement and funds flow statement) of the Company for each fiscal quarter of
the upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the
Administrative Agent;




          (g) at such times as may be necessary to re-determine availability of Advances hereunder or as
may be requested by the Administrative Agent as of the most recent weekly period then ended and, in
any event, as soon as available but no later than 20 days of the end of each calendar month, an
Aggregate Borrowing Base Certificate, together with a Borrowing Base Certificate from or with
respect to each Borrower and supporting information in connection therewith, together with any
additional reports with respect to the Aggregate Borrowing Base or any Borrowing Base as the
Administrative Agent may reasonably request;




          (h) as soon as available but in any event within 20 days of the end of each calendar month and
at such other times as may be requested by the Administrative Agent, as of the period then ended,
all delivered electronically in a text formatted file acceptable to the Administrative Agent:




               (i) a detailed aging of the Borrowers’ Accounts (1) including all invoices aged by invoice
date and due date (with an explanation of the terms offered) and (2) reconciled to the Aggregate
Borrowing Base Certificate and each Borrowing Base Certificate delivered as of such date prepared
in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying
the name, address, and balance due for each Account Debtor;



               (ii) a schedule detailing the Borrowers’ Inventory, in form satisfactory to the Administrative
Agent, (1) by location (showing Inventory in transit, any Inventory located with a third party
under any consignment, bailee arrangement, or warehouse agreement), by class (raw material,
work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall
be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted
for Reserves as the Administrative Agent has previously indicated to the Borrower Representative
are deemed by the Administrative Agent to be appropriate, (2) including a report of any variances
or other results of Inventory counts performed by the Borrowers since the last Inventory schedule
(including information regarding sales or other reductions, additions, returns, credits issued by
Borrowers and complaints and claims made against the Borrowers), and (3) reconciled to the
Aggregate Borrowing Base Certificate and each Borrowing Base Certificate delivered as of such date;



               (iii) a worksheet of calculations prepared by the Borrowers to determine Eligible Accounts and
Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible
Accounts and Eligible Inventory and the reason for such exclusion;



               (iv) a reconciliation of the Borrowers’ Accounts and Inventory between the amounts shown in
the Borrowers’ general ledger and financial statements and the reports delivered pursuant to
clauses (i) and (ii) above (provided that such reconciliation shall be prepared as
of the last Business Day of the calendar month most recently ended); and



               (v) a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance
under this Agreement;



          (i) as soon as available but in any event within 20 days of the end of each calendar month and
at such other times as may be requested by the Administrative Agent, as of the month then ended, a
schedule and aging of the Borrowers’ accounts payable, delivered electronically in a text formatted
file acceptable to the Administrative Agent;




          (j) promptly upon the Administrative Agent’s request:




AMENDED AND RESTATED CREDIT AGREEMENT - Page 54 









 





               (i) copies of invoices in connection with the invoices issued by the Borrowers in connection
with any Accounts, credit memos, shipping and delivery documents, and other information related
thereto;



               (ii) copies of purchase orders, invoices, and shipping and delivery documents in connection
with any Inventory or Equipment purchased by any Loan Party; and



               (iii) a schedule detailing the balance of all intercompany accounts of the Loan Parties;



          (k) as soon as available but in any event within 3 days of the end of each calendar week and
at such other times as may be requested by the Administrative Agent, as of the period then ended,
the Borrowers’ sales and collection report (including a schedule of all earned but unbilled
Accounts), cash receipts journal (identifying trade and non-trade cash receipts) and debit
memo/credit memo journal;




          (l) as soon as possible and in any event within 15 days of filing thereof, copies of all tax
returns filed by any Loan Party with the U.S. Internal Revenue Service;




          (m) within 20 days of each March 31 and September 30 and at such other times as may be
requested by the Administrative Agent, an updated customer list for each Borrower and its
Subsidiaries, which list shall state the customer’s name, mailing address and phone number and
shall be certified as true and correct by a Financial Officer of the Borrower Representative;




          (n) as soon as possible and in any event within 30 days after the end of each calendar month,
a detailed listing of all intercompany loans made by the Borrowers during such calendar month;




          (o) within 15 days of the first Business Day of each March and September, a certificate of
good standing for each Loan Party from the appropriate governmental officer in its jurisdiction of
incorporation, formation, or organization;




          (p) electronic notice of all periodic and other reports, proxy statements and other materials
filed by any Borrower or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said Commission, or with any
national securities exchange, or distributed by any Borrower to its shareholders generally, as the
case may be, promptly upon the filing of such reports, statements and other materials; and




          (q) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of any 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 Borrowers will furnish to the
Administrative Agent and each Lender prompt written notice of the following:



          (a) the occurrence of any Default;




          (b) receipt of any notice of any governmental investigation or any litigation or proceeding
commenced or threatened against any Loan Party that (i) seeks damages in excess of $200,000, (ii)
seeks injunctive relief, (iii) is asserted or instituted against any Plan, its fiduciaries or its
assets, (iv) alleges criminal misconduct by any Loan Party, (v) alleges the violation of any law
regarding, or seeks remedies in connection with, any Environmental Laws, (vi) contests any tax,
fee, assessment, or other governmental charge in excess of $200,000, or (vii) involves any product
recall;




AMENDED AND RESTATED CREDIT AGREEMENT - Page 55 









 





          (c) any Lien (other than Permitted Encumbrances) or claim made or asserted against any of the
Collateral;




          (d) any loss, damage, or destruction to the Collateral in the amount of $200,000 or more,
whether or not covered by insurance;




          (e) any and all default notices received under or with respect to any leased location or
public warehouse where Collateral is located (which shall be delivered within two Business Days
after receipt thereof);




          (f) the fact that a Loan Party has entered into a Swap Agreement or an amendment to a Swap
Agreement, together with copies of all agreements evidencing such Swap Agreement or amendments
thereto (which shall be delivered within two Business Days);




          (g) 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 Borrowers and their
Subsidiaries in an aggregate amount exceeding $200,000; and




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



Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer
or other executive officer of the Borrower Representative 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. Each Loan Party will, and will cause
each Subsidiary to, (a) 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, qualifications, licenses, permits,
franchises, governmental authorizations, intellectual property rights, licenses and permits
material to the conduct of its business, and maintain all requisite authority to conduct its
business in each jurisdiction in which its business is conducted; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03 and (b) carry on and conduct its business in substantially the same manner and
in substantially the same fields of enterprise as it is presently conducted including reasonably
related internet businesses.



     SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each
Subsidiary to, pay or discharge all Material Indebtedness and all other material liabilities and
obligations, including Taxes, 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, and
(b) such Loan Party or such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP.



     SECTION 5.05. Maintenance of Properties. Each Loan Party will, and will cause each
Subsidiary to, keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted.



     SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party will, and will
cause each Subsidiary to, (i) 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 and (ii) permit any representatives designated by the Administrative Agent or any Lender
(including employees of the Administrative Agent, any Lender or any consultants, accountants,
lawyers and appraisers retained by the Administrative Agent), upon reasonable prior notice, to
visit and inspect its properties, to examine and



AMENDED AND RESTATED CREDIT AGREEMENT - Page 56 









 




make extracts from its books and records, including environmental assessment reports and Phase
I or Phase II studies, and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably requested. After
the occurrence and during the continuance of any Event of Default, each Loan Party shall provide
the Administrative Agent and each Lender with access to its suppliers. The Loan Parties
acknowledge that the Administrative Agent, after exercising its rights of inspection, may prepare
and distribute to the Lenders certain Reports pertaining to the Loan Parties’ assets for internal
use by the Administrative Agent and the Lenders. Notwithstanding the foregoing, if no Event of
Default has occurred and is continuing, the Loan Parties will not be required to pay for more than
four field examinations during any calendar year.




     SECTION 5.07. Compliance with Laws. Each Loan Party will, and will cause each
Subsidiary to, comply with all Requirements of Law applicable to 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.



     SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only for
working capital purposes in the ordinary course of business. No part of the proceeds of any Loan
and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations T, U and X.



     SECTION 5.09. Insurance. Each Loan Party will, and will cause each Subsidiary to,
maintain with financially sound and reputable carriers having a financial strength rating of at
least A+ by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and
against such risks (including loss or damage by fire and loss in transit; theft, burglary,
pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general
liability) and such other hazards, as is customarily maintained by companies of established repute
engaged in the same or similar businesses operating in the same or similar locations and (b) all
insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the
Lenders, upon request of the Administrative Agent, information in reasonable detail as to the
insurance so maintained.



     SECTION 5.10. Casualty and Condemnation. The Borrowers (a) will furnish to the
Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage
to any material portion of the Collateral or the commencement of any action or proceeding for the
taking of any material portion of the Collateral or interest therein under power of eminent domain
or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such
event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected
and applied in accordance with the applicable provisions of this Agreement and the Collateral
Documents



     SECTION 5.11. Appraisals. At any time that the Administrative Agent requests, the
Borrowers and the Subsidiaries will provide the Administrative Agent with appraisals or updates
thereof of their Inventory, Equipment and real property from an appraiser selected and engaged by
the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent, such
appraisals and updates to include, without limitation, information required by applicable law and
regulations; provided, however, that if no Event of Default has occurred and is continuing, up to
four such appraisals per calendar year shall be at the sole expense of the Loan Parties.



     SECTION 5.12. Additional Collateral; Further Assurances.



          (a) Subject to applicable law, each Borrower and each Subsidiary that is a Loan Party shall
cause each of its domestic Subsidiaries (other than an Excluded Subsidiary) formed or acquired
after the date of this Agreement in accordance with the terms of this Agreement to become a Loan
Party by executing the Joinder Agreement set forth as Exhibit D hereto (the “Joinder
Agreement”).




AMENDED AND RESTATED CREDIT AGREEMENT - Page 57 









 




Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan
Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations
in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent,
for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party
which constitutes Collateral, including, at the Administrative Agent’s discretion, any parcel of
real property located in the U.S. owned by any Loan Party.




          (b) Each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued
and outstanding Equity Interests of each of its domestic Subsidiaries (other than an Excluded
Subsidiary) and (ii) 65% (or such greater percentage that, due to a change in applicable law after
the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such
foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed
dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause
any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to
vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and
outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2) in each foreign Subsidiary (other than an Excluded Subsidiary) directly owned by the
Borrower or any domestic Subsidiary (other than an Excluded Subsidiary) to be subject at all times
to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and
conditions of the Loan Documents or other security documents as the Administrative Agent shall
reasonably request.




          (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary
(other than an Excluded Subsidiary) to, execute and deliver, or cause to be executed and delivered,
to the Administrative Agent such documents, agreements and instruments, and will take or cause to
be taken such further actions (including the filing and recording of financing statements, fixture
filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the
type required by Section 4.01, as applicable), which may be required by law or which the
Administrative Agent may, from time to time, reasonably request to carry out the terms and
conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of
the Liens created or intended to be created by the Collateral Documents, all at the expense of the
Loan Parties. Notwithstanding the foregoing, at any time after an Event of Default has occurred,
each Loan Party will, upon the request of the Administrative Agent, cause each Foreign Subsidiary
(other than an Excluded Subsidiary) to become a Loan Party and a Loan Guarantor and to grant Liens
to the Administrative Agent on its assets and have the balance of its stock pledged to the
Administrative Agent.




          (d) If any material assets (including, at the Administrative Agent’s discretion, any real
property or improvements thereto or any interest therein) are acquired by any Borrower or any
Subsidiary that is a Loan Party after the Effective Date (other than assets constituting Collateral
under the Security Agreement that become subject to the Lien in favor of the Security Agreement
upon acquisition thereof), the Borrower Representative will notify the Administrative Agent and the
Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, the
Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and
will take, and cause the Loan Parties to take, such actions as shall be necessary or reasonably
requested by the Administrative Agent to grant and perfect such Liens, including actions described
in paragraph (c) of this Section, all at the expense of the Loan Parties.




     SECTION 5.13. Post Closing Deliverables.



          (a) On or before March 31, 2009, or such later date as determined by the Administrative Agent
provided that such date is not later than May 29, 2009, the Loan Parties shall deliver, with
respect to the real property constituting the North Plant and the South Plant (as defined on




AMENDED AND RESTATED CREDIT AGREEMENT - Page 58 









 




Schedule 5.13 hereto), each of the following, in form and substance reasonably
satisfactory to the Administrative Agent:




               (i) a Mortgage on such property;



               (ii) evidence that a counterpart of the Mortgage has been recorded in the place necessary, in
the Administrative Agent’s judgment, to create a valid and enforceable first priority Lien in favor
of the Administrative Agent for the benefit of itself and the Lenders;



               (iii) ALTA or other mortgagee’s title policy;



               (iv) an ALTA survey prepared and certified to the Administrative Agent by a surveyor
acceptable to the Administrative Agent; and



               (v) such other information, documentation, and certifications in respect of such Mortgage or
such property as may be reasonably required by the Administrative Agent.



          (b) On or before March 31, 2009, the Loan Parties shall deliver to the Administrative Agent, a
Mortgage, in form and substance reasonably satisfactory to the Administrative Agent, for each
parcel of real property identified on Schedule 5.13 hereto other than the North Plant and
the South Plant and evidence that a counterpart of each such Mortgage has been recorded in the
place necessary, in the Administrative Agent’s judgment, to create a valid and enforceable first
priority Lien in favor of the Administrative Agent for the benefit of itself and the Lenders.
Furthermore, the Loan Parties shall deliver such other information, documentation, and
certifications in respect of such Mortgage or such property as may be reasonably required by the
Administrative Agent.




ARTICLE VI.




Negative Covenants




     Until the Revolving Commitments have expired or terminated and the principal of and interest
on each Loan and all fees, expenses and other amounts payable under any Loan Document have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, the Loan Parties covenant and agree, jointly and severally, with the Lenders
that:



     SECTION 6.01. Indebtedness. No Loan Party will, nor will it permit any Subsidiary to,
create, incur or suffer to exist any Indebtedness, except:



          (a) the Secured Obligations;




          (b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and
extensions, renewals and replacements of any such Indebtedness in accordance with clause
(f) hereof;




          (c) Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or
any other Subsidiary, provided that (i) Indebtedness of any Subsidiary that is not a Loan
Party to any Borrower or any Subsidiary that is a Loan Party shall be subject to
Section 6.04 and (ii) Indebtedness of any Borrower or Subsidiary that is a Loan Party to
any Subsidiary that is not a Loan Party shall be subordinated to the Secured Obligations on terms
reasonably satisfactory to the Administrative Agent;




          (d) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of
Indebtedness of any Borrower or any other Subsidiary, provided that (i) the Indebtedness so




AMENDED AND RESTATED CREDIT AGREEMENT - Page 59 









 




Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or any
Subsidiary that is a Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be
subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall
be subordinated to the Secured Obligations of the applicable Subsidiary on the same terms as the
Indebtedness so Guaranteed is subordinated to the Secured Obligations;




          (e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition,
construction or improvement of any fixed or capital assets (whether or not constituting purchase
money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets prior to the
acquisition thereof, and extensions, renewals and replacements of any such Indebtedness in
accordance with clause (f) hereof; provided that (i) such Indebtedness is incurred
prior to or within 90 days after such acquisition or the completion of such construction or
improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e)
shall not exceed $7,500,000 at any time outstanding;




          (f) Indebtedness which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clauses (b), (e), (i) and (j) hereof;
provided that, (i) the principal amount of such Indebtedness is not increased, (ii) any Liens
securing such Indebtedness are not extended to any additional property of any Loan Party, (iii) no
Loan Party that is not originally obligated with respect to repayment of such Indebtedness is
required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does
not result in a shortening of the average weighted maturity of the Indebtedness so extended,
refinanced or renewed, and (v) if the Indebtedness that is refinanced, renewed, or extended was
subordinated in right of payment to the Secured Obligations, then the terms and conditions of the
refinancing, renewal, or extension Indebtedness must include subordination terms and conditions
that are at least as favorable to the Administrative Agent and the Lenders as those that were
applicable to the refinanced, renewed, or extended Indebtedness;




          (g) Indebtedness owed to any person providing workers’ compensation, health, disability or
other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or
indemnification obligations to such person, in each case incurred in the ordinary course of
business;




          (h) Indebtedness of any Borrower or any Subsidiary in respect of performance bonds, bid bonds,
appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of
business;




          (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof;
provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and
is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii)
the aggregate principal amount of Indebtedness permitted by this clause (i) shall not
exceed $5,000,000 at any time outstanding; and




          (j) Indebtedness of any Borrower or any Subsidiary secured solely by certain real estate
assets owned on the date hereof by any Borrower or any Subsidiary and located in Riverside,
California (the “Riverside Property”) or in Providence, Rhode Island (the “Providence
Property”), in an aggregate principal amount not to exceed $30,000,000; and




          (k) other unsecured Indebtedness in an aggregate principal amount not exceeding $5,000,000.




     SECTION 6.02. Liens. No Loan Party will, nor will it 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



AMENDED AND RESTATED CREDIT AGREEMENT - Page 60 









 




assign or sell any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:




          (a) Liens created pursuant to any Loan Document;




          (b) Permitted Encumbrances;




          (c) any Lien on any property or asset of any Borrower or any Subsidiary existing on the date
hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply
to any other property or asset of such Borrower or Subsidiary and (ii) such Lien shall secure only
those obligations which it secures on the date hereof and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof;




          (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any
Subsidiary; provided that (i) such security interests secure Indebtedness permitted by
clause (e) of Section 6.01, (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 75% of the
cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security
interests shall not apply to any other property or assets of such Borrower or Subsidiary or any
other Borrower or Subsidiary;




          (e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to
the acquisition thereof by any Borrower or any Subsidiary or existing on any property or asset
(other than Accounts and Inventory) of any Person that becomes a Loan Party after the date hereof
prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not
created in contemplation of or in connection with such acquisition or such Person becoming a Loan
Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of the
Loan Party 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 Loan Party, as the case may be;




          (f) Liens of a collecting bank arising in the ordinary course of business under Section 4-208
of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being
collected upon;




          (g) Liens arising out of sale and leaseback transactions permitted by Section 6.06;




          (h) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another
Loan Party in respect of Indebtedness owed by such Subsidiary; and




          (i) Liens on the Riverside Property and Rhode Island Property securing Indebtedness permitted
by Section 6.01(j).



Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.02
may at any time attach to any Loan Party’s (1) Accounts, other than those permitted under
clause (a) of the definition of Permitted Encumbrance and clause (a) above and (2)
Inventory, other than those permitted under clauses (a) and (b) of the definition
of Permitted Encumbrance and clause (a) above.




     SECTION 6.03. Fundamental Changes.



          (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or
dissolve, except that, if at the time thereof and immediately after giving effect thereto no




AMENDED AND RESTATED CREDIT AGREEMENT - Page 61 









 




Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may
merge into a Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any
Loan Party (other than a Borrower) may merge into any Loan Party in a transaction in which the
surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or
dissolve if the Borrower which owns such Subsidiary determines in good faith that such liquidation
or dissolution is in the best interests of such Borrower and is not materially disadvantageous to
the Lenders, (iv) any Borrower may liquidate or dissolve so long as its assets are distributed or
transferred to another Borrower, and (v) any Loan Party (other than a Borrower) may liquidate or
dissolve so long as its assets are distributed to a Loan Party, provided that any such
merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger
shall not be permitted unless also permitted by Section 6.04.




          (b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage in any business
other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of
execution of this Agreement and businesses reasonably related thereto.




     SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. No Loan
Party will, nor will it permit any Subsidiary to, purchase, hold or acquire (including pursuant to
any merger with any Person that was not a Loan Party and a wholly owned Subsidiary prior to such
merger) any capital stock, evidences of indebtedness or other securities (including any option,
warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any investment or any other
interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit (whether through purchase
of assets, merger or otherwise), except the following:



          (a) Permitted Investments, subject to control agreements in favor of the Administrative Agent
for the benefit of the Lenders or otherwise subject to a perfected security interest in favor of
the Administrative Agent for the benefit of the Lenders;




          (b) investments in existence on the date of this Agreement and described in
Schedule 6.04;




          (c) investments by the Borrowers and the Subsidiaries in Equity Interests in their respective
Subsidiaries, provided that (A) any such Equity Interests (other than Equity Interests in
an Excluded Subsidiary) held by a Loan Party shall be pledged pursuant to the Security Agreement
(subject to the limitations applicable to common stock of a Foreign Subsidiary referred to in
Section 5.12) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries
that are not Loan Parties (together with outstanding intercompany loans permitted under
clause (B) to the proviso to Section 6.04(d) and outstanding Guarantees permitted
under the proviso to Section 6.04(e)) shall not exceed $200,000 at any time outstanding (in
each case determined without regard to any write-downs or write-offs);




          (d) loans or advances made by any Borrower to any Subsidiary and made by any Subsidiary to any
other Borrower or any other Subsidiary, provided that (A) any such loans and advances made
by a Loan Party shall be evidenced by a promissory note pledged pursuant to the Security Agreement
and (B) the amount of such loans and advances made by Loan Parties to Subsidiaries that are not
Loan Parties (together with outstanding investments permitted under clause (B) to the
proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso to
Section 6.04(e)) shall not exceed $200,000 at any time outstanding (in each case determined
without regard to any write-downs or write-offs);




AMENDED AND RESTATED CREDIT AGREEMENT - Page 62 









 





          (e) Guarantees constituting Indebtedness permitted by Section 6.01, provided
that the aggregate principal amount of Indebtedness of Subsidiaries that are not Loan Parties that
is Guaranteed by any Loan Party shall (together with outstanding investments permitted under
clause (B) to the proviso to Section 6.04(c) and outstanding intercompany loans
permitted under clause (B) to the proviso to Section 6.04(d) shall not exceed
$200,000 at any time outstanding (in each case determined without regard to any write-downs or
write-offs);




          (f) loans or advances made by a Loan Party to its employees on an arms-length basis in the
ordinary course of business consistent with past practices for travel and entertainment expenses,
relocation costs and similar purposes up to a maximum of $500,000 in the aggregate at any one time
outstanding;




          (g) subject to Sections 4.2(a) and 4.4 of the Security Agreement, notes
payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to
negotiated agreements with respect to settlement of such Account Debtor’s Accounts in the ordinary
course of business, consistent with past practices;




          (h) investments in the form of Swap Agreements permitted by Section 6.07;




          (i) investments of any Person existing at the time such Person becomes a Subsidiary of a
Borrower or consolidates or merges with a Borrower or any of the Subsidiaries (including in
connection with a permitted acquisition) so long as such investments were not made in contemplation
of such Person becoming a Subsidiary or of such merger;




          (j) investments received in connection with the dispositions of assets permitted by
Section 6.05;




          (k) investments constituting deposits described in clauses (c) and (d) of the
definition of the term “Permitted Encumbrances”; and




          (l) other acquisitions, loans, advances, Guarantees or other investments made during any
fiscal year in an aggregate amount not to exceed the lesser of: (i) $5,000,000 or (ii) an amount
equal to $16,000,000 less the Capital Expenditures, other than Insurance Capital Expenditures, made
by the Loan Parties and their Subsidiaries during such fiscal year.




     SECTION 6.05. Asset Sales. No Loan Party will, nor will it permit any Subsidiary to,
sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it,
nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such
Subsidiary (other than to another Borrower or another Subsidiary in compliance with
Section 6.04), except:



          (a) sales, transfers and dispositions of (i) inventory in the ordinary course of business and
(ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;




          (b) sales, transfers and dispositions to any Borrower or any Subsidiary, provided that
any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be
made in compliance with Section 6.09;




          (c) sales, transfers and dispositions of accounts receivable in connection with the
compromise, settlement or collection thereof;




          (d) sales, transfers and dispositions of Permitted Investments and other investments permitted
by clauses (i) and (k) of Section 6.04;




AMENDED AND RESTATED CREDIT AGREEMENT - Page 63 









 





          (e) sale and leaseback transactions permitted by Section 6.06;




          (f) dispositions resulting from any casualty or other insured damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any property or asset of any
Borrower or any Subsidiary;




          (g) leases, licenses, subleases and sublicenses of assets in the ordinary course of business
of the Borrower and any Subsidiary;




          (h) disposition of the Riverside Property provided the Borrowers receive no less than
$20,000,000 in Net Proceeds from such disposition and such Net Proceeds are applied in accordance
with Section 2.11 hereto and no Default or Event of Default exists or would result from such
disposition;




          (i) disposition of (i) the real estate assets located at 51 Washington Street, Providence,
Rhode Island provided the Borrowers receive no less than $7,000,000 in Net Proceeds from such
disposition and (ii) the real estate assets located at 75 Fountain Street, Providence, Rhode Island
provided the Borrowers receive no less than $12,000,000 in Net Proceeds from such disposition and,
in each case, such Net Proceeds are applied in accordance with Section 2.11 hereto and no Default
or Event of Default exists or would result from such disposition;




          (j) disposition of real property assets located in Arlington, Texas owned by DFW Printing
Company provided the Borrowers receive no less than $1,250,000 in Net Proceeds from such
disposition and such Net Proceeds are applied in accordance with Section 2.11 hereto and no Default
or Event of Default exists or would result from such disposition;




          (k) disposition of real property assets located at 4800 LBJ Freeway, Dallas, Texas owned by
The Dallas Morning News, Inc. provided the Borrowers receive no less than $1,250,000 in Net
Proceeds from such disposition and such Net Proceeds are applied in accordance with Section 2.11
hereto and no Default or Event of Default exists or would result from such disposition; and




          (l) sales, transfers and other dispositions of assets (other than Equity Interests in a
Subsidiary unless all Equity Interests in such Subsidiary are sold) that are not permitted by any
other paragraph of this Section, provided that the aggregate fair market value of all
assets sold, transferred or otherwise disposed of in reliance upon this paragraph (l) shall
not exceed $10,000,000 during any fiscal year of the Borrowers;



provided that all sales, transfers, leases and other dispositions permitted hereby (other
than those permitted by paragraphs (b), (f) above) shall be made for fair value and
for at least 75% cash consideration.




     SECTION 6.06. Sale and Leaseback Transactions. No Loan Party will, nor will it permit
any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property that it intends to
use for substantially the same purpose or purposes as the property sold or transferred, except for
any such sale and lease of (a) any fixed or capital assets by any Borrower or any Subsidiary that
is made for cash consideration in an amount not less than the fair value of such fixed or capital
asset and is consummated within 90 days after such Borrower or such Subsidiary acquires or
completes the construction of such fixed or capital asset, (b) any part of the Riverside Property,
and (c) any part of the Providence Property.



     SECTION 6.07. Swap Agreements. No Loan Party will, nor will it permit any Subsidiary
to, enter into any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate
risks to



AMENDED AND RESTATED CREDIT AGREEMENT - Page 64 









 




which any Borrower or any Subsidiary has actual exposure (other than those in respect of
Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into
in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from
one floating rate to another floating rate or otherwise) with respect to any interest-bearing
liability or investment of any Borrower or any Subsidiary.




     SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.



          (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except so long as no Default or Event of Default has occurred and is
continuing or would result from the making of such Restricted Payment: (i) each Borrower may
declare and pay dividends with respect to its common stock payable solely in additional shares of
its common stock, and, with respect to its preferred stock, payable solely in additional shares of
such preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay
dividends ratably with respect to their Equity Interests, (iii) the Borrowers may make Restricted
Payments, not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with stock
option plans or other benefit plans for management or employees of the Borrowers and their
Subsidiaries or to repurchase Equity Interests to prevent dilution with regard to such stock option
or benefit plans, and (iv) the Company may declare and pay cash dividends with respect to its
Equity Interests provided, that with respect to any such dividend or other Restricted
Payment described in clauses (iii) or (iv) preceding, (A) the Fixed Charge Coverage
Ratio for Borrowers is equal to or greater than 1.2 to 1.0 and (B) Aggregate Availability at the
time of and after giving effect to such dividend or other Restricted Payment is equal to or greater
than $15,000,000. For purposes of this clause (a), the Fixed Charge Coverage Ratio shall be
calculated as of the last day of the calendar month for which the most recent monthly financial
statements were required pursuant to Section 5.01(c), giving pro forma effect to such
proposed Restricted Payment, and without adding back Restructuring Costs when determining Adjusted
EBITDA.




          (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make,
directly or indirectly, any payment or other distribution (whether in cash, securities or other
property) of or in respect of principal of or interest on any Indebtedness, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Indebtedness, except:




               (i) payment of Indebtedness created under the Loan Documents;



               (ii) payment of regularly scheduled interest and principal payments as and when due in respect
of any Indebtedness, other than payments in respect of the Subordinated Indebtedness prohibited by
the subordination provisions thereof;



               (iii) refinancings of Indebtedness to the extent permitted by Section 6.01;



               (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness; and



               (v) payment of a Pension Reimbursement Payment provided no Default or Event of Default exists
or would result from the making of such payment.



     SECTION 6.09. Transactions with Affiliates. No Loan Party will, nor will it permit
any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease
or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its



AMENDED AND RESTATED CREDIT AGREEMENT - Page 65 









 




Affiliates, except (a) transactions that (i) are in the ordinary course of business and
(ii) are at prices and on terms and conditions not less favorable to such Borrower or such
Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,
(b) transactions between or among any Borrower and any Subsidiary that is a Loan Party not
involving any other Affiliate, (c) any investment permitted by Sections 6.04(c) or
6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e) any Restricted
Payment permitted by Section 6.08, (f) loans or advances to employees permitted under
Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any
Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee
benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or
employees of the Borrowers or their Subsidiaries in the ordinary course of business, (h) any
issuances of securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment agreements, stock options and stock ownership plans
approved by a Borrower’s board of directors, (i) transactions and agreements described on
Schedule 6.09, and renewals, amendments, modifications and extensions of agreements
described on Schedule 6.09, that are upon the same or substantially similar terms and
conditions or are not adverse to the Lenders; and (j) transactions of the Company related to
managing, sharing and disposition of assets owned by Belo Investment, LLC (“BINV”) as of
the Effective Date other than transactions in which the Company receives proceeds or other
distributions from a disposition of such assets in an amount less than the amount the Company was
otherwise entitled to receive under the terms of the joint venture agreement related to BINV.




     SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it permit any
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan
Party or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its
property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions
with respect to any shares of its capital stock or to make or repay loans or advances to any
Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided
such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or
conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing such Indebtedness and
(v) clause (a) of the foregoing shall not apply to customary provisions in leases
restricting the assignment thereof.



     SECTION 6.11. Amendment of Material Documents. No Loan Party will, nor will it permit
any Subsidiary to, amend, modify or waive any of its rights under (a)  agreement relating to any
Subordinated Indebtedness, or (b) its certificate of incorporation, by-laws, operating, management
or partnership agreement or other organizational documents, to the extent any amendment,
modification or waiver would be adverse to the Lenders.



     SECTION 6.12. Capital Expenditures. The Borrowers will not, nor will it permit any
Subsidiary to, incur or make any Capital Expenditures, other than Insurance Capital Expenditures,
during any fiscal year in excess of an amount equal to (a) $16,000,000 less the aggregate
principal amount invested, loaned, or advanced by the Loan Parties and their Subsidiaries in
connection with all investments, loans, and advances made under the permissions of Section
6.04(l) in such fiscal year.



     SECTION 6.13. Financial Covenants.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 66 









 





          (a) Minimum Adjusted EBITDA. The Borrowers shall have Adjusted EBITDA, determined for
each period specified below, in an amount not less than the amount specified for such period as
follows (amounts in parenthesis indicate negative (deficit) amounts):




	 	 	 	 	 
	6 months ending March 31, 2009:
	 	$	(4,000,000	)
	9 months ending June 30, 2009:
	 	$	6,500,000	 
	12 months ending September 30, 2009:
	 	$	15,000,000	 
	12 months ending December 31, 2009:
	 	$	22,500,000	 






          (b) Fixed Charge Coverage Ratio. Beginning with the fiscal quarter ended March 31,
2010, the Borrowers shall maintain a Fixed Charge Coverage Ratio, calculated as of the end of each
fiscal quarter for the four fiscal quarters then ended, of no less than 1.00 to 1.00.




     SECTION 6.14. Inactive Subsidiaries. No Loan Party will permit any Subsidiary that is
not a Loan Party to (a) conduct or otherwise engage in business, (b) open or maintain any
commodity, deposit, investment or securities account, or (c) acquire or own any assets.



ARTICLE VII.




Events of Default




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



          (a) the Borrowers 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;




          (b) the Borrowers shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this
Agreement, when and as the same shall become due and payable;




          (c) any representation or warranty made or deemed made by or on behalf of any Loan Party or
any Subsidiary in or in connection with this Agreement or any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with this Agreement or any Loan Document or
any amendment or modification thereof or waiver thereunder, shall prove to have been materially
incorrect when made or deemed made;




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




          (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those which constitute a default under another Section of
this Article), and such failure shall continue unremedied for a period of (i) 5 days after the
earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative
Agent (which notice will be given at the request of any Lender) if such breach relates to terms or
provisions of Section 5.01, 5.02 (other than Section 5.02(a)), 5.03 through
5.07, 5.09, 5.10 or 5.12 of this Agreement or (ii) 15 days after
the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative
Agent (which notice will be given at the request of any Lender) if such breach relates to terms or
provisions of any other Section of this Agreement;




AMENDED AND RESTATED CREDIT AGREEMENT - Page 67 









 





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




          (g) any event or condition occurs that results in any Material Indebtedness becoming due prior
to its scheduled maturity or that enables or permits (with or without the giving of notice, the
lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to require the
prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
provided that this clause (g) shall not apply to secured Indebtedness that becomes
due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;




          (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or any
Subsidiary of any Loan Party or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Loan Party or any Subsidiary of any Loan Party or for a substantial part
of its assets, and, in any such case, 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;




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




          (j) any Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing
its inability or fail generally to pay its debts as they become due;




          (k) one or more judgments for the payment of money in an aggregate amount in excess of
$200,000 (net of insurance coverage, to the extent the insurer shall have been advised of such
judgment and shall not have disputed coverage) shall be rendered against any Loan Party, any
Subsidiary of any Loan Party or any combination thereof and the same shall remain undischarged for
a period of 30 consecutive days during which execution shall not be effectively stayed, or any
action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan
Party or any Subsidiary of any Loan Party to enforce any such judgment or any Loan Party or any
Subsidiary of any Loan Party shall fail within 30 days to discharge one or more non-monetary
judgments or orders which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, which judgments or orders, in any such case, are not stayed on appeal or
otherwise being appropriately contested in good faith by proper proceedings diligently pursued;




          (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 liability of the Borrowers and their Subsidiaries in an aggregate amount exceeding
$200,000 in any year;




          (m) a Change in Control shall occur;




AMENDED AND RESTATED CREDIT AGREEMENT - Page 68 









 





          (n) the occurrence of any “default”, as defined in any Loan Document (other than this
Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this
Agreement), which default or breach continues beyond any period of grace therein provided;




          (o) the Loan Guaranty shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of the Loan Guaranty, or any
Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to
which it is a party, or any Loan Guarantor shall deny that it has any further liability under the
Loan Guaranty to which it is a party, or shall give notice to such effect;




          (p) any Collateral Document shall for any reason fail to create a valid and perfected first
priority security interest in any Collateral purported to be covered thereby, except as permitted
by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full
force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the
terms or provisions of any Collateral Document;




          (q) any material provision of any Loan Document for any reason ceases to be valid, binding and
enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of
any Loan Document or shall assert in writing, or engage in any action or inaction based on any such
assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms);




          (r) any Loan Party is criminally indicted or convicted under any law that may reasonably be
expected to lead to a forfeiture of any property of such Loan Party having a fair market value in
excess of $200,000; or




          (s) the Company fails to pay the Estimated Unfunded Pension Obligations on or before the
applicable Final Pension Payment Date,



then, and in every such event (other than an event with respect to the Borrowers described in
clause (h) or (i) of this Article), and at any time thereafter during the continuance of
such event, the Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower Representative, take either or both of the following actions, at the same or
different times:  (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments
shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other obligations of the
Borrowers 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 Borrowers; and in case
of any event with respect to the Borrowers described in clause (h) or (i) of this Article,
the Revolving Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the
Borrowers 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 Borrowers. Upon
the occurrence and the continuance of an Event of Default, the Administrative Agent may, and at the
request of the Required Lenders shall, exercise any rights and remedies provided to the
Administrative Agent under the Loan Documents or at law or equity, including all remedies provided
under the UCC.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 69 









 








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, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the
Administrative Agent by the terms of the Loan Documents, together with such actions and powers as
are reasonably incidental thereto.



          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 Loan Parties or any Subsidiary of a Loan Party 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 in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to any Loan Party or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it with the consent
or at the request of the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary under the circumstances as provided in Section 9.02) or in the absence
of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or in connection with any Loan Document,
(iii) the performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation,
perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the
satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document,
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
Borrowers), 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.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 70 









 





     The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative
Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent.



     Subject to the appointment and acceptance of a successor Administrative Agent as provided in
this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the
Issuing Bank and the Borrower Representative. Upon any such resignation, the Required Lenders
shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a
successor Administrative Agent which shall be a commercial bank or an Affiliate of any such
commercial bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a
successor, such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers
to a successor Administrative Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrowers and such successor. After the Administrative Agent’s
resignation hereunder, the provisions of this Article, Section 2.17(d) and
Section 9.03 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while it was acting as Administrative Agent.



     Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any document furnished
hereunder or thereunder.



     Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on
behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or
warranty, express or implied, as to the completeness or accuracy of any Report or any of the
information contained therein or any inaccuracy or omission contained in or relating to a Report
and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not
comprehensive audits or examinations, and that any Person performing any field examination will
inspect only specific information regarding the Loan Parties and will rely significantly upon the
Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel and
that the Administrative Agent undertakes no obligation to update, correct or supplement the
Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the
Report with any Loan Party or any other Person except as otherwise permitted pursuant to this
Agreement; and (e) without limiting the generality of any other indemnification provision contained
in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative
Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees)
incurred by as the direct or indirect result of any third parties who might obtain all or part of
any Report through the indemnifying Lender.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 71 









 





     The Co-Administrative Agent shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all Lenders as such.



ARTICLE IX.




Miscellaneous




     SECTION 9.01. Notices.



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




               (i) if to any Loan Party, to the Borrower Representative at:


400 South Record Street

Dallas, TX 75202-4841

Attention: Ali Engel

Facsimile No: 214-977-6603



With copies to:



400 South Record Street

Dallas, TX 75202-4841

Attention: Russell S. Coleman

Facsimile No.: 214-977-7116



and to:



Nan B. Braley

Locke Lord Bissell & Liddell LLP

2200 Ross Ave.

Suite 2200

Dallas, TX 75201

Facsimile No.: 214-756-8568




               (ii) if to the Administrative Agent, the Issuing Bank or the Swingline Lender, to JPMorgan
Chase Bank, N.A. at:


JPMorgan Chase Bank, N.A.

2200 Ross Avenue, 9th Floor

Dallas, TX 75201

Attention: Jeff A. Tompkins

Facsimile No: (214) 965-2594



With a copy to:



Hunton & Williams LLP

Attention: Daniel C. Garner

1445 Ross Ave. Suite 3700

Dallas, TX 75201




AMENDED AND RESTATED CREDIT AGREEMENT - Page 72 









 




Facsimile No.: (214) 880-0011




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


All such notices and other communications (i) sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when received or (ii) sent by
facsimile shall be deemed to have been given when sent, provided that if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of
business on the next Business Day for the recipient.




          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications (including e-mail and internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not
apply to notices pursuant to Article II or to compliance and no Event of Default
certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower
Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and
other communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or
communications. All such notices and other communications (i) sent to an e-mail address shall be
deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such
as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided that if not given during the normal business hours of the
recipient, such notice or communication shall be deemed to have been given at the opening of
business on the next Business Day for the recipient, and (ii) posted to an Internet or intranet
website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (b)(i) of notification that such notice or
communication is available and identifying the website address therefor.




          (c) Any party hereto may change its address or facsimile number for notices and other
communications hereunder by notice to the other parties hereto.




     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 or under any other Loan Document 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 and under any other Loan Document are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless 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.




          (b) None of this Agreement, any other Loan Document or any provisions hereof or thereof may be
waived, amended or modified except pursuant to an agreement or agreements in writing entered into
by the Loan Party or Loan Parties that are parties thereto and the Required Lenders (or 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 Lenders), without the written
consent of such Lender, (ii)




AMENDED AND RESTATED CREDIT AGREEMENT - Page 73 









 




reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change any of the provisions of
this Section or the definition of “Required Lenders” or any other provision of any Loan Document
specifying the number or percentage of Lenders required in order to waive, amend or modify any
rights thereunder or grant any consent thereunder, without the written consent of each Lender, (v)
release Guarantees that collectively account for all or substantially all of the credit support
provided by the Subsidiary Guarantors from their Guarantees under the Subsidiary Guarantee
Agreement (except as expressly provided in Section 9.14 or in the Subsidiary Guarantee
Agreement) without the written consent of each Lender; or (vi) release the Borrower from its
obligation to satisfy the Collateral Requirement or, at any time when the Borrower shall be
required to satisfy the Collateral Requirement, release all or substantially all the collateral
pledged under the Pledge Agreement (except as expressly provided in Section 9.14 and in the
Pledge Agreement and any Foreign Pledge Agreement) 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, the Issuing Bank, or the Swingline Lender hereunder or under
any other Loan Document without the prior written consent of the Administrative Agent, the Issuing
Bank or the Swingline Lender, as the case may be.




     SECTION 9.02-I Additional Waivers; Amendments.



     (a) No Loan Document or any provision thereof may be waived, amended or modified without the
consent of the Required Lenders as more fully described in Section 9.02(b) provided that no
waiver, amendment or waiver shall (i) change Section 2.18(b) or (d) in a manner
that would alter the manner in which payments are shared, without the written consent of each
Lender, (ii) increase the advance rates set forth in the definition of Borrowing Base or the
Aggregate Borrowing Base or add new categories of eligible assets, without the written consent of
the Supermajority Revolving Lenders, or (iii) change Section 2.21, without the consent of
each Lender (other than any Defaulting Lender). Any waiver, amendment or modification to any
provision of Section 2.21 shall require the consent of the Administrative Agent, the
Swingline Lender and the Issuing Bank). The Administrative Agent may also amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 9.04.



     (b) Without limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such
Default at the time.



     SECTION 9.03. Expenses; Indemnity; Damage Waiver.



          (a) The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements
of counsel for the Administrative Agent, in connection with the syndication and distribution
(including, without limitation, via the internet or through a service such as Intralinks) of the
credit facilities provided for herein, the preparation and administration of the Loan Documents or
any amendments, modifications or waivers of the provisions of the Loan Documents (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 and (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




AMENDED AND RESTATED CREDIT AGREEMENT - Page 74 









 




counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement, collection or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or Letters of Credit
issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being
reimbursed by the Borrowers under this Section include, without limiting the generality of the
foregoing, costs and expenses incurred in connection with:




               (i) reasonable costs for appraisals (subject to the limitations set forth in Sections 5.05 and
5.10) and insurance reviews;



               (ii) reasonable costs for field examinations and the preparation of Reports based on the fees
charged by a third party retained by the Administrative Agent or the internally allocated fees for
each Person employed by the Administrative Agent with respect to each field examination (subject to
the limitations set forth in Section 5.05 and 5.10);



               (iii) reasonable costs for background checks regarding senior management and/or key investors,
as deemed necessary or appropriate in the sole discretion of the Administrative Agent;



               (iv) reasonable costs for taxes, fees and other charges for (A) lien and title searches and
title insurance and (B) recording the Mortgages, filing financing statements and continuations, and
other actions to perfect, protect, and continue the Administrative Agent’s Liens;



               (v) sums paid or incurred to take any action required of any Loan Party under the Loan
Documents that such Loan Party fails to pay or take; and



               (vi) reasonable costs for forwarding loan proceeds, collecting checks and other items of
payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of
preserving and protecting the Collateral.


All of the foregoing costs and expenses may be charged to the Borrowers as Revolving Loans or to
another deposit account, all as described in Section 2.18(c).




          (b) The Borrowers shall, jointly and severally, indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any
and all losses, claims, damages, penalties, incremental taxes, 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 the Loan Documents or any agreement or instrument contemplated thereby,
the performance by the parties hereto of their respective obligations thereunder or the
consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or
Letter of Credit or the use of the proceeds therefrom (including any refusal by the Issuing 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 any
Borrower or any of their Subsidiaries, or any Environmental Liability related in any way to any
Borrower or any of their Subsidiaries, (iv) the failure of the Borrowers to deliver to the
Administrative Agent the required receipts or other required documentary evidence with respect to a
payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such




AMENDED AND RESTATED CREDIT AGREEMENT - Page 75 









 




indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, penalties, liabilities or related expenses resulted from the gross negligence or
willful misconduct of such Indemnitee. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF
THE BORROWERS AND EACH OF THE BORROWERS AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH
INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE
OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE.




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




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




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




     SECTION 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 (i) the Borrowers 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 Borrowers without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph
(c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.




          (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Revolving Commitment and the Loans at the time owing to it) with
the prior written consent (such consent not to be unreasonably withheld) of:





               (A) the Borrower Representative, provided that no consent of the
Borrower Representative shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and
is continuing, any other assignee;



AMENDED AND RESTATED CREDIT AGREEMENT - Page 76 









 






               (B) the Administrative Agent; and




               (C) the Issuing Bank.



               (ii) Assignments shall be subject to the following additional conditions:




               (A) except in the case of an assignment to a Lender or an Affiliate of a Lender
or an assignment of the entire remaining amount of the assigning Lender’s Revolving
Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans 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 unless each of the Borrower
Representative and the Administrative Agent otherwise consent, provided that
no such consent of the Borrower Representative shall be required if an Event of
Default has occurred and is continuing;




               (B) 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;




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




               (D) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more Credit Contacts to whom all syndicate-level information
(which may contain material non-public information about the Company, the Loan
Parties and their Related Parties or their respective securities) will be made
available and who may receive such information in accordance with the assignee’s
compliance procedures and applicable laws, including Federal and state securities
laws.



          For the purposes of this Section 9.04(b), the term “Approved Fund” has the
following meaning: “Approved Fund” means any Person (other than a natural person) that is
engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit
in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.




               (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of
this Section, from and after the effective date specified in each Assignment and Assumption the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment
and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of this
Section.



               (iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it



AMENDED AND RESTATED CREDIT AGREEMENT - Page 77 









 




and a register for the recordation of the names and addresses of the Lenders, and the
Revolving 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 Borrowers, 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 Borrowers, the Issuing Bank and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.




               (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in
paragraph (b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any payment required to be
made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b),
2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept
such Assignment and Assumption and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest thereon. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.



          (c) (i) Any Lender may, without the consent of the Borrowers, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Revolving Commitment and the Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrowers, 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 (c)(ii) of this Section, the Borrowers agree that each Participant
shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the
same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.18(c) as though it were a Lender.




               (ii) A Participant shall not be entitled to receive any greater payment under Section
2.15 or 2.17 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 Representative’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 2.17 unless the Borrower Representative is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
Section 2.17(f) as though it were a Lender.



          (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section




AMENDED AND RESTATED CREDIT AGREEMENT - Page 78 









 




shall not apply to any such pledge or assignment of a security interest; provided that
no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.




     SECTION 9.05. Survival. All covenants, agreements, representations and warranties
made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing 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 Revolving Commitments have not expired or
terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Revolving Commitments or the termination of 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, the other Loan Documents 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 facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.
THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



     SECTION 9.07. Severability. Any provision of any Loan Document 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 thereof; 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 and each of its Affiliates is hereby authorized at any time and from time
to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other obligations at any
time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or such
Loan Guarantor against any of and all the Secured Obligations held by such Lender, irrespective of
whether or not such Lender shall have made any demand under the Loan Documents and although such
obligations may be unmatured. The applicable Lender shall notify the Borrower Representative and
the Administrative Agent of such set-off or



AMENDED AND RESTATED CREDIT AGREEMENT - Page 79 









 




application, provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such set-off or application under this Section. 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. NOTWITHSTANDING THE FOREGOING, AT ANY TIME THAT ANY OF THE
SECURED OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL
EXERCISE A RIGHT OF SETOFF, LENDER’S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE
ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY LOAN DOCUMENT
UNLESS IT IS TAKEN WITH THE CONSENT OF THE LENDERS REQUIRED BY SECTION 9.02 OF THIS
AGREEMENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO SECTIONS 580a, 580b,
580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL
CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF
THE LIENS GRANTED TO AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE
OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR ANY SUCH RIGHT WITHOUT OBTAINING
SUCH CONSENT OF THE PARTIES AS REQUIRED ABOVE, SHALL BE NULL AND VOID. THIS PARAGRAPH SHALL BE
SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS.




     SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.



          (a) The Loan Documents (other than those containing a contrary express choice of law
provision) shall be governed by and construed in accordance with the laws of the State of Texas,
but giving effect to federal laws applicable to national banks.




          (b) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF TEXAS SITTING IN DALLAS
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF TEXAS, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENT, 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 TEXAS 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 OR ANY OTHER LOAN DOCUMENT 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 OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER
OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.




          (c) Each Loan Party 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 or any
other Loan Document 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.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 80 









 





          (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 or any other Loan Document
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, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.



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



     SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and
the Lenders agrees to maintain the confidentiality of the Information (as defined below), except
that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and
agents, including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by
any regulatory authority, (c) to the extent required by Requirement of Laws 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
any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights
or obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations,
(g) with the consent of the Borrower Representative 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 non-confidential basis
from a source other than the Borrowers. For the purposes of this Section, “Information”
means all information received from the Borrowers relating to the Borrowers or their business,
other than any such information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that,
in the case of information received from the Borrowers after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.



     SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective
obligations of the Lenders hereunder are several and not joint and the failure of any Lender to
make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. Each Lender hereby represents that it is not relying on or
looking to any margin stock for the repayment of the Borrowings provided for herein. Anything
contained in this Agreement to



AMENDED AND RESTATED CREDIT AGREEMENT - Page 81 









 




the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to
extend credit to the Borrowers in violation of any Requirement of Law.




     SECTION 9.14. Release of Collateral. The Lenders hereby irrevocably authorize the
Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the
Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the all
Revolving Commitments, payment and satisfaction in full in cash of all Secured Obligations (other
than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a
manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of
if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and the Administrative Agent
may rely conclusively on any such certificate, without further inquiry), and to the extent that the
property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the
Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii)
constituting property leased to a Loan Party under a lease which has expired or been terminated in
a transaction permitted under this Agreement, or (iv) as required to effect any sale or other
disposition of such Collateral in connection with any exercise of remedies of the Administrative
Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the
Administrative Agent will not release any Liens on Collateral without the prior written
authorization of the Required Lenders; provided that, the Administrative Agent may in its
discretion, release its Liens on Collateral valued in the aggregate not in excess of $1,000,000
during any calendar year without the prior written authorization of the Required Lenders. Any such
release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other
than those expressly being released) upon (or obligations of the Loan Parties in respect of) all
interests retained by the Loan Parties, including the proceeds of any sale, all of which shall
continue to constitute part of the Collateral.



     SECTION 9.15. USA PATRIOT Act. Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby
notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain,
verify and record information that identifies the Borrowers, which information includes the names
and addresses of the Borrowers and other information that will allow such Lender to identify the
Borrowers in accordance with the Act.



     SECTION 9.16. Disclosure. Each Loan Party and each Lender hereby acknowledges and
agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments
in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates.



     SECTION 9.17. Appointment for Perfection. Each Lender hereby appoints each other
Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative
Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other
applicable law can be perfected only by possession. Should any Lender (other than the
Administrative Agent) obtain possession of any such Collateral, such Lender shall notify the
Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall
deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in
accordance with the Administrative Agent’s instructions.



     SECTION 9.18. 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



AMENDED AND RESTATED CREDIT AGREEMENT - Page 82 









 




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




     SECTION 9.19. No Fiduciary Relationship. The relationship between the Borrowers and
the other Loan Parties on the one hand and the Administrative Agent and each Lender on the other is
solely that of debtor and creditor, and neither the Administrative Agent nor any Lender has any
fiduciary or other special relationship with the Borrower or any Loan Parties, and no term or
condition of any of the Loan Documents shall be construed so as to deem the relationship between
the Borrower and the Loan Parties on the one hand and the Administrative Agent and each Lender on
the other to be other than that of debtor and creditor.



     SECTION 9.20. Equitable Relief. The Borrowers recognize that in the event any Loan
Party fails to pay, perform, observe, or discharge any or all of the obligations under the Loan
Documents, any remedy at law may prove to be inadequate relief to the Administrative Agent and the
Lenders. The Borrowers therefore agree that the Administrative Agent and the Lenders, if the
Administrative Agent or the Required Lenders so request, shall be entitled to temporary and
permanent injunctive relief in any such case without the necessity of proving actual damages.



     SECTION 9.21. Construction. Each Loan Party (by its execution of the Loan Documents
to which its is a party), the Administrative Agent and each Lender acknowledges that each of them
has had the benefit of legal counsel of its own choice and has been afforded an opportunity to
review the Loan Documents with its legal counsel and that the Loan Documents shall be construed as
if jointly drafted by the parties thereto.



     SECTION 9.22. Independence of Covenants. All covenants under the Loan Documents shall
be given independent effect so that if a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be otherwise within the
limitations of, another covenant shall not avoid the occurrence of a Default if such action is
taken or such condition exists.



     SECTION 9.23. Original Loan Documents. On the Closing Date, each Borrower hereby
acknowledges, ratifies and confirms the Original Loan Documents as being legal, valid and binding,
and hereby represents and warrants to, and covenants with, the Administrative Agent that there are
no claims or offsets against, or defenses or counterclaims to or against the rights of the
Administrative Agent or the Lenders under or in connection with the Original Loan Documents or this
Agreement. Without limiting the foregoing, in consideration of the Administrative Agent and the
Lenders entering into this Agreement, each Borrower hereby waives any and all such claims, offsets,
defenses, or counterclaims, whether known or unknown, arising prior to the date hereof and relating
to the Original Loan Documents or this Agreement.



     SECTION 9.24. Continuation, Amendment and Restatement. This Agreement shall
constitute an amendment and restatement of the Original Credit Agreement. On the Closing Date, the
Existing Obligations shall be deemed to be renewed and continued, and not extinguished, and
thereupon and thereafter shall constitute and be included in the Obligations under this Agreement.
On the Closing Date, the Liens granted to the Administrative Agent pursuant to the Original
Collateral Documents shall be renewed to the extent provided by the Collateral Documents and in any
event shall continue in full force and effect as security for all Secured Obligations. On and
after the Closing Date, all references to the Original Credit Agreement contained in any Original
Loan Document, to the extent any such Original



AMENDED AND RESTATED CREDIT AGREEMENT - Page 83 









 




Loan Document is not amended and restated in connection with this Agreement, shall be deemed
to mean the Original Credit Agreement as amended and restated by this Agreement. On the Closing
Date, each Borrower that is an Original Guarantor acknowledges and confirms its obligation for
payment and performance of the Existing Obligations. In consideration of the agreements of the
Administrative Agent and the Lenders under this Agreement, the obligation of each such Borrower as
an Original Guarantor is hereby renewed, continued, amended and restated as a primary obligation
under this Agreement. In consideration of the agreements of the Administrative Agent and the
Lenders under this Agreement, each Borrower, other than a Borrower that is an Original Guarantor,
hereby assumes and undertakes to pay all Obligations as provided by this Agreement.




ARTICLE X.




Loan Guaranty




     SECTION 10.01. Guaranty. Each Loan Guarantor (other than those that have delivered a
separate Guaranty) hereby agrees that it is jointly and severally liable for, and, as primary
obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders the
prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all
times thereafter, of the Secured Obligations and all costs and expenses including, without
limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of
in-house counsel and paralegals) and expenses paid or incurred by the Administrative Agent, the
Issuing Bank and the Lenders in endeavoring to collect all or any part of the Secured Obligations
from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor
of all or any part of the Secured Obligations (such costs and expenses, together with the Secured
Obligations, collectively the “Guaranteed Obligations”). Each Loan Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or
further assent from it, and that it remains bound upon its guarantee notwithstanding any such
extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf
of any domestic or foreign branch or Affiliate of any Lender that extended any portion of the
Guaranteed Obligations.



     SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a guaranty of payment and
not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the
Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor, or any
other person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated
Party”), or otherwise to enforce its payment against any collateral securing all or any part of
the Guaranteed Obligations.



     SECTION 10.03. No Discharge or Diminishment of Loan Guaranty.



          (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor hereunder
are unconditional and absolute and not subject to any reduction, limitation, impairment or
termination for any reason (other than the indefeasible payment in full in cash of the Guaranteed
Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement,
surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or
otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or
any other guarantor of or other person liable for any of the Guaranteed Obligations; (iii) any
insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party,
or their assets or any resulting release or discharge of any obligation of any Obligated Party; or
(iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any
time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender, or any
other person, whether in connection herewith or in any unrelated transactions.




AMENDED AND RESTATED CREDIT AGREEMENT - Page 84 









 





          (b) The obligations of each Loan Guarantor hereunder are not subject to any defense or setoff,
counterclaim, recoupment, or termination whatsoever by reason of the invalidity, illegality, or
unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable
law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed
Obligations or any part thereof.




          (c) Further, the obligations of any Loan Guarantor hereunder are not discharged or impaired or
otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender
to assert any claim or demand or to enforce any remedy with respect to all or any part of the
Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any
agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection, or invalidity
of any indirect or direct security for the obligations of any Borrower for all or any part of the
Guaranteed Obligations or any obligations of any other guarantor of or other person liable for any
of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the
Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed
Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or
performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay
that might in any manner or to any extent vary the risk of such Loan Guarantor or that would
otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of the Guaranteed Obligations).




     SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law,
each Loan Guarantor hereby waives any defense based on or arising out of any defense of any
Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed
Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any
Loan Guarantor, other than the indefeasible payment in full in cash of the Guaranteed Obligations.
Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not
provided for herein, as well as any requirement that at any time any action be taken by any person
against any Obligated Party, or any other person. The Administrative Agent may, at its election,
foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an
assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with
respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated
Party or exercise any other right or remedy available to it against any Obligated Party, without
affecting or impairing in any way the liability of such Loan Guarantor under this Loan Guaranty
except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To
the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out
of any such election even though that election may operate, pursuant to applicable law, to impair
or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan
Guarantor against any Obligated Party or any security.



     SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim
or cause of action, including, without limitation, a claim of subrogation, contribution or
indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the
Issuing Bank and the Lenders.



     SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any
portion of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon
the insolvency, bankruptcy, or reorganization of any Borrower or otherwise, each Loan Guarantor’s
obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time
as though the payment had not been made and whether or not the Administrative Agent, the Issuing
Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for
payment of any of



AMENDED AND RESTATED CREDIT AGREEMENT - Page 85 









 




the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any
Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors
forthwith on demand by the Lender.




     SECTION 10.07. Information. Each Loan Guarantor assumes all responsibility for being
and keeping itself informed of the Borrowers’ financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature,
scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty,
and agrees that neither the Administrative Agent, the Issuing Bank nor any Lender shall have any
duty to advise any Loan Guarantor of information known to it regarding those circumstances or
risks.



     SECTION 10.08. Termination. The Lenders may continue to make loans or extend credit
to the Borrowers based on this Loan Guaranty until five days after it receives written notice of
termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan
Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed
or committed to prior to the fifth day after receipt of the notice, and all subsequent renewals,
extensions, modifications and amendments with respect to, or substitutions for, all or any part of
that Guaranteed Obligations.



     SECTION 10.09. Taxes. All payments of the Guaranteed Obligations will be made by each
Loan Guarantor free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if any Loan Guarantor shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan
Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable law.



     SECTION 10.10. Maximum Liability. The provisions of this Loan Guaranty are severable,
and in any action or proceeding involving any state corporate law, or any state, federal or foreign
bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if
the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or
determined to be avoidable, invalid or unenforceable on account of the amount of such Loan
Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision of this
Loan Guaranty to the contrary, the amount of such liability shall, without any further action by
the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that
is valid and enforceable as determined in such action or proceeding (such highest amount determined
hereunder being the relevant Loan Guarantor’s “Maximum Liability”. This Section with
respect to the Maximum Liability of each Loan Guarantor is intended solely to preserve the rights
of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan
Guarantor nor any other person or entity shall have any right or claim under this Section with
respect to such Maximum Liability, except to the extent necessary so that the obligations of any
Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor
agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum
Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting the rights and
remedies of the Lenders hereunder, provided that, nothing in this sentence shall be
construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.



     SECTION 10.11. Contribution. In the event any Loan Guarantor (a “Paying
Guarantor”) shall make any payment or payments under this Loan Guaranty or shall suffer any
loss as a result of any realization upon any collateral granted by it to secure its obligations
under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”) shall
contribute to such Paying Guarantor an amount



AMENDED AND RESTATED CREDIT AGREEMENT - Page 86 









 




equal to such Non-Paying Guarantor’s “Applicable Percentage” of such payment or payments made,
or losses suffered, by such Paying Guarantor. For purposes of this Article X, each
Non-Paying Guarantor’s “Applicable Percentage” with respect to any such payment or loss by
a Paying Guarantor shall be determined as of the date on which such payment or loss was made by
reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date
(without giving effect to any right to receive, or obligation to make, any contribution hereunder)
or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount
of all monies received by such Non-Paying Guarantor from the Borrowers after the date hereof
(whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of
all Loan Guarantors hereunder (including such Paying Guarantor) as of such date (without giving
effect to any right to receive, or obligation to make, any contribution hereunder), or to the
extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate
amount of all monies received by such Loan Guarantors from the Borrowers after the date hereof
(whether by loan, capital infusion or by other means). Nothing in this provision shall affect any
Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such
Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its
right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be
subordinate and junior in right of payment to the payment in full in cash of the Guaranteed
Obligations. This provision is for the benefit of both the Administrative Agent, the Issuing Bank,
the Lenders and the Loan Guarantors and may be enforced by any one, or more, or all of them in
accordance with the terms hereof.




     SECTION 10.12. Liability Cumulative. The liability of each Loan Party as a Loan
Guarantor under this Article X is in addition to and shall be cumulative with all
liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under
this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of
any obligations or liabilities of the other Loan Parties, without any limitation as to amount,
unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.



ARTICLE XI.




THE BORROWER REPRESENTATIVE




     SECTION 11.01. Appointment; Nature of Relationship. The Company is hereby appointed
by each of the Borrowers as its contractual representative (herein referred to as the “Borrower
Representative”) hereunder and under each other Loan Document, and each of the Borrowers
irrevocably authorizes the Borrower Representative to act as the contractual representative of such
Borrower with the rights and duties expressly set forth herein and in the other Loan Documents.
The Borrower Representative agrees to act as such contractual representative upon the express
conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the
Borrower Representative as their agent to receive all of the proceeds of the Loans in the Funding
Account(s), at which time the Borrower Representative shall promptly disburse such Loans to the
appropriate Borrower, provided that, in the case of a Revolving Loan, such amount shall not exceed
such Borrower’s Availability. The Administrative Agent and the Lenders, and their respective
officers, directors, agents or employees, shall not be liable to the Borrower Representative or any
Borrower for any action taken or omitted to be taken by the Borrower Representative or the
Borrowers pursuant to this Section 11.01.



     SECTION 11.02. Powers. The Borrower Representative shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the Borrower Representative by the
terms of each thereof, together with such powers as are reasonably incidental thereto. The
Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the
Lenders to take any



AMENDED AND RESTATED CREDIT AGREEMENT - Page 87 









 




action thereunder except any action specifically provided by the Loan Documents to be taken by
the Borrower Representative.




     SECTION 11.03. Employment of Agents. The Borrower Representative may execute any of
its duties as the Borrower Representative hereunder and under any other Loan Document by or through
authorized officers.



     SECTION 11.04. Notices. Each Borrower shall immediately notify the Borrower
Representative of the occurrence of any Default or Unmatured Default hereunder referring to this
Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of
default.” In the event that the Borrower Representative receives such a notice, the Borrower
Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any
notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower
on the date received by the Borrower Representative.



     SECTION 11.05. Successor Borrower Representative. Upon the prior written consent of
the Administrative Agent, the Borrower Representative may resign at any time, such resignation to
be effective upon the appointment of a successor Borrower Representative. The Administrative Agent
shall give prompt written notice of such resignation to the Lenders.



     SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate. The Borrowers
hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute
and deliver to the Administrative Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect
the purposes of the Loan Documents, including without limitation, the Aggregate Borrowing Base
Certificate and each Borrowing Base Certificate and the Compliance Certificates. Each Borrower
agrees that any action taken by the Borrower Representative or the Borrowers in accordance with the
terms of this Agreement or the other Loan Documents, and the exercise by the Borrower
Representative of its powers set forth therein or herein, together with such other powers that are
reasonably incidental thereto, shall be binding upon all of the Borrowers.



     SECTION 11.07. Reporting. Each Borrower hereby agrees that such Borrower shall
furnish promptly after each fiscal month to the Borrower Representative all information as
necessary for preparation of the Borrowing Base Certificates and any other certificate or report
required hereunder or requested by the Borrower Representative on which the Borrower Representative
shall rely to prepare the Aggregate Borrowing Base Certificate and each Borrowing Base Certificate
and Compliance Certificates required pursuant to the provisions of this Agreement.



AMENDED AND RESTATED CREDIT AGREEMENT - Page 88 









 





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



	 	 	 	 	 
	 	BORROWERS:


A.H. BELO CORPORATION

 	 
	 	By:  	/s/
Alison K. Engel 	 
	 	 	Alison K. Engel, 	 
	 	 	Senior Vice President/Chief Financial Officer 	 
	 
	 	THE DALLAS MORNING NEWS, INC.

 	 
	 	By:  	/s/
Alison K. Engel 	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	DENTON PUBLISHING COMPANY

 	 
	 	By:  	/s/
Alison K. Engel 	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	DFW PRINTING COMPANY, INC.

 	 
	 	By:  	/s/
Alison K. Engel 	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	DMI ACQUISITION SUB, INC.

 	 
	 	By:  	/s/
Alison K. Engel 	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 89 









 





	 	 	 	 	 
	 	PRESS-ENTERPRISE COMPANY

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	THE PROVIDENCE JOURNAL COMPANY

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	OTHER LOAN PARTIES:


A.H. BELO MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	AL DIA, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	THE BELO COMPANY

 	 
	 	By:  	/s/
Julian H. Baumann, Jr.	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 
	 	BELO ENTERPRISES, INC.

 	 
	 	By:  	/s/
Julian H. Baumann, Jr.	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 90 









 





	 	 	 	 	 
	 	BELO INTERACTIVE, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	BELO INVESTMENTS II, INC.

 	 
	 	By:  	/s/
Julian H. Baumann, Jr.	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 
	 	BELO TECHNOLOGY ASSETS, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	NEWS-TEXAN, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	PROVIDENCE HOLDINGS, INC.

 	 
	 	By:  	/s/
Julian H. Baumann, Jr.	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 
	 	RHODE ISLAND MONTHLY COMMUNICATIONS, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 91 









 





	 	 	 	 	 
	 	TDMN NEW PRODUCTS, INC.

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	TRUE NORTH REAL ESTATE LLC


 	 
	 	By:  	              A. H. Belo Corporation, its the sole member
 	 
	 	 	 	 
	 
	 	 	 
	 	 	By:  	/s/ Alison K. Engel
 	 
	 	 	 	Alison K. Engel, Senior Vice President/ 	 
	 	 	 	Chief Financial Officer 	 
	 
	 	WASHINGTON STREET GARAGE CORPORATION

 	 
	 	By:  	/s/ Alison K. Engel	 
	 	 	Alison K. Engel, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 92 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By  	/s/ Tyler D. Levings
 	 
	 	 	Name:  	Tyler D. Levings 	 
	 	 	Title:  	Senior Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 93 









 





	 	 	 	 	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By  	/s/ Jill White
 	 
	 	 	Name:  	Jill White 	 
	 	 	Title:  	Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 94 









 





	 	 	 	 	 
	 	CAPITAL ONE BANK, N.A., as a Lender

 	 
	 	By  	/s/ Shannan Pratt
 	 
	 	 	Name:  	Shannan Pratt 	 
	 	 	Title:  	Senior Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 95 









 





	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By  	/s/ Erik Habres
 	 
	 	 	Name:  	Erik Habres 	 
	 	 	Title:  	Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 96 









 





	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By  	/s/ Morgan A. Lyons
 	 
	 	 	Name:  	Morgan A. Lyons 	 
	 	 	Title:  	Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 97 









 





	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By  	/s/ Sarah R. West
 	 
	 	 	Name:  	Sarah R. West 	 
	 	 	Title:  	V.P. 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 98 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as a Lender

 	 
	 	By  	/s/ Thomas J. Tarasovich, Jr.
 	 
	 	 	Name:  	Thomas J. Tarasovich, Jr. 	 
	 	 	Title:  	Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 99 









 





	 	 	 	 	 
	 	AMEGY BANK, NATIONAL ASSOCIATION as a Lender

 	 
	 	By  	/s/ Melinda Jackson
 	 
	 	 	Name:  	Melinda Jackson 	 
	 	 	Title:  	Senior Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 100 









 





	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By  	/s/ Colleen McEvoy
 	 
	 	 	Name:  	Colleen McEvoy 	 
	 	 	Title:  	Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 101 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

individually, as a Lender, Administrative Agent,

Issuing Bank and Swingline Lender

 	 
	 	By:  	/s/ Jeff A. Tompkins
 	 
	 	 	Name:  	Jeff A. Tompkins 	 
	 	 	Title:  	Vice President 	 
	 




AMENDED AND RESTATED CREDIT AGREEMENT - Page 102