Exhibit 10.18


 




 





THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


dated as of December 22, 2003,


 


among


 


YOUNG BROADCASTING INC.,


 


THE BANKS LISTED HEREIN,


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent, Collateral Agent and Issuing Bank,


 


and


 


WACHOVIA BANK, NATIONAL ASSOCIATION,

as Syndication Agent,


 


Joint Exclusive Book-Runners and Lead Arrangers:


 


DEUTSCHE BANK SECURITIES, INC.

WACHOVIA CAPITAL MARKETS, L.L.C.


 


Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005


 




 




















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  
	
   

  	
   

  	
   

  
	
  Definitions and
  Accounting Terms

  
	
   

  	
   

  	
   

  
	
  SECTION 1.02.

  	
  Computation of Time Periods

  	
   

  
	
  SECTION 1.03.

  	
  Accounting Terms

  	
   

  
	
  SECTION 1.04.

  	
  Effect on Original Existing Credit
  Agreement and Other Loan Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2

  
	
   

  	
   

  	
   

  
	
  Amounts and Terms of
  the Advances

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  The Advances

  	
   

  
	
  SECTION 2.02.

  	
  Method of Borrowing

  	
   

  
	
  SECTION 2.03.

  	
  Notes

  	
   

  
	
  SECTION 2.04.

  	
  [Intentionally Omitted.]

  	
   

  
	
  SECTION 2.05.

  	
  Interest Rates

  	
   

  
	
  SECTION 2.06.

  	
  Fees

  	
   

  
	
  SECTION 2.07.

  	
  Optional Termination or Reduction of
  Commitments

  	
   

  
	
  SECTION 2.08.

  	
  Mandatory Termination of Revolving Facility
  Commitments and Repayment of Revolving Advances

  	
   

  
	
  SECTION 2.09.

  	
  Optional Prepayments

  	
   

  
	
  SECTION 2.10.

  	
  Letters of Credit

  	
   

  
	
  SECTION 2.11.

  	
  General Provisions as to Payments

  	
   

  
	
  SECTION 2.12.

  	
  Funding Losses

  	
   

  
	
  SECTION 2.13.

  	
  Computation of Interest and Fees

  	
   

  
	
  SECTION 2.14.

  	
  Taxes

  	
   

  
	
  SECTION 2.15.

  	
  Method of Electing Interest Rates

  	
   

  
	
  SECTION 2.16.

  	
  Basis for Determining Interest Rate
  Inadequate or Unfair

  	
   

  
	
  SECTION 2.17.

  	
  Illegality

  	
   

  
	
  SECTION 2.18.

  	
  Increased Cost and Reduced Return

  	
   

  
	
  SECTION 2.19.

  	
  Base Rate Advances Substituted for Affected
  Fixed Rate Advances

  	
   

  
	
  SECTION 2.20.

  	
  Use of Proceeds

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3

  
	
   

  	
   

  	
   

  
	
  Conditions Precedent

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Conditions Precedent to Execution and
  Delivery of This Agreement

  	
   

  
	
  SECTION 3.02.

  	
  Conditions Precedent to Effective Time

  	
   

  
	
  SECTION 3.03.

  	
  Conditions Precedent to Initial
  Borrowing  of Interim Revolving
  Facility Commitment

  	
   

  
	
  SECTION 3.04.

  	
  Conditions Precedent to Availability Date

  	
   

  
	
  SECTION 3.05.

  	
  Conditions Precedent to Each Borrowing

  	
   

  



 


i

















 


	
  SECTION 3.06.

  	
  Conditions Precedent to Permitted
  Acquisitions, Including Borrowings in Connection Therewith

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Representations and Warranties of the
  Borrower

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5

  
	
   

  	
   

  	
   

  
	
  Covenants of the Borrower

  
	
   

  	
   

  	
   

  
	
  SECTION 5.01.

  	
  Affirmative Covenants

  	
   

  
	
  SECTION 5.02.

  	
  Negative Covenants

  	
   

  
	
  SECTION 5.03.

  	
  Reporting Requirements

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6

  
	
   

  	
   

  	
   

  
	
  Events of Default

  
	
   

  	
   

  	
   

  
	
  SECTION 6.01.

  	
  Events of Default

  	
   

  
	
  SECTION 6.02.

  	
  Cash Cover

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7

  
	
   

  	
   

  	
   

  
	
  The Agents

  
	
   

  	
   

  	
   

  
	
  SECTION 7.01.

  	
  Appointment and Authorization

  	
   

  
	
  SECTION 7.02.

  	
  Agents and Affiliates

  	
   

  
	
  SECTION 7.03.

  	
  Actions by Agents

  	
   

  
	
  SECTION 7.04.

  	
  Consultation with Experts

  	
   

  
	
  SECTION 7.05.

  	
  Liability of Agents

  	
   

  
	
  SECTION 7.06.

  	
  Indemnification

  	
   

  
	
  SECTION 7.07.

  	
  Credit Decision

  	
   

  
	
  SECTION 7.08.

  	
  Successor Agent

  	
   

  
	
  SECTION 7.09.

  	
  [Intentionally Omitted]

  	
   

  
	
  SECTION 7.10.

  	
  Notice of Default; Collateral Documents

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  SECTION 8.01.

  	
  Amendments, Etc

  	
   

  
	
  SECTION 8.02.

  	
  Notices, Etc

  	
   

  
	
  SECTION 8.03.

  	
  No Waiver; Remedies

  	
   

  
	
  SECTION 8.04.

  	
  Costs and Expenses; Indemnities

  	
   

  
	
  SECTION 8.05.

  	
  Right to Set-off

  	
   

  
	
  SECTION 8.06.

  	
  BINDING EFFECT; GOVERNING LAW

  	
   

  
	
  SECTION 8.07.

  	
  Successors and Assigns

  	
   

  
	
  SECTION 8.08.

  	
  Headings

  	
   

  



 


ii

















 


	
  SECTION 8.09.

  	
  Execution in Counterparts; Integration

  	
   

  
	
  SECTION 8.10.

  	
  Severability of Provisions

  	
   

  
	
  SECTION 8.11.

  	
  WAIVER OF JURY TRIAL

  	
   

  
	
  SECTION 8.12.

  	
  Submission to Jurisdiction; Consent to
  Service of Process

  	
   

  
	
  SECTION 8.13.

  	
  Consent to Amendment

  	
   

  
	
  SECTION 8.14.

  	
  Survival

  	
   

  



 


	
  PRICING SCHEDULE

  
	
   

  
	
  Appendix I - Commitments

  
	
   

  
	
  SCHEDULES

  
	
   

  
	
  Schedule 1.01-1

  	
  -

  	
  Collateral Documents

  
	
  Schedule 4.01(a)

  	
  -

  	
  Subsidiaries of the Borrower

  
	
  Schedule 4.01(e)

  	
  -

  	
  Agreements Relating to Capital Stock

  
	
  Schedule 4.01(h)

  	
  -

  	
  Disclosed Litigation

  
	
  Schedule 4.01(i)

  	
  -

  	
  Existing Liens

  
	
  Schedule 4.01(m)

  	
  -

  	
  Plans and Multiemployer Plans

  
	
  Schedule 4.01(n)

  	
  -

  	
  Existing Debt

  
	
  Schedule 4.01(s)

  	
  -

  	
  Executive Compensation Agreements

  
	
  Schedule 4.01(t)

  	
  -

  	
  Descriptions and Locations of Real Property and Leasehold Interests

  
	
  Schedule 4.01(u)

  	
  -

  	
  Government and Third Party Consents

  
	
  Schedule 4.01(y)

  	
  -

  	
  Environmental Matters

  
	
   

  
	
  EXHIBITS

  
	
   

  
	
  Exhibit A

  	
  -

  	
  Form of Revolving Note

  
	
  Exhibit B-1

  	
  -

  	
  Form of Amended and Restated Borrower Pledge Agreement

  
	
  Exhibit B-2

  	
  -

  	
  Form of Amended and Restated Borrower Security Agreement

  
	
  Exhibit B-3

  	
  -

  	
  Form of Amended and Restated Guarantor Pledge Agreement

  
	
  Exhibit B-4

  	
  -

  	
  Form of Amended and Restated Guarantor Security Agreement

  
	
  Exhibit B-5

  	
  -

  	
  Form of Amended and Restated Guaranty Agreement

  
	
  Exhibit C-1

  	
  -

  	
  Form of Mortgage

  
	
  Exhibit C-2

  	
  -

  	
  Form of Deed of Trust

  
	
  Exhibit D

  	
  -

  	
  [Reserved]

  
	
  Exhibit E-1

  	
  -

  	
  Form of Assignment and Assumption Agreement

  
	
  Exhibit E-2

  	
  -

  	
  Form of Effective Date Assignment and Assumption Agreement

  
	
  Exhibit F

  	
  -

  	
  Form of Opinion of Sonnenschein Nath & Rosenthal

  
	
  Exhibit G

  	
  -

  	
  [Reserved]

  
	
  Exhibit H

  	
  -

  	
  [Reserved]

  
	
  Exhibit I

  	
  -

  	
  [Reserved]

  
	
  Exhibit J

  	
  -

  	
  Form of Compliance Certificate

  
	
  Exhibit K

  	
  -

  	
  Form of Request for Issuance

  
	
  Exhibit L

  	
  -

  	
  Form of Borrower’s Solvency Certificate

  
	
  Exhibit M

  	
  -

  	
  Form of Guarantor’s Solvency Certificate

  
					



 


iii

















 


THIRD AMENDED AND RESTATED
CREDIT AGREEMENT dated as of December 22, 2003 among YOUNG BROADCASTING INC., a
Delaware corporation (the “Borrower”),
the banks and other financial institutions (the “Banks”) listed on the signature pages
hereof, DEUTSCHE BANK TRUST COMPANY AMERICAS (as successor to Bankers Trust
Company (“DB”)),
as Administrative Agent and Collateral Agent for the Lenders hereunder and as
Issuing Bank, WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), as
Syndication Agent for the Lenders hereunder, and Deutsche Bank Securities, Inc.
and Wachovia Capital Markets, L.L.C., as Joint Exclusive Book-Runners and Lead
Arrangers.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower and
certain financial institutions are parties to a Second Amended and Restated
Credit Agreement dated as of June 26, 2000, as amended (the “Original Existing Credit Agreement”);
and


 


WHEREAS, immediately prior
to the execution hereof, the Old Lenders (as defined herein) have assigned all
of their rights and obligations under the Original Existing Credit Agreement to
the Banks pursuant to the Effective Date Assignment and Assumption Agreement
(as defined herein), upon the terms and subject to the conditions set forth
therein; and


 


WHEREAS, the Borrower has
entered into two Purchase Agreements each dated as of December 12, 2003 (the “New Notes Purchase Agreements”)
with Deutsche Bank Securities, Inc. (“DBSI”) and Wachovia Securities, Inc. (“WSI” and, together
with DBSI, the “Initial
Purchasers”) under which the Borrower will issue and sell to the
Initial Purchasers $90.0 million aggregate principal amount of 81⁄2% Senior Notes
due 2008 (the “New
Senior Notes”) and $140.0 million aggregate principal amount of
83⁄4% Senior Subordinated Notes due 2014 (the “New Subordinated Notes” and, together
with the New Senior Notes, the “New Notes”); and


 


WHEREAS, the Borrower has
requested the Banks party hereto to make available to the Borrower a revolving
credit facility in an aggregate amount of $250,000,000 (to be reduced as
provided herein); and


 


WHEREAS, subject to terms
and conditions herein, the Banks have agreed to make Revolving Facility
Commitments (as defined below) in the aggregate amount of $250,000,000 (to be
reduced as provided herein); and


 


WHEREAS, the parties hereto
therefore wish to provide for the foregoing by amending the Original Existing
Credit Agreement to, among other things, change the amount and type of credit
available thereunder and amend certain of the other provisions thereof, and, in
that connection, wish to amend and restate the Original Existing Credit
Agreement in its entirety; and


 


WHEREAS, in order to set
forth in one document, for the convenience of the parties, the text of the
Original Existing Credit Agreement as amended by the amendments to be made upon
the effectiveness hereof, the parties wish to amend and restate the Original
Existing Credit Agreement in its entirety as set forth below; and


 


WHEREAS, the Borrower
intends that, for purposes of the Borrower’s indentures, the New Notes shall
constitute a partial replacement of the Original Existing Credit Agreement, as
amended and restated hereby;


 


NOW, THEREFORE, the parties
hereto agree as follows:


 

















 


ARTICLE 1


 


DEFINITIONS AND ACCOUNTING
TERMS


 


Certain Defined Terms.  As
used in this Agreement, the following terms shall have the following meanings
(such meanings to be equally applicable to both the singular and plural forms
of the terms defined):


 


“Adjusted CD Rate Advance”
means an Advance which bears interest as provided in Section 2.05(b).


 


“Administrative Agent”
means DB in its capacity as Administrative Agent for the Lenders hereunder, and
its successors in such capacity.


 


“Administrative Questionnaire”
means (i) with respect to each Lender listed on the signature pages hereof, the
administrative questionnaire in the form submitted to such Lender by the
Administrative Agent and submitted to the Administrative Agent (with a copy to
the Borrower) duly completed by such Lender on or before the Effective Date and
(ii) with respect to each other Lender, the Assignment and Assumption Agreement
for such Lender as an Assignee.


 


“Advance” means an
Incremental Term Loan Advance or a Revolving Advance, each of which may be an
Adjusted CD Rate Advance, a Base Rate Advance or a Eurodollar Rate Advance
(each of which shall be referred to as a “Type” of Advance).


 


“Affiliate” means,
with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person.  The term “control” means the possession, directly
or indirectly, of the power, whether or not exercised, to direct or cause the
direction of the management or policies of any Person, whether through
ownership of voting securities, by contract or otherwise.


 


“Agents” means the
Administrative Agent, the Syndication Agent, the Collateral Agent or any
combination of the foregoing as the context may require, and “Agent” means any one
of the foregoing.


 


“Agreement” means the
Original Existing Credit Agreement, as amended and restated by this Third
Amended and Restated Credit Agreement and as thereafter further amended or
otherwise modified from time to time.


 


“Applicable Lending Office”
means, with respect to each Lender, such Lender’s Domestic Lending Office in
the case of a Base Rate Advance, such Lender’s CD Lending Office in the case of
an Adjusted CD Rate Advance, and such Lender’s Eurodollar Lending Office in the
case of a Eurodollar Rate Advance.


 


“Asset Operating Cash Flow”
means with respect to each Asset Sale, the portion of Operating Cash Flow for
the twelve months immediately preceding such Asset Sale that is attributable to
the asset, property or business being disposed of pursuant to such Asset Sale.


 


“Asset Purchase” means
an acquisition by the Borrower or any of its Subsidiaries of (i) all or
substantially all of the assets of any Person (other than the Borrower or any
of its Subsidiaries) or (ii) property and assets of any Person (other than the
Borrower or any of its Subsidiaries), in each case comprising a television
station or a business incidental thereto.


 


2

















 


“Asset Sale” means any
sale, lease, assignment, transfer or other disposition by the Borrower or any
of its Subsidiaries of any asset, property or business (including, without
limitation, receivables and leasehold interests) whether now owned or hereafter
acquired, but excluding dispositions of inventory in the ordinary course of
business.


 


“Assignee” has the
meaning specified in Section 8.07(c).


 


“Assignment and Assumption Agreement”
means an Assignment and Assumption Agreement entered into by a Lender and an
Assignee, and accepted by the Administrative Agent and consented to by the
Borrower (if required), in substantially the form of Exhibit E-1.


 


 “Availability
Date” means the date on which the conditions set forth in
Section 3.04 shall have been satisfied or waived in accordance with Section
8.01.


 


“Availability Date Transactions”
means, collectively, the availability of Advances under this Agreement and the
other Loan Documents (except for any Interest Rate Protection Agreements).


 


“Banks” has the
meaning specified in the preamble to this Agreement.


 


“Base Rate” means, for
any day, a rate per annum equal to the higher of (i) the Prime Rate for such
day and (ii) the sum of 1⁄2 of 1% plus the Federal Funds Rate for such day.


 


“Base Rate Advance”
means an Advance which bears interest as provided in Section 2.05(a).


 


“Base Rate Margin”
means a rate per annum equal to the Base Rate plus
2.25%.


 


“Borrower” has the
meaning specified in the preamble to this Agreement.


 


“Borrower Pledge Agreement”
means the Amended and Restated Borrower Pledge Agreement dated as of June 26,
2000 between the Borrower and the Collateral Agent, and each other pledge
agreement entered into by the Borrower pursuant hereto, in substantially the
form of Exhibit B-1, in each case as the same has been or may be amended or
otherwise modified from time to time.


 


“Borrower Security Agreement”
means the Borrower Security Agreement dated as of June 26, 2000 between the
Borrower and the Collateral Agent, and each other security agreement entered
into by the Borrower pursuant hereto, in substantially the form of Exhibit B-2,
in each case as the same has been or may be amended or otherwise modified from
time to time.


 


“Borrowing” means an
Incremental Borrowing or a Revolving Facility Borrowing made or Converted on
the same day by the Lenders.


 


“Capital Expenditures”
means, for any period, the aggregate of all expenditures by the Borrower and
its Subsidiaries for property, plant and equipment (including renewals,
improvements, replacements and capitalized repairs) during such period, and all
Capital Leases entered into during such period, which would be reflected as
additions to property, plant or equipment (other than as a result of a
Permitted Acquisition) on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with generally accepted accounting
principles.


 


“Capital Lease” means
any lease which is or should be, in accordance with generally accepted
accounting principles, recorded as a capital lease.


 


3

















 


“Capital Lease Obligations”
means, with respect to any lease of property which in accordance with generally
accepted accounting principles should be capitalized on the lessee’s balance
sheet or for which the amount of the assets and liabilities thereunder, if so
capitalized, should be disclosed in a note to such balance sheet, the amount of
the liability which should be so capitalized or disclosed.


 


“CD Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“CD Lending Office” opposite its name in its Administrative Questionnaire (or,
if no such office is specified, its Domestic Lending Office) or such other
office of such Lender as such Lender may from time to time specify to the
Borrower and the Administrative Agent.


 


“CD Rate Margin” means
a rate per annum equal to the CD Rate plus
3.375%.


 


“CD Reference Banks”
means DB and Wachovia.


 


“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(42 U.S.C. Sections 9601 et seq.),
as amended from time to time, and regulations promulgated thereunder.


 


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


 


“Collateral” means,
collectively, the “Collateral” as defined in the Security Agreements, the
“Collateral” as defined in the Pledge Agreements, the “Trust Property” and
“Mortgaged Property” described in the Mortgages and all other property and
assets of the Borrower or any Guarantor to which any Collateral Document
relates.


 


“Collateral Agent”
means DB in its capacity as the secured party, mortgagee, beneficiary or
grantee under the various pledge and security agreements, mortgages and other
Collateral Documents executed and delivered by the Borrower and its
Subsidiaries in connection with this Agreement.


 


“Collateral Documents”
means the Security Agreements, the Pledge Agreements and the Mortgages,
including without limitation the agreements, documents and instruments listed
on Schedule 1.01-1.


 


“Communications Act”
means the Communications Act of 1934, as amended from time to time, and the
regulations promulgated thereunder.


 


“Compliance Certificate”
means, as of any date, a certificate of the chief financial officer of the
Borrower substantially in the form of Exhibit J.


 


“Consolidated” refers
to the consolidation of accounts of the Borrower and its Subsidiaries in
accordance with generally accepted accounting principles, including principles
of consolidation.


 


“Convert”, “Conversion” and “Converted” each refer
to a conversion of Advances of one Type into Advances of another Type pursuant
to Section 2.15 or 2.17.


 


“CTSI” means Community
Television Service, Inc., a South Dakota corporation.


 


“Debt” of any Person
means at any date, without duplication, (i) all obligations of such Person for
borrowed money or to pay the deferred purchase price of property or services
(including, without limitation, all obligations, contingent or otherwise, of
such Person in connection with letter of credit


 


4

















 


facilities, acceptance facilities or other
similar facilities and in connection with any agreement to purchase, redeem,
exchange, convert or otherwise acquire for value any capital stock of such
Person, but excluding all amounts payable with respect to Programming
Liabilities), (ii) all obligations of such Person evidenced by bonds, notes,
debentures or other similar instruments, (iii) all obligations created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), (iv) all obligations of
such Person under Capital Leases, (v) all Debt of any other entity of the type
referred to in clause (i), (ii), (iii) or (iv) above secured by (or for which
the holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien upon or in property (including, without limitation,
accounts and contract rights) owned by such Person, even though such Person has
not assumed or become liable for the payment of such Debt, (vi) all equity
securities of such Person subject to repurchase or redemption other than at the
sole option of such Person, valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends, (vii) all
Guaranteed Debt of such Person, (viii) all liabilities incurred by the Borrower
or any ERISA Affiliate to the PBGC upon the termination under Section 4041 or
Section 4042 of ERISA of any Plan, (ix) all Withdrawal Liabilities of such
Person or any of its ERISA Affiliates, (x) all increases in the amount of
contributions required to be made by the Borrower and its ERISA Affiliates in
each fiscal year of the Borrower to Multiemployer Plans, due to the
reorganization or termination of any such Multiemployer Plan within the meaning
of Title IV of ERISA, over the average annual amount of such contributions
required to be made during the last 3 years preceding such reorganization or
termination and (xi) the aggregate amount of Derivatives Obligations of such
Person; provided that for the
purposes of calculating Debt to determine the Debt to Operating Cash Flow Ratio
(for purposes other than compliance with the last provision of Section 5.02(b))
and Senior Secured Debt to Operating Cash Flow Ratio, Debt shall be reduced by
the lesser of (A) the aggregate amount of cash plus Temporary Cash Investments
held by the Borrower or any Guarantor (excluding Permitted Acquisition
Deposits) on the date of determination and (B) $50,000,000.


 


“Debt to Operating Cash Flow Ratio”
means, as of any day, the ratio of (i) the aggregate unpaid Consolidated
principal amount of all Debt of the Borrower and its Subsidiaries on such day
to (ii) Operating Cash Flow of the Borrower and its Subsidiaries for the twelve
consecutive calendar months then most recently ended or ending on such day.


 


“Default” means any
Event of Default or any event that would constitute an Event of Default but for
the requirement that notice be given or time elapse or both.


 


“Derivatives Obligations”
of any Person means all obligations of such Person in respect of any rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.


 


“Designated Lender”
means, with respect to any Designating Lender, an SPC designated by it pursuant
to Section 8.07(e) as a Designated Lender for purposes of this Agreement.


 


“Designating Lender”
means, with respect to each Designated Lender, the Lender that designated such
Designated Lender pursuant to Section 8.07(e).


 


“Disclosed Litigation”
has the meaning specified in Section 4.01(h).


 


5

















 


“Domestic Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks
in New York City are authorized by law to close.


 


“Domestic Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Domestic Lending Office” opposite its name in the Administrative Questionnaire
or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent.


 


“Effective Date” means
the date of execution and delivery of this Agreement.


 


“Effective Date Assignment and
Assumption Agreement” means the Assignment and Assumption
Agreement, dated as of the date of this Agreement, the assignments under which
have become effective on the Effective Date immediately prior to the execution
hereof, among the Old Lenders, as Assignors, the Banks, as Assignees, the
Borrower and the Administrative Agent, substantially in the form of Exhibit
E-2.


 


“Effective Time” means
the time on the Effective Date at which the amendment and restatement of the
Original Existing Credit Agreement to be effected by this Agreement shall
become effective, in accordance with the provisions of Section 3.02.


 


“Environmental Laws”
means any and all applicable federal, state, local and foreign statutes, laws,
judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
codes, plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and governmental restrictions, whether now or hereafter in effect,
relating to human health, the environment or to emissions, discharges or
releases of pollutants, contaminants, Hazardous Materials or wastes into the
environment, including ambient air, surface water, ground water or land, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of pollutants,
contaminants, Hazardous Materials or wastes or the clean-up or other
remediation thereof.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.  References to sections or parts of ERISA as
in effect on the date hereof include corresponding successor provisions after
the date hereof.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) which is a member of
a group of which the Borrower is a member or which is under common control with
the Borrower within the meaning of Section 414 of the Code, and the regulations
promulgated and rulings issued thereunder.


 


“Eurodollar Business Day”
means any Domestic Business Day on which commercial banks are open for
international business (including dealings in dollar deposits) in London.


 


“Eurodollar Lending Office”
means, with respect to any Lender, the office of such Lender specified as its
“Eurodollar Lending Office” opposite its name in its Administrative
Questionnaire (or, if no such office is specified, its Domestic Lending Office)
or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent.


 


“Eurodollar Margin”
means a rate per annum equal to 3.25%.


 


“Eurodollar Rate Advance”
means an Advance which bears interest as provided in Section 2.05(c).


 


6

















 


“Eurodollar Reference Banks”
means the principal London offices of DB and Wachovia.


 


“Events of Default”
has the meaning specified in Section 6.01.


 


“Existing Financing Statements”
has the meaning specified in Section 3.04(b).


 


“Existing or Additional Incremental
Term Loan Lenders” has the meaning specified in Section
2.01(a)(2).


 


“Existing Subordinated Debt”
means the 1996 Subordinated Notes, the 1997 Subordinated Notes and the 2001
Subordinated Notes.


 


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


 


“FCC License” means
any license, permit, certificate of compliance, franchise, approval or
authorization granted or issued by the FCC and owned or held by the Borrower or
any of its Subsidiaries in order to conduct the broadcast operations of a
television station.


 


“Federal Funds Rate”
means, for any day, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Domestic Business Day next succeeding such day; provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Domestic Business Day and so
published on the next succeeding Domestic Business Day, and (ii) if no such
rate is so published on such next succeeding Domestic Business Day, the Federal
Funds Rate for such day shall be the average rate quoted to the Administrative
Agent on such day on such transactions as determined by the Administrative
Agent.


 


“Film Expense” means,
with respect to any accounting period, all amounts which become due and payable
by the Borrower or any of its Subsidiaries during such period in respect of
Programming Liabilities of the Borrower or any of its Subsidiaries, as
determined in accordance with generally accepted accounting principles.


 


“Final Order” means an
action by the FCC that has not been reversed, stayed, enjoined, set aside, or
suspended, and with respect to which no requests are pending for administrative
or judicial review, reconsideration, appeal, or stay, and the time for filing
any such requests and the time for the FCC to set aside the action on its own
motion have expired.


 


“Financing Transactions”
means the entering into of this Agreement, the issuance of the New Notes and
the redemption of the 1996 Subordinated Notes and 1997 Subordinated Notes.


 


“Fiscal Quarter” means
a fiscal quarter of the Borrower consisting of a calendar quarter ending on
March 31, June 30, September 30 or December 31, as the case may be.


 


“Fiscal Year” means a
fiscal year of the Borrower consisting of a calendar year ending on December
31.


 


“Fixed Rate Advances”
means Adjusted CD Rate Advances or Eurodollar Rate Advances or any combination
thereof.


 


7

















 


“Fixed Rate Borrowing”
means a borrowing consisting of Adjusted CD Rate Advances or Eurodollar Rate
Advances made on the same day by the Lenders.


 


“Fronting Fee” has the
meaning specified in Section 2.06(e).


 


“Guaranteed Debt” of
any Person means all Debt referred to in clause (i), (ii), (iii) or (iv) of the
definition of “Debt” in this section guaranteed directly or indirectly in any
manner by such Person, or in effect guaranteed directly or indirectly by such
Person through an agreement (i) to pay or purchase such Debt or to advance or
supply funds for the payment or purchase of such Debt, (ii) to purchase, sell
or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such Debt
or to assure the holder of such Debt against loss, (iii) to supply funds to, or
in any other manner invest in, the debtor (including any agreement to pay for
property or services irrespective of whether such property is received or such
services are rendered) or (iv) otherwise to assure a creditor against loss.


 


“Guarantor” means each
of the Subsidiaries of the Borrower listed on Schedule 4.01(a) and each of the
Subsidiaries of the Borrower which shall become a Guarantor in accordance with
this Agreement (including Section 5.02(f)).


 


“Guarantor Pledge Agreements”
means (i) each Amended and Restated Pledge Agreement dated as of June 26, 2000
between each Guarantor and the Collateral Agent, each as amended to the date
hereof and (ii) each other pledge agreement entered into by any Guarantor
pursuant to this Agreement substantially in the form of Exhibit B-3 hereto, in
each case as further amended from time to time.


 


“Guarantor Security Agreements”
means, collectively, (i) each Amended and Restated Guarantor Security Agreement
dated as of June 26, 2000 between each Guarantor and the Collateral Agent, each
as amended to the date hereof and (ii) each other security agreement entered
into by any Guarantor pursuant to this Agreement substantially in the form of
Exhibit B-4.


 


“Guaranty Agreement”
means the Third Amended and Restated Guaranty Agreement dated as of the date
hereof, among the Borrower, each of the Guarantors and the Administrative
Agent, substantially in the form of Exhibit B-5.


 


“Hazardous Materials”
means (i) any “hazardous substance” as defined in CERCLA; (ii) asbestos; (iii)
polychlorinated biphenyls; (iv) petroleum, its derivatives, by-products and
other hydrocarbons; and (v) any other toxic, radioactive, caustic or otherwise
hazardous substance regulated under Environmental Laws.


 


“Incremental Term Loan Advance”
has the meaning specified in Section 2.01(a).


 


“Incremental Term Loan Borrowing”
means a borrowing consisting of Incremental Term Loan Advances made or
Converted on the same day by the Lenders choosing to enter Incremental Term
Loans.


 


“Incremental Term Loan Maturity Date”
means a date to be determined at the time of the Incremental Term Loan
Borrowing among Borrower, the Administrative Agent and the parties agreeing to
provide the credit; provided, however, that the Incremental Term Loan
Maturity Date shall be no earlier than six months after the latest possible
Revolving Facility Termination Date.


 


“Independent Public Accountants”
means Ernst & Young LLP or  another
independent public accounting firm of nationally recognized standing reasonably
acceptable to the Majority Lenders.


 


8

















 


“Insufficiency” means,
with respect to any Plan, the amount, if any, by which the present value of the
accrued benefits under such Plan, as determined using the actuarial assumptions
then used for the purpose of determining the contributions to be made to such
Plan, exceeds the fair market value of the assets of such Plan allocable to
such benefits.


 


“Interest Period”
means:  (i) with respect to each
Eurodollar Rate Advance, the period commencing on the date of such Borrowing
and ending 1, 2, 3 or 6 months thereafter, as the Borrower may elect in the
applicable Notice of Borrowing or Notice of Interest Rate Election; provided that:


 


(a)           any Interest Period which would
otherwise end on a day which is not a Eurodollar Business Day shall be extended
to the next succeeding Eurodollar Business Day unless such Eurodollar Business
Day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Eurodollar Business Day;


 


(b)           any Interest Period which begins on
the last Eurodollar Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall, subject to clause (c) below, end on the last
Eurodollar Business Day of a calendar month; and


 


(c)           if any Interest Period includes a
date on which a payment of principal of the Advances is required to be made
under any mandatory repayment provision of this Agreement but does not end on
such date, then (i) the principal amount (if any) of each Eurodollar Rate
Advance required to be repaid on such date shall have an Interest Period ending
on such date and (ii) the remainder (if any) of each such Eurodollar Rate
Advance shall have an Interest Period determined as set forth above; and


 


(ii) with respect to each Adjusted CD Rate
Advance, the period commencing on the date of such Borrowing and ending 30, 60,
90 or 180 days thereafter, as the Borrower may elect in the applicable Notice of
Borrowing or Notice of Interest Rate Election; provided
that:


 


(a)           any Interest Period (other than an
Interest Period determined pursuant to clause 
(b)(i) below) which would otherwise end on a day which is not a
Eurodollar Business Day shall be extended to the next succeeding Eurodollar
Business Day; and


 


(b)           if any Interest Period includes a
date on which a payment of principal of the Advances is required to be made
under any mandatory repayment provision of this Agreement but does not end on
such date, then (i) the principal amount (if any) of each Adjusted CD Rate
Advance required to be repaid on such date shall have an Interest Period ending
on such date and (ii) the remainder (if any) of each such Adjusted CD Rate
Advance shall have an Interest Period determined as set forth above.


 


“Interest Rate Protection Agreement”
means any interest rate cap agreement, interest rate swap agreement and any
other interest rate protection agreement between the Borrower and any Person
that is a Lender or any Affiliate of any Lender on conditions acceptable to the
Agents (such acceptance of the Agents not to be unreasonably denied) and in
accordance with Section 5.02(s), as such agreement may be amended from time to
time with the consent (not to be unreasonably withheld) of the Agents.


 


“Interim Revolving Facility
Commitment” means, with respect to each Lender, the amount set
forth opposite such Lender’s name on Appendix I hereto under the caption
“Interim Revolving Credit Facility Commitment.”


 


9

















 


“Interim Revolving Facility
Termination Date” means the earlier of (i) the date of issuance
of the New Notes, or (ii) 5:01 p.m. on December 30, 2003.


 


“Issuing Bank” means
DB and any of its affiliates including but not limited to Deutsche Bank AG, New
York Branch, as the issuers of a Letter of Credit.


 


“KLFY Partnership”
means KLFY, L.P., a Delaware limited partnership of which YB of Louisiana is
the sole general partner and of which LAT is the sole limited partner and which
is governed by the KLFY Partnership Agreement.


 


“KLFY Partnership Agreement”
means the Agreement of Limited Partnership of KLFY, L.P. dated as of December
29, 1989 by and among YB of Louisiana and LAT, as the same may be amended from
time to time.


 


“LAT” means LAT, Inc.,
a Delaware corporation and wholly owned subsidiary of the Borrower.


 


“Lead Arrangers” means
Deutsche Bank Securities, Inc. and Wachovia Capital Markets, L.L.C.


 


“Leaseholds” means all
of the right, title and interest of the Borrower or any of its Subsidiaries in,
to and under any leases, licenses or other agreements granting to the Borrower
or any of its Subsidiaries, directly or indirectly, rights to enter, occupy or
use any land, improvements and fixtures, including, without limitation, the “Ground
Leases” as described in certain of the Mortgages.


 


“Lender Share” means,
with respect to any Lender, the aggregate outstanding amount of such Lender’s
Incremental Term Loan Advances and Revolving Facility Commitments (or, if the
Revolving Facility Commitments shall have been terminated, the aggregate
outstanding amount of such Lender’s Revolving Advances and Letter of Credit
Obligations).


 


“Lenders” means the
Banks listed on the signature pages hereof and each Assignee that shall become
a party hereto pursuant to Section 8.07.


 


“Letter of Credit Fee”
has the meaning specified in Section 2.06(e).


 


“Letter of Credit Obligations”
means, for any Lender and at any time, the sum of (x) the amounts then owing to
such Lender (including in its capacity as the Issuing Bank) under Section 2.10
to reimburse it in respect of amounts drawn under Letters of Credit and (y)
such Lender’s ratable participation in the aggregate amount then available for
drawing under all Letters of Credit, calculated in accordance with Section
2.10.


 


“Letters of Credit”
has the meaning specified in Section 2.10.


 


“Lien” means, with respect to any asset, any
mortgage, deed of trust, pledge, lien, charge, security interest or encumbrance
of any kind, or any other type of preferential arrangement that has the
practical effect of creating a security interest in respect of such asset. For
the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed
to own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under a conditional sale agreement, capital
lease or other title retention agreement relating to such asset.


 


10

















 


“Loan Documents” means
this Agreement, the Notes, the Guaranty Agreement, the Collateral Documents and
any Interest Rate Protection Agreements and all agreements, documents and
instruments executed and delivered in connection with any Letter of Credit, in
each case as the same may hereafter be amended or otherwise modified from time
to time.


 


“Loan Party” means
each of the Borrower and each Guarantor.


 


“Major Casualty Proceeds”
means (i) the aggregate insurance proceeds received in connection with one or
more related events by the Borrower or any of its Subsidiaries under any
insurance policy maintained to cover losses with respect to tangible real or
personal property or improvements or losses from business interruption or (ii)
any award or other compensation with respect to any condemnation of property
(or any transfer or disposition of property in lieu of condemnation) received
by the Borrower or any of its Subsidiaries, if the amount of such aggregate
insurance proceeds or award or other compensation exceeds $1,000,000.


 


“Majority Lenders”
means Lenders under this Agreement having at least 51% of the aggregate amount
of Lender Shares for all Lenders under this Agreement.


 


“Material Financial Obligations”
means a principal or face amount of Debt and/or payment obligations in respect
of Derivatives Obligations of the Borrower and/or one or more of its
Subsidiaries, arising in one or more related or unrelated transactions,
exceeding in the aggregate $1,000,000.


 


“Maturity Date” means
the latest to occur of the Incremental Term Loan Maturity Date, the Revolving
Facility Termination Date and the date when all Incremental Term Loan Advances,
Revolving Advances and Letter of Credit Obligations shall have terminated or
been repaid in full.


 


“Mortgage Amendment”
means, with respect to each Mortgage executed pursuant to the Original Existing
Credit Agreement, an amendment and restatement thereof dated on or prior to the
Availability Date providing for the securing of the Advances under this
Agreement.


 


“Mortgages” means the
mortgages and deeds of trust listed on Schedule 1.01-1, in each case as amended
on or prior to the Availability Date by the relevant Mortgage Amendment and any
other mortgages, deeds of trust or similar instruments in substantially the
form of Exhibit C-1 hereto for a mortgage and Exhibit C-2 hereto for a deed of
trust executed from time to time pursuant hereto, as the same may be amended or
otherwise modified from time to time.


 


“Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which
the Borrower or any ERISA Affiliate is making or accruing an obligation to make
contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions, including for these purposes any
Person that ceased to be an ERISA Affiliate during such five year period.


 


“Multiple Employer Plan”
means an employee benefit plan, other than a Multiemployer Plan, subject to
Title IV of ERISA to which the Borrower or any ERISA Affiliate, and at least
one employer other than the Borrower or an ERISA Affiliate, are making or
accruing an obligation to make contributions or, in the event that any such
plan has been terminated, to which the Borrower or any ERISA Affiliate made or
accrued an obligation to make contributions during any of the five plan years
preceding the date of termination of such plan, including for these purposes
any Person that ceased to be an ERISA Affiliate during such five year period.


 


“NAIC” means the
National Association of Insurance Commissioners.


 


11

















 


“Net Income” means,
for any accounting period, net income (or net deficit, as the case may be), as
determined in accordance with generally accepted accounting principles.


 


“Net Proceeds” means,
with respect to any issuance by the Borrower of any equity securities,
Permitted Senior Unsecured Debt or Permitted Subordinated Debt or any Permitted
Asset Sale by any Loan Party, an amount equal to the net cash proceeds received
by the Borrower or such Loan Party with respect to such equity securities,
Permitted Senior Unsecured Debt or Permitted Subordinated Debt or pursuant to
such Permitted Asset Sale, as the case may be, less (without duplication) any
fees and other expenses relating thereto reasonably incurred by the Borrower or
such Loan Party in connection therewith.


 


“Net Working Investment”
means at any date (x) the Consolidated current assets of the Borrower and its
Subsidiaries (excluding cash, short-term investments and Television Film
Exhibition Rights) minus (y) the
Consolidated current liabilities of the Borrower and its Subsidiaries
(excluding Programming Liabilities and principal of and interest on Debt), all
determined as of such date. Net Working Investment at any date may be a
positive or negative number. Net Working Investment increases when it becomes
more positive or less negative and decreases when it becomes less positive or
more negative.


 


“New Notes” has the
meaning specified in the third recital to this Agreement.


 


“New Notes Documents”
means the New Senior Note Documents and the New Senior Subordinated Note
Documents.


 


“New Notes Financings”
means the issuance of the New Notes pursuant to the New Notes Documents.


 


“New Senior Note Documents”
means the New Senior Notes and the Indenture dated December 7, 2001, among the
Borrower, as issuer, each of the Subsidiaries of the Borrower named therein as
the Initial Guarantors, as guarantors thereunder, and First Union National
Bank, as trustee.


 


“New Senior Notes” has
the meaning specified in the third recital to this Agreement.


 


“New Subordinated Note Documents”
means the New Subordinated Notes and the Indenture to be entered into relating
thereto, among the Borrower, as issuer, each of the Subsidiaries of the
Borrower named therein as the Initial Guarantors, as guarantors thereunder, and
Wachovia Bank, N.A., as trustee, which Indenture shall be on substantially
similar terms and conditions as those set forth in the section entitled
“Description of Notes” of the offering memorandum dated as of December 12, 2003
relating to the New Subordinated Notes.


 


“New Subordinated Notes”
has the meaning specified in the third recital to this Agreement.


 


“1996 Subordinated Note Documents”
means the 1996 Subordinated Notes and the Indenture dated as of January 1,
1996, as supplemented, among the Borrower, as issuer, each of the Subsidiaries
of the Borrower named therein as the Initial Guarantors, as guarantors
thereunder, and State Street Bank and Trust Company, as trustee.


 


“1996 Subordinated Notes”
means the Borrower’s 9% Senior Subordinated Notes due 2006.


 


12

















 


“1997 Subordinated Note Documents”
means the 1997 Subordinated Notes and the Indenture dated as of June 15, 1997,
as supplemented, among the Borrower, as issuer, each of the Subsidiaries of the
Borrower named therein as the Initial Guarantors, as guarantors thereunder, and
First Union National Bank, as trustee.


 


“1997 Subordinated Notes”
means the Borrower’s 8 3/4% Senior Subordinated Notes due 2007.


 


“Non-Cash Expenses”
means, for any accounting period, expenses properly attributable to such period
for depreciation, amortization (including amortization of film rights) and
other non-cash items as determined in accordance with generally accepted
accounting principles; provided
that Non-Cash Expenses shall include amortization of transaction fees and
expenses incurred in connection with the Financing Transactions (as defined
herein) and non-cash compensation (including stock and stock option grants)
provided to employees and directors of the Borrower or any of its Subsidiaries.


 


“Notes” means the
Revolving Notes.


 


“Notice of Borrowing”
has the meaning specified in Section 2.02.


 


“Notice of Debt to Operating Cash
Flow Ratio” means (i) until the Borrower delivers a Notice of
Debt to Operating Cash Flow Ratio pursuant to Section 5.03(a), the certificate
delivered by the Borrower pursuant to Section 3.01(d)(2) and (ii) thereafter, a
Notice of Debt to Operating Cash Flow Ratio delivered pursuant to Section
5.03(a).


 


“Notice of Interest Rate Election”
has the meaning specified in Section 2.15.


 


“Obligations” means,
the Advances, Interest Rate Protection Agreements and all other obligations of
the Loan Parties described in any Loan Document.


 


“Old Lenders” means
the Lenders under the Original Existing Credit Agreement as in effect
immediately before the effectiveness of the Assignment and Assumption
Agreement.


 


“Operating Cash Flow”
means, for any accounting period, the amount calculated as follows:


 


Consolidated
Net Income for such period,


 


	
  plus

  	
  to the extent deducted in
  determining such Consolidated Net Income, Consolidated Non-Cash Expenses and
  any other extraordinary non-cash losses (including any losses from the sale
  of assets) for such period,

  
	
   

  	
   

  
	
  plus

  	
  Total Interest Expense
  (net of interest income),

  
	
   

  	
   

  
	
  plus

  	
  Consolidated income tax
  expense for such period,

  
	
   

  	
   

  
	
  minus

  	
  all cash payments in
  respect of income taxes by the Borrower or any of its Subsidiaries during
  such period,

  
	
   

  	
   

  
	
  minus

  	
  to the extent included in
  Consolidated Net Income for such period, any extraordinary non-cash gains
  (including gains from the sale of assets) for such period,

  
	
   

  	
   

  
	
  minus

  	
  Consolidated cash payments
  of Film Expense made during such period,

  



 


13

















 


all determined in accordance with generally
accepted accounting principles; provided
that if any Permitted Acquisition occurs during such accounting period, the
calculation of Operating Cash Flow for such accounting period shall give
effect, on a Pro Forma Basis, to the items set forth above for periods during
such accounting period but prior to the closing date for such Permitted
Acquisition, to the extent such items are properly attributable to the acquired
assets or properties, related costs or expenses or the financing therefor.


 


“Original Existing Credit Agreement”
has the meaning specified in the first recital to this Agreement.


 


“Parent” means, with
respect to any Lender, any Person controlling such Lender.


 


“Participant” has the
meaning specified in Section 8.07(b).


 


“Payment Date” means the
last day of each March, June, September and December (or, if such day is not a
Domestic Business Day, the next succeeding Domestic Business Day), commencing
with the first such date occurring after the Availability Date.


 


“PBGC” means the
Pension Benefit Guaranty Corporation.


 


“Permitted Acquisition”
means an acquisition by any one or more wholly-owned Subsidiaries of the
Borrower of any one or more television stations or of any one or more
businesses incidental to the ownership and operation of television stations
(which shall include any television representation business), or an acquisition
by the Borrower or any one or more wholly-owned Subsidiaries of the Borrower of
all of the capital stock of a corporation principally engaged in owning one or
more television stations or one or more businesses incidental to the ownership
and operation of such television stations; provided
that:


 


(a)           at least ten (10) days prior to the
closing date for such acquisition, the Borrower shall have delivered to each of
the Lenders (i) a Compliance Certificate, as of the most recent date for
compliance prior to the date of such certificate, and also demonstrating that
the Debt to Operating Cash Flow Ratio as of such date would be less than 7.0x,
in all cases after giving effect on a Pro Forma Basis to such acquisition, and
(ii) a report of the chief financial officer of the Borrower, in a form and
providing sufficient detail and justification for the information provided
therein, including assumptions, as shall be found to be reasonable by each of
the Agents in its sole good faith discretion, after completion of reasonable
due diligence, establishing that, after giving effect to such acquisition and
the financing therefor, the Borrower shall be in compliance at the end of each
fiscal year until the Maturity Date with the covenants contained in Sections
5.01(l), 5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g) and
5.02(h);


 


(b)           at the time of such acquisition, no
Default is then continuing or would result therefrom; and


 


(c)           at the time of such acquisition, the
stock of any new Subsidiaries of the Borrower acquired or created in connection
therewith or resulting therefrom shall be pledged to the Administrative Agent
for its benefit and the benefit of the Lenders, each of such new Subsidiaries
shall become a Guarantor hereunder and each of such new Subsidiaries shall
grant liens and security interests in all of its assets to the Administrative
Agent for its benefit and the benefit of the Secured Parties, all as more fully
set forth in Section 3.06.


 


14

















 


“Permitted Acquisition Deposit”
means a deposit made by the Borrower or any of its Subsidiaries pursuant to any
purchase agreement to which it is or is to be a party in connection with an
acquisition that it proposes to make as a Permitted Acquisition; provided that at the time of the making of
such deposit, no Default is then continuing or would result therefrom.


 


“Permitted Acquisition Mortgage”
has the meaning specified in Section 3.06(e)(5).


 


“Permitted Asset Sale”
means any Asset Sale by the Borrower or any of its Subsidiaries (a) where the
Net Proceeds of such Asset Sale, when added to the Net Proceeds of any related
Asset Sales, are less than $1,500,000, unless such Asset Sale is the
disposition of property and assets comprising a television station or a
business incidental thereto; or (b) where the Net Proceeds of such Asset Sale
are greater than or equal to $1,500,000 or such Asset Sale is the disposition
of property and assets comprising a television station or a business incidental
thereto, if (x) before and after giving effect thereto no Default shall have
occurred and be continuing; (y) except in the case of a Qualifying FCC-Mandated
Sale, the aggregate total amount of the Asset Operating Cash Flow with respect
to all such Asset Sales since the Effective Date (excluding any Qualifying
FCC-Mandated Sale) constitutes less than fifteen percent (15%) of the greatest
amount of Operating Cash Flow for any consecutive twelve-month period
commencing after the Effective Date; and (z) at least ten (10) days prior to
the date of each such Asset Sale, the Borrower shall have delivered to each of
the Lenders (i) a Compliance Certificate, as of the most recent date for
compliance prior to the date of such certificate, after giving effect on a Pro
Forma Basis to such Asset Sale, and (ii) a report of the chief financial
officer of the Borrower, in a form and providing sufficient detail and
justification for the information provided therein, including assumptions, as
shall be found to be reasonable by each of the Agents in its sole good faith
discretion, after completion of reasonable due diligence, establishing that
after giving effect to such Asset Sale, the Borrower shall be in compliance at
the end of each fiscal year until the Maturity Date with the covenants
contained in Sections 5.01(l), 5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f),
5.02(g) and 5.02(h).


 


“Permitted Debt Repurchase”
means a prepayment, redemption, defeasance or purchase of any Existing
Subordinated Debt, 2001 Senior Notes, New Notes or Permitted Subordinated Debt
to the extent permitted by clause (v) of Section 5.02(h).


 


“Permitted Holders”
means (i) any of Adam Young or Vincent Young; (ii) the spouse, ancestors,
siblings, descendants (including children or grandchildren by adoption) of any
such siblings or the spouse of any of the Persons described in clause (i);
(iii) in the event of the incompetence or death of any of the Persons described
in clauses (i) and (ii), such Person’s estate, executor, administrator,
committee or other personal representative, in each case who at any particular
date shall beneficially own or have the right to acquire, directly or
indirectly, capital stock of the Borrower; (iv) any trusts created for the
benefit of the Persons described in clause (i), (ii) or (iii) or any trust for
the benefit of any such trust; or (v) any Person controlled by any of the
persons described in clause (i), (ii), (iii) or (iv).


 


“Permitted Liens”
means:


 


(i)            Liens for taxes, assessments or
governmental charges or claims the payment of which is not at the time required
by Section 5.01(f);


 


(ii)           statutory Liens of landlords and
Liens of carriers, warehousemen, mechanics and materialmen incurred in the
ordinary course of business for sums not yet due or being contested in good
faith and by appropriate proceedings promptly initiated and diligently
conducted, if a reserve or other appropriate provision, if any, as shall be
required by generally accepted accounting principles shall have been made
therefor;


 


15

















 


(iii)          Liens, other than Liens created by
Section 4068 of ERISA, incurred or deposits made in the ordinary course of
business in connection with workmen’s compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety, customs and appeal bonds, bids, leases,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);


 


(iv)          Liens, securing obligations in an
aggregate amount existing from time to time not to exceed $2,000,000, which
Liens (A) arise in the ordinary course of business, (B) do not secure Debt or
Derivatives Obligations and (C) do not in the aggregate materially detract from
the value of the assets of the Borrower or any of its Subsidiaries or
materially impair the use thereof in the operation of such party’s business;


 


(v)           leases or subleases granted to others
in the ordinary course of business or existing on property at the time acquired
and not interfering with the ordinary conduct of the business of the Borrower
or any of its Subsidiaries;


 


(vi)          Permitted Encumbrances, as defined in
each Mortgage, with respect to the Real Property covered thereby;


 


(vii)         purchase money Liens upon or in any
property acquired or held by the Borrower or any of its Subsidiaries in the
ordinary course of business to secure the purchase price of such property or to
secure Debt incurred solely for the purpose of financing the acquisition of
such property, or Liens existing on such property at the time of its
acquisition, or extensions, renewals or replacements of any of the foregoing
for the same or a lesser amount; provided
that (A) the aggregate amount of the obligations secured by Liens described in
this clause (vii) that are outstanding or existing at any time shall not exceed
$25,000,000 and (B) no such Lien shall extend to or cover any property other
than the property being acquired, and no such extension, renewal or replacement
shall extend to or cover any property not theretofore subject to the Lien being
extended, renewed or replaced; provided
further that Liens on property acquired or held by the Borrower or
any of its Subsidiaries to secure the purchase price of any Asset Purchase or
Permitted Acquisition or to secure Debt incurred for the purpose of financing
any Asset Purchase or Permitted Acquisition are understood not to be Liens
described of a type in this clause (vii);


 


(viii)        Liens existing on the Effective Date and
set forth in Schedule 4.01(i) of this Agreement;


 


(ix)           Liens created by the Collateral
Documents;


 


(x)            one or more attachments or judgment
Liens not exceeding $1,000,000 in the aggregate unless the judgment such Lien
secures shall not, within 30 days after the entry thereof, have been discharged
or execution thereof stayed pending appeal, or shall not have been discharged
within 30 days after the expiration of any such stay;


 


(xi)           Liens created after the Effective Date
upon any Real Property owned by the Borrower or any of its Subsidiaries; provided that (A) such Liens shall be
junior and subordinate to the Liens created by or pursuant to the Loan
Documents, (B) the aggregate amount of the obligations secured by such Liens
shall not at any time exceed $10,000,000 and (C) each of such Liens and such
Liens in the aggregate must not interfere with the ordinary conduct of business
of the Borrower or any of its Subsidiaries; and


 


16

















 


(xii)          Liens securing the Capital Lease
Obligations permitted by clause (D) of Section 5.02(b)(vi);


 


provided that no Lien in favor of the PBGC shall, in
any event, be a “Permitted Lien”; and provided
further that no Lien shall
constitute a Permitted Lien on and after the commencement in respect thereof of
any enforcement, collection, execution, levy or foreclosure proceeding where
such Lien secures any obligation in an amount equal to or exceeding $100,000.


 


“Permitted Senior Unsecured Debt”
means one or more issuances of Debt other than the New Senior Notes and the
2001 Senior Notes in an aggregate principal amount not to exceed the sum of (x)
$110,000,000 and (y) the aggregate principal amount of New Senior Notes and/or
2001 Senior Notes being refinanced thereby for which the Borrower is directly
and primarily liable, but which may be guaranteed by any one or more Guarantors
(provided that any obligations of
any Guarantor in respect thereof are not secured by any Lien), and which (x)
has a maturity date no earlier than six months after the latest possible
maturity date for any Advance outstanding at such time; (y) is not secured by
any Lien; and (z) has terms (including mandatory redemption, covenants and
events of default) in addition to those in clauses (x) and (y) above that are
reasonably satisfactory to the Agents in their sole discretion; provided that at least two (2) Domestic
Business Days prior to the incurrence of such Debt, the Borrower shall have
delivered to each of the Lenders (i) a Compliance Certificate, as of the most
recent date for compliance prior to the date of such certificate, after giving
effect on a Pro Forma Basis to the incurrence of such Debt and (ii) a report of
the chief financial officer of the Borrower, in a form and providing sufficient
detail and justification for the information provided therein, including
assumptions, as shall be found to be reasonable by each of the Agents in its
sole good faith discretion, after completion of reasonable due diligence,
establishing that after giving effect to the incurrence of such Debt, the
Borrower shall be in compliance at the end of each fiscal year until the
Termination Date (determined without regard to any potential but not yet fixed
acceleration thereof or account of any failure to Refinance) with the covenants
contained in Sections 5.01(l), 5.01(o), 5.02(a), 5.02(b), 5.02(d),
5.02(f), 5.02(g) and 5.02(h).


 


“Permitted Senior Unsecured Debt
Documents” means the Permitted Senior Unsecured Debt Indenture
and any other documents governing the Permitted Senior Unsecured Debt.


 


“Permitted Senior Unsecured Debt
Indenture” means the indenture under which notes evidencing the
Permitted Senior Unsecured Debt are issued.


 


“Permitted Subordinated Debt”
means Debt other than Existing Subordinated Debt and the New Subordinated Notes
for which the Borrower is directly and primarily liable, but which may be
guaranteed by any one or more Guarantors (provided
that any obligations of any Guarantor in respect thereof are subordinate to
such Guarantor’s obligations under the Guaranty Agreement to the same extent
and on similar terms as such Guarantor’s obligations in respect of the Existing
Subordinated Debt and the New Subordinated Notes), and which (v) is
subordinated in right of payment to the prior payment in full in cash of all of
the obligations of the Borrower and the Guarantors to pay principal of and
interest on the Notes, all Letter of Credit Obligations and all fees and other
amounts payable hereunder or under any other Loan Document, pursuant to
subordination provisions that are no less favorable to the Lenders than the
subordination provisions for any Existing Subordinated Debt and the New
Subordinated Notes; (w) contains no mandatory redemption provisions which would
require any redemption in circumstances in which the mandatory redemption
provisions for any Existing Subordinated Debt or New Subordinated Notes would
not require redemption of any Existing Subordinated Debt or New Subordinated
Notes, as the case may be; (x) contains financial covenants and events of
default that are no more onerous to the Borrower and its Subsidiaries than the
financial covenants and events of default for any Existing Subordinated Debt
and the New Subordinated Notes; (y) has a maturity date no earlier than six
months after the latest possible maturity date for any Advance outstanding at
such time; and (z) is not secured by any Lien;


 


17

















 


provided that at least two (2) Domestic Business Days
prior to the incurrence of such Debt, the Borrower shall have delivered to each
of the Lenders (i) a Compliance Certificate, as of the most recent date for
compliance prior to the date of such certificate, after giving effect on a Pro
Forma Basis to the incurrence of such Debt, and (ii) a report of the chief
financial officer of the Borrower, in a form and providing sufficient detail
and justification for the information provided therein, including assumptions,
as shall be found to be reasonable by each of the Agents in its sole good faith
discretion, after completion of reasonable due diligence, establishing that
after giving effect to the incurrence of such Debt, the Borrower shall be in
compliance at the end of each fiscal year until the Maturity Date (determined
without regard to any potential but not yet fixed acceleration thereof or
account of any failure to Refinance) with the covenants contained in Sections
5.01(l), 5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g) and 5.02(h).


 


“Person” means an
individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture or other entity, or a
government or any political subdivision or agency thereof.


 


“Plan” means an
employee benefit plan, other than a Multiemployer Plan, (i) which is maintained
for employees of the Borrower or any ERISA Affiliate and subject to Title IV of
ERISA or (ii) which could subject the Borrower or any ERISA Affiliate to
liability under Section 4069 of ERISA in the event that such plan has been or
was to be terminated.


 


“Pledge Agreements”
means the Borrower Pledge Agreement and the Guarantor Pledge Agreements.


 


“Pledged Instruments”
means the Pledged Instruments as defined in the Pledge Agreements and all
Instruments as defined in the Security Agreements.


 


“Pledged Stock” has
the meaning specified in the Pledge Agreements.


 


“Pricing Schedule”
means the Schedule attached hereto and identified as such.


 


“Primary Revolving Facility
Commitment” means, with respect to each Lender, the amount set
forth opposite such Lender’s name on Appendix I hereto under the caption
“Primary Revolving Credit Facility Commitment”.


 


“Prime Rate” means the
rate of interest publicly announced by DB in New York City from time to time as
its Prime Rate.


 


“Pro Forma Basis”
means, at any time, a pro forma basis as agreed among the Borrower and the
Agents at such time.


 


“Programming Liabilities”
means, as to any Person, all obligations of such Person under contracts for the
acquisition of broadcast rights to television programs and films, as determined
in accordance with generally accepted accounting principles.


 


“Quad Cities Joint Venture”
means PCI/RIBCO, the joint venture formed pursuant to the Joint Venture
Agreement dated as of September 30, 1981, between YB of Davenport, as successor
to Palmer Communications Incorporated, and Coronet Communications Company, as
successor to Rock Island Broadcasting Co.


 


18

















 


“Qualified Senior Notes Refinancing”
means any refinancing in full of the New Senior Notes and the 2001 Senior Notes
consummated on or prior to June 15, 2008 with the Net Proceeds of an issuance
of Permitted Senior Unsecured Debt or Permitted Subordinated Debt.


 


“Qualifying FCC-Mandated Sale”
means an Asset Sale by the Borrower or any of its Subsidiaries (a) which is the
disposition of property and assets comprising a television station or a
business incidental thereto, (b) which is required by the FCC as a condition to
or otherwise in connection with a Permitted Acquisition and (c) where Operating
Cash Flow on a Pro Forma Basis for the twelve-month period immediately after
the consummation of both such Asset Sale and the related Permitted Acquisition
is at least ninety-five percent (95%) of the greatest amount of Operating Cash
Flow for any consecutive twelve-month period commencing after the Effective
Date (but prior to the earlier of such FCC-Mandated Sale and such related
Permitted Acquisition).


 


“Real Property” means
all of the Borrower’s and its Subsidiaries’ right, title and interest
(including Leaseholds) in and to land, improvements and fixtures, including,
without limitation, the “Property” described in each of the Mortgages.


 


“Reference Banks”
means the CD Reference Banks or the Eurodollar Reference Banks, as the context
may require, and “Reference
Bank” means any one of such Reference Banks.


 


“Refinance” means,
when used with reference to any Existing Subordinated Debt, 2001 Senior Notes
or New Notes, that the Borrower has repaid in full the outstanding principal
amount, together with accrued interest and any premium, of such (i) Existing
Subordinated Debt, 2001 Senior Notes or New Notes, as the case may be, using
only the proceeds of Permitted Subordinated Debt issued not more than three
months prior to the date of such repayment or (ii) 2001 Senior Notes or New
Senior Notes, as the case may be, using only the proceeds of Permitted Senior
Unsecured Debt issued no more than three months prior to the date of such
repayment; and “Refinancing”
has a corresponding meaning.


 


“Refinancing Permitted Senior
Unsecured Debt” means Permitted Senior Unsecured Debt incurred
by the Borrower, the Net Proceeds of which shall be used at the time of
issuance thereof solely for the prepayment, redemption, defeasance or purchase
of any 2001 Senior Notes or New Senior Notes to the extent permitted by clause
(iv) of Section 5.02(h).


 


“Refinancing Permitted Subordinated
Debt” means Permitted Subordinated Debt incurred by the
Borrower, the Net Proceeds of which shall be used at the time of issuance
thereof solely for the prepayment, redemption, defeasance or purchase of any
Existing Subordinated Debt, New Subordinated Notes or Permitted Subordinated
Debt to the extent permitted by clause (iv) of Section 5.02(h).


 


“Register” has the
meaning specified in Section 8.07(f).


 


“Regulation T” means
Regulation T of the Board of Governors of the Federal Reserve System, as in
effect from time to time.


 


“Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System, as in effect
from time to time.


 


“Related Documents”
means the Subordinated Debt Documents, the Permitted Senior Unsecured Debt
Documents and the New Notes Documents and, in each case, all amendments
thereto.


 


“Request for Issuance”
has the meaning specified in Section 2.10.


 


19

















 


“Restricted Payment”
means (i) any dividend or other distribution on any shares of the Borrower’s
capital stock (except dividends payable solely in shares of its capital stock
of the same class) or (ii) any payment on account of the purchase, redemption,
retirement, defeasance, acquisition, return or distribution with respect to (a)
any shares of the Borrower’s capital stock or (b) any option, warrant or other
right to acquire shares of the Borrower’s capital stock.


 


“Revolving Advance”
has the meaning specified in Section 2.01(b).


 


“Revolving Facility Borrowing”
means a borrowing consisting of Revolving Advances made or Converted on the
same day by the Lenders having Revolving Facility Commitments.


 


“Revolving Facility Commitment”
means, with respect to each Lender, (i) prior to the Interim Revolving Facility
Termination Date, the sum of such Lender’s Interim Revolving Facility
Commitment and Primary Revolving Facility Commitment, and (ii) on and after the
Interim Revolving Facility Termination Date, such Lender’s Primary Revolving
Facility Commitment, in each case as such amount may be reduced or terminated
pursuant to Section 2.07, 2.08, 2.09(a) or 6.01; provided that if at any time a Lender shall have entered
into one or more Assignment and Assumption Agreements, such Lender’s Revolving
Facility Commitment thereafter shall be the amount set forth for such Lender as
its Revolving Facility Commitment in the Register maintained by the Administrative
Agent pursuant to Section 8.07(f), as such amount may be reduced or terminated
pursuant to Section 2.07, 2.08, 2.09(a) or 6.01.


 


“Revolving Facility Percentage”
means, with respect to each Lender at any time, the percentage that its
Revolving Facility Commitment represents of the aggregate amount of the
Revolving Facility Commitments of all Lenders at such time.


 


“Revolving Facility Period”
means the period from the Effective Date to but not including the Revolving
Facility Termination Date.


 


“Revolving Facility Termination Date”
means the earliest of (i) (x) June 15, 2008, if no Qualified Senior Notes
Refinancing has occurred on or prior to such date, or (y) December 15, 2008, if
a Qualified Senior Notes Refinancing has occurred on or prior to June 15, 2008,
(ii) the date of termination in whole of the Revolving Facility Commitments
pursuant to Section 2.08 or 6.01, (iii) January 3, 2005, if the Borrower has
failed to issue the New Notes by December 30, 2003, and (iv) forty-five days
following the date of this Agreement, but only if the Borrower issues the New
Notes but fails to redeem all of the outstanding 1996 Subordinated Notes and
1997 Subordinated Notes on or before such date.


 


“Revolving Note” means
a promissory note issued by the Borrower payable to the order of a Lender, in
substantially the form of Exhibit A-1, evidencing the indebtedness of the
Borrower to such Lender in respect of the Revolving Advances made by such
Lender.


 


“Secured Parties”
means the Secured Parties as defined in the Collateral Documents.


 


“Security Agreements”
means the Borrower Security Agreement and the Guarantor Security Agreements.


 


“Senior Debt” means,
as of any date, the aggregate unpaid principal amount on such date of all Debt
of the Borrower and its Subsidiaries other than the Existing Subordinated Debt,
the New Subordinated Notes and Permitted Subordinated Debt.


 


20

















 


“Senior Debt to Operating Cash Flow
Ratio” means, as of any day, the ratio of Senior Debt as of the last
day of the then ending or most recently ended Fiscal Quarter to Operating Cash
Flow for the four consecutive Fiscal Quarters ending on such last day.


 


“Senior Secured Debt”
means, as of any date, the aggregate unpaid principal amount on such date of all
Debt of the Borrower or any Subsidiary secured by any Lien, other than Debt
secured by a Lien which is junior and subordinate to the Liens created by or
pursuant to the Loan Documents.


 


“Senior Secured Debt to Operating
Cash Flow Ratio” means, as of any day, the ratio of Senior
Secured Debt as of the last day of the then ending or most recently ended
Fiscal Quarter to Operating Cash Flow for the four consecutive Fiscal Quarters
ending on such last day.


 


“Solvency Certificate”
has the meaning specified in Section 3.02(c)(7).


 


“Solvent” means, with
respect to any Person on a particular date, that on such date (i) the fair
value of the property of such Person is greater than the total amount of its
liabilities (including, without limitation, liabilities on all claims, whether
or not reduced to judgment, liquidated, unliquidated, fixed, contingent,
matured, unmatured, disputed, undisputed, legal, equitable, secured or
unsecured) of such Person, (ii) the present fair salable value of the assets of
such Person is not less than the amount that will be required to pay the
probable liability of such Person on its existing debts as they become absolute
and matured, (iii) such Person is able to realize upon its assets and pay its
debts and other liabilities, contingent obligations and other commitments as
they mature in the normal course of business, (iv) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay as such debts and liabilities mature and (v) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in each respective industry in which such person is engaged.


 


“SPC” means a special
purpose corporation that (i) is organized under the laws of the United States
or any state thereof, (ii) is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and (iii)
issues (or the parent of which issues) commercial paper rated at least A-1 or
the equivalent thereof by S&P or at least P-1 or the equivalent thereof by
Moody’s.


 


“Subordinated Debt Documents”
means the 1996 Subordinated Note Documents, the 1997 Subordinated Note
Documents, the 2001 Subordinated Note Documents and the New Subordinated Note
Documents and any notes, indentures and other documents governing any other
Permitted Subordinated Debt, and, in each case, all amendments thereto.


 


“Subsidiary” of any
Person means (i) any corporation of which more than 50% of the outstanding
capital stock having ordinary voting power to elect a majority of the Board of
Directors of such corporation (irrespective of whether or not at the time
capital stock of any other class or classes of such corporation shall or might
have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person, by such Person and one or more
other Subsidiaries, or by one or more other Subsidiaries and (ii) any
partnership, joint venture or similar entity of which the Borrower or any
Subsidiary is, directly or indirectly, a general partner or of which the
Borrower or any Subsidiary has the right, directly or indirectly, by law,
contract or otherwise, to control or to manage the business and affairs,
including without limitation the KLFY Partnership, the WKRN Partnership and the
WATE Partnership; provided that
no Tower Affiliate shall be deemed to be a Subsidiary of the Borrower or of any
of its Subsidiaries.


 


21

















 


“Syndication Agent”
means Wachovia, in its capacity as Syndication Agent for the Lenders hereunder,
and its successors in such capacity.


 


“Television Film Exhibition Rights”
means the asset on the Borrower’s Consolidated balance sheet which, in
accordance with generally accepted accounting principles, should represent
contract rights of the Borrower and its Consolidated Subsidiaries relating to
television film exhibition.


 


“Temporary Cash Investments”
means (i) commercial paper of any corporation incorporated under the laws of
the United States of America or any State thereof rated (x) at least P-1 or its
equivalent by Moody’s Investors Service, Inc. or A1 or its equivalent by
Standard and Poor’s Corporation or (y) at least A3 or its equivalent by Moody’s
Investors Service, Inc. or P-3 or its equivalent by Standard and Poor’s
Corporation if the Senior Debt to Operating Cash Flow Ratio on the date of
acquisition is less than 2.0x, in either case maturing within 270 days of the
date of acquisition thereof, (ii) direct obligations of, or obligations the
principal of or any interest on which are unconditionally guaranteed by, the
United States of America, in each case maturing within one year from the date
of acquisition thereof by the Borrower or any Subsidiary (as the case may be)
and (iii) any time deposit with, including certificates of deposit issued by, a
commercial bank of recognized standing operating in the United States of
America having combined capital and surplus of at least $50,000,000.


 


“Termination Event”
means (i) a “reportable event”, as such term is described in Section 4043 of
ERISA (other than a “reportable event” as to which the 30-day notice
requirement has been waived by the PBGC), or an event described in Section
4068(a) of ERISA, or (ii) the withdrawal of the Borrower or any ERISA Affiliate
from a Multiple Employer Plan during a plan year in which it was a “substantial
employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the
incurrence of liability by the Borrower or any ERISA Affiliate under Section
4064 of ERISA upon the termination of a Multiple Employer Plan, or (iii)
providing notice of intent to terminate a Plan pursuant to Section 4041(a)(2)
of ERISA or the treatment of a Plan amendment as a termination under Section
4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by
the PBGC under Section 4042 or ERISA, or (v) any other event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan.


 


“Total Interest Expense”
means, for any accounting period, the Consolidated amount of all interest charges,
whether expensed or capitalized, including the portion of any obligation under
Capital Leases allocable to interest expense in accordance with generally
accepted accounting principles (after giving effect to all costs of, and
savings realized by, each interest rate swap or cap agreement which the
Borrower may enter into with respect to interest payable on any Debt or any
portion thereof) and all premiums and other amounts that are amortized (other
than interest charges and principal), in each case with respect to any Debt of
the Borrower or any of its Subsidiaries during such period; provided that if any Permitted Acquisition
occurs during such accounting period, the calculation of Total Interest Expense
for such accounting period shall give effect, on a Pro Forma Basis, to the
items set forth above for periods during such accounting period but prior to
the closing date for such Permitted Acquisition, to the extent such items are
properly attributable to the acquired assets or properties, related costs or
expenses or the financing therefor.


 


“Tower Affiliate”
means (i) the Quad Cities Joint Venture, (ii) CTSI and (iii) any other Person
(A) of which the Borrower or any Guarantor shall acquire an ownership interest
as a result of a Permitted Acquisition and (B) of which the sole activity is
the ownership and operation of a transmission tower or towers.


 


22

















 


“Trade Debt” means,
for any accounting period, accounts payable accrued during such period for the
deferred purchase price of property or services (but excluding Film Expense) to
the extent such payables and obligations are not overdue by more than 6 months.


 


“2001 Senior Note Documents”
means the 2001 Senior Notes and the Indenture dated as of December 7, 2001, as
supplemented, among the Borrower, as issuer, each of the Subsidiaries of the
Borrower named therein as the Initial Guarantors, as guarantors thereunder, and
First Union National Bank, as trustee.


 


“2001 Senior Notes”
means the Borrower’s 81⁄2% Senior Notes due 2008.


 


“2001 Subordinated Note Documents”
means the 2001 Subordinated Notes and the Indenture dated as of March 1, 2001,
as supplemented, among the Borrower, as issuer, each of the Subsidiaries of the
Borrower named therein as the Initial Guarantors, as guarantors thereunder, and
First Union National Bank, as trustee.


 


“2001 Subordinated Notes”
means the Borrower’s 10% Senior Subordinated Notes due 2011.


 


“Type” has the meaning
specified in the definition of the term “Advance” contained in this Article 1.


 


“Voting Stock” of any
Person means stock of any class or classes (or equivalent interests), if the
holders of the stock of such class or classes (or equivalent interests) are
ordinarily, in the absence of contingencies, entitled to vote for the election
of a majority of the directors (or persons performing similar functions) of
such Person, even though the right so to vote has been suspended by the
happening of such a contingency.


 


“WATE Partnership”
means WATE, G.P., a Delaware general partnership of which YB of Knoxville and
YBK are the sole general partners and which is governed by the WATE Partnership
Agreement.


 


“WATE Partnership Agreement”
means the Agreement of Partnership of WATE, G.P. dated as of November 10, 1994
between YB of Knoxville and YBK, as the same may be amended from time to time.


 


“Withdrawal Liability”
shall have the meaning given such term under Part I of Subtitle E of Title IV
of ERISA.


 


“WKRN Partnership”
means WKRN, G.P., a Delaware general partnership of which YB of Nashville and
YBT are the sole general partners and which is governed by the WKRN Partnership
Agreement.


 


“WKRN Partnership Agreement”
means the Agreement of Partnership of WKRN, G.P. dated as of December 29, 1989
by and among YB of Nashville and YBT, as the same may be amended from time to
time.


 


“YB of Davenport”
means Young Broadcasting of Davenport, Inc., a Delaware corporation.


 


23

















 


“YB of Knoxville”
means Young Broadcasting of Knoxville, Inc., a Delaware corporation.


 


“YB of Los Angeles”
means Young Broadcasting of Los Angeles, Inc., a Delaware corporation.


 


“YB of Louisiana”
means Young Broadcasting of Louisiana, Inc., a Delaware corporation.


 


“YB of Nashville”
means Young Broadcasting of Nashville, Inc., a Delaware corporation.


 


“YB of Rapid City”
means Young Broadcasting of Rapid City, Inc., a Delaware corporation.


 


“YB of San Francisco”
means Young Broadcasting of San Francisco, Inc., a Delaware corporation.


 


“YB of Sioux Falls”
means Young Broadcasting of Sioux Falls, Inc., a Delaware corporation.


 


“YBK” means YBK, Inc.,
a Delaware corporation and wholly owned subsidiary of the Borrower.


 


“YBT” means YBT, Inc.,
a Delaware corporation and wholly owned subsidiary of the Borrower.


 


SECTION 1.02.      Computation of Time Periods.  In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word
“from” means “from and including” and the words “to” and “until” each mean “to
but excluding”.


 


SECTION 1.03.      Accounting Terms.  Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required
to be delivered hereunder shall be prepared in accordance with generally
accepted accounting principles as in effect from time to time, applied on a
basis consistent (except for changes concurred in by the Independent Public
Accountants) with the most recent audited consolidated financial statements of
the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided that, if there is a change in
generally accepted accounting principles at any time and the Borrower notifies
the Administrative Agent that the Borrower wishes to amend any covenant in
Article 5 (or the definition of any term used therein) to eliminate the effect
of such change on the operation of such covenant (or if the Administrative
Agent notifies the Borrower that the Majority Lenders wish to amend Article 1
or 5 for such purpose), then the Borrower’s compliance with such covenant shall
be determined on the basis of generally accepted accounting principles in
effect immediately before the relevant change in generally accepted accounting
principles became effective, until either such notice is withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the Majority
Lenders.


 


SECTION 1.04.      Effect on Original Existing Credit Agreement and
Other Loan Documents.  Upon
the execution and delivery by the parties hereto of this Agreement, (i) this
Agreement shall amend, restate and supersede the Original Existing Credit
Agreement, except that the grants of security interests, mortgages and Liens
under and pursuant to the Loan Documents shall continue unaltered and each
other Loan Document shall continue in full force and effect in accordance with
its terms and the parties


 


24

















 


hereto hereby ratify and confirm the terms
thereof as being in full force and effect and unaltered by this Agreement, (ii)
all Obligations under the Original Existing Credit Agreement and the other Loan
Documents shall continue to be outstanding except as expressly modified by this
Agreement and shall be governed in all respects by this Agreement and the other
Loan Documents, it being agreed and understood that this Agreement does not
constitute a novation, satisfaction, payment or reborrowing of any Obligation
under the Original Existing Credit Agreement or any other Loan Document except
as expressly modified by the Agreement, nor does it operate as a waiver of any
right, power or remedy of any Lender under any Loan Document (other than the
Original Existing Credit Agreement), and (iii) all references to the Original
Existing Credit Agreement in any Loan Document or other document or instrument
delivered in connection therewith shall be deemed to refer to this Agreement
and the provisions hereof.


 


ARTICLE 2


 


AMOUNTS AND TERMS OF THE
ADVANCES


 


SECTION 2.01.      The Advances.


 


(a)           Optional Incremental
Term Loan Advances.


 


(1)           Incremental Term Loans.  The Borrower may, from time to time and at
any time prior to three years after the date of this Agreement, request one or
more advances of Incremental Loans (each such advance, an “Incremental Term Loan Advance”)
of no more than $100,000,000 in the aggregate for all Incremental Term Loan
Advances on terms and conditions as agreed at such time among the Borrower, the
Lead Arrangers and the parties agreeing to provide the credit.  Each Existing or Additional Incremental Term
Loan Lender that elects to do so severally agrees to make a loan, in dollars.


 


(2)           Conditions to
Incremental Term Loan Advances.   
Any Incremental Term Loan Advance will only become effective if (i) the
Lead Arrangers consent (which consent shall not be unreasonably withheld), (ii)
no Default or Event of Default has occurred and is continuing or would result
therefrom, (iii) at the time of and after giving effect to such increase, the
Borrower is in pro forma
compliance with Sections 5.01(l)-(o) and (iv) existing Lenders or other
financial institutions reasonably acceptable to the Lead Arrangers commit (in
their absolute and sole discretion) in writing to be Lenders and fund the
Incremental Loan Advance (the “Existing or Additional Incremental Term Loan Lenders”),
it being expressly agreed and understood that no Lender need agree to any such
commitment or extend any additional credit.


 


(B)           The existing Lenders shall have the first right, but no
obligation, to commit all or a portion of any Incremental Term Loan
Advance.  If the existing Lenders do not
commit to provide the full amount of the Incremental Term Loan Advance, the
Borrower may offer the uncommitted amount of the Incremental Term Loan Advance
to other financial institutions reasonably acceptable to the Lead Arrangers; provided that the minimum commitment of
each such new financial institution equals or exceeds $1.0 million.


 


(C)           The Additional Incremental Term Loan Advance shall be
“Designated Senior Debt” as defined in the Subordinated Note Documents and the
New Subordinated Note Documents and entitled to identical rights thereunder as
are the Obligations immediately prior to the date of incurrence of such
Incremental Term Loan Advance.  The
terms and conditions of any Incremental Term Loan Advance shall be identical to
the Revolving Facility, except that pricing, amortization and prepayments shall
be as agreed at the time among the Lead Arrangers, the Borrower and the
Existing or Additional Incremental Term Loan Lenders, provided that the final maturity for the
Incremental Term Loan Advance is no earlier than Incremental Term Loan Maturity
Date.


 


25

















 


(b)           The Revolving Advances.  Each Lender severally agrees, on the terms
and conditions set forth herein, to make one or more advances (each such
advance, a “Revolving
Advance”) to the Borrower from time to time during the Revolving
Facility Period pursuant to this Section 2.01(b); provided that immediately after each Revolving Advance, the
sum of the aggregate outstanding principal amount of all Revolving Advances for
such Lender and all Letter of Credit Obligations for such Lender does not
exceed at any time such Lender’s Revolving Facility Commitment. Each Revolving
Facility Borrowing shall be in an aggregate amount not less than $1,000,000 or
an integral multiple of $100,000 in excess thereof and shall consist of
Revolving Advances of the same Type made or Converted on the same day by the
Lenders ratably according to their respective Revolving Facility Commitments.
Within the foregoing limits, the Borrower may borrow under this Section
2.01(b), and repay or, to the extent permitted by Section 2.09, prepay
Revolving Advances and reborrow under this Section 2.01(b) at any time until
the end of the Revolving Facility Period.


 


SECTION 2.02.      Method of Borrowing.    The Borrower shall give the Administrative
Agent notice (a “Notice
of Borrowing”) of (i) each Borrowing to be made on the
Availability Date no later than the Domestic Business Day prior to the Availability
Date and (ii) each Borrowing thereafter not later than 10:00 A.M. (New York
City time) on the third Eurodollar Business Day before each Eurodollar Rate
Advance, the third Domestic Business Day before each Adjusted CD Rate Advance
and the Domestic Business Day before each Base Rate Advance, specifying:


 


(i)            the date of such Borrowing, which
shall be a Domestic Business Day in the case of an Adjusted CD Rate Advance or
a Base Rate Advance or a Eurodollar Business Day in the case of a Eurodollar
Rate Advance,


 


(ii)           the aggregate amount of such
Borrowing,


 


(iii)          [Intentionally Omitted]; and


 


(iv)          in the case of a Fixed Rate Borrowing,
the duration of the initial Interest Period applicable thereto, subject to the
provisions of the definition of Interest Period.


 


(b)           Upon receipt of a Notice of Borrowing, the Administrative
Agent shall promptly notify each Lender of the contents thereof and of such
Lender’s share of such Borrowing, if any, and such Notice of Borrowing shall
not thereafter be revocable by the Borrower.


 


(c)           Not later than Noon (New York City time) on the date of
each Borrowing, each Lender with a Revolving Facility Commitment shall make
available its share of such Borrowing, in Federal or other funds immediately
available in New York City, to the Administrative Agent at its address
specified in or pursuant to Section 8.02. Unless the Administrative Agent
determines that any applicable condition specified in Article 3 has not been
satisfied, the Administrative Agent will make the funds so received from the
Lenders available to the Borrower at the Administrative Agent’s aforesaid
address.


 


(d)           [Intentionally Omitted.]


 


(e)           Unless the Administrative Agent shall have received notice
from a Lender prior to the 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 to the Administrative Agent on the date of such Borrowing in
accordance with subsection (c) of this Section 2.02 and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Lender shall
not have so made such share available to the Administrative Agent, such Lender
and the Borrower severally


 


26

















 


agree to repay to the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate
and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in
the case of such Lender, the Federal Funds Rate. If such Lender shall repay to
the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Lender’s Advance included in such Borrowing for purposes of
this Agreement. Nothing herein shall affect any rights that the Borrower may
have against such defaulting Lender.


 


(f)            The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such
Borrowing, but no Lender shall be responsible for the failure of any other
Lender to make the Advance to be made by such other Lender on the date of any
Borrowing.


 


SECTION 2.03.      Notes. (a) The Revolving Advances of each
Lender shall be evidenced by a Revolving Note payable to the order of such
Lender for the account of its Applicable Lending Office in an amount equal to
the aggregate unpaid principal amount of such Lender’s Revolving Advances.


 


(b)           Upon receipt of each Lender’s Notes from the Borrower
pursuant to Section 3.02, the Administrative Agent shall mail such Notes to
such Lender. Each Lender shall record the date, amount and maturity of each
Advance made by it and the date and amount of each payment of principal made by
the Borrower with respect thereto, and prior to any transfer of its Note shall
endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Advance then
outstanding; provided that the
failure of any Lender to make any such recordation or endorsement, or any error
in such recordation or endorsement, shall not affect the obligations of the
Borrower hereunder or under the Notes. Each Lender is hereby irrevocably
authorized by the Borrower so to endorse its Note and to attach to and make a
part of its Note a continuation of any such schedule as and when required.


 


SECTION
2.04.      [Intentionally Omitted.]


 


SECTION 2.05.      Interest Rates.    Each Base Rate Advance shall bear interest on the outstanding
principal amount thereof, for each day from the date such Advance is made until
it becomes due, at a rate per annum equal to the sum of (i) the applicable Base
Rate Margin plus (ii) the Base Rate for such day.   Except as provided in Section 2.05(f), such interest shall be
payable in arrears on each Payment Date and, with respect to the principal
amount of any Base Rate Advance converted to a Fixed Rate Advance, on the date
when such Base Rate Advance is so converted.


 


(b)           Each Adjusted CD Rate Advance shall bear interest on the
outstanding principal amount thereof, for each day from and after the
Availability Date during the Interest Period applicable thereto, at a rate per
annum equal to the sum of (i) the applicable CD Rate Margin plus (ii) the
applicable Adjusted CD Rate; provided
that if any Adjusted CD Rate Advance or any portion thereof shall, as a result
of clause (ii)(b)(i) of the definition of “Interest Period,” have an Interest
Period of less than 30 days, such portion shall bear interest during such
Interest Period at the rate applicable to Base Rate Advances during such
period.  Except as otherwise provided in
Section 2.05(f), such interest shall be payable for each Interest Period on the
last day thereof and, if such Interest Period is longer than 90 days, at
intervals of 90 days after the first day thereof.


 


The “Adjusted CD Rate”
applicable to any Interest Period means a rate per annum determined pursuant to
the following formula:


 


27

















 


	
  ACDR

  	
  =

  	
  [

  	
  CDBR

  	
  ]*

  	
   

  
	
   

  	
   

  	
  [

  	
   

  	
  ]

  	
  + AR

  
	
   

  	
   

  	
  [

  	
  1.00 - DRP 

  	
  ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACDR

  	
  =

  	
  Adjusted CD Rate

  
	
  CDBR

  	
  =

  	
  CD Base Rate

  
	
  DRP

  	
  =

  	
  Domestic Reserve
  Percentage

  
	
  AR

  	
  =

  	
  Assessment Rate

  



 












*              The
amount in brackets being rounded upwards, if necessary, to the next higher
1/100 of 1%.


 


The “CD Base Rate”
applicable to any Interest Period is the rate of interest determined by the
Administrative Agent to be the average (rounded upward, if necessary, to the
next higher 1/100 of 1%) of the prevailing rates per annum bid at 10:00 A.M.
(New York City time) (or as soon thereafter as practicable) on the first day of
such Interest Period by two or more New York certificate of deposit dealers of
recognized standing for the purchase at face value from each CD Reference Bank
of its certificates of deposit in an amount comparable to the unpaid principal
amount of the Adjusted CD Rate Advance of such CD Reference Bank to which such
Interest Period applies and having a maturity comparable to such Interest
Period.


 


“Domestic Reserve Percentage”
means for any day that percentage (expressed as a decimal) which is in effect
on such day, as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including without limitation any basic, supplemental or emergency reserves)
for a member bank of the Federal Reserve System in New York City with deposits
exceeding five billion dollars in respect of new non-personal time deposits in
dollars in New York City having a maturity comparable to the related Interest
Period and in an amount of $100,000 or more. 
The Adjusted CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Domestic Reserve Percentage.


 


“Assessment Rate”
means for any day the annual assessment rate in effect on such day which is
payable by a member of the Bank Insurance Fund classified as adequately
capitalized and within supervisory subgroup “A” (or a comparable successor
assessment risk classification) within the meaning of 12 C.F.R. § 327.3(e) (or
any successor provision) to the Federal Deposit Insurance Corporation (or any
successor) for such Corporation’s (or such successor’s) insuring time deposits
at offices of such institution in the United States. The Adjusted CD Rate shall
be adjusted automatically on and as of the effective date of any change in the
Assessment Rate.


 


(c)           Each Eurodollar Rate Advance shall bear interest on the
outstanding principal amount thereof, for each day from and after the
Availability Date during the Interest Period applicable thereto, at a rate per
annum equal to the sum of (i) the applicable Eurodollar Margin plus (ii) the
applicable Adjusted London Interbank Offered Rate.  Except as otherwise provided in Section 2.05(f), such interest
shall be payable for each Interest Period on the last day thereof and, if such
Interest Period is longer than three months, at intervals of three months after
the first day thereof.


 


The “Adjusted London Interbank Offered
Rate” applicable to any Interest Period means a rate per annum
equal to the quotient obtained (rounded upwards, if necessary, to the next
higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered
Rate by (ii) 1.00 minus the Eurodollar Reserve Percentage.


 


28

















 


The “London Interbank Offered Rate”
applicable to any Interest Period means the average (rounded upward, if
necessary, to the next higher 1/16 of 1%) of the respective rates per annum at
which deposits in dollars are offered to each of the Eurodollar Reference Banks
in the London interbank market at approximately 11:00 A.M. (London time) two
Eurodollar Business Days before the first day of such Interest Period in an
amount approximately equal to the principal amount of the Eurodollar Rate
Advance of such Eurodollar Reference Bank to which such Interest Period is to
apply and for a period of time comparable to such Interest Period.


 


“Eurodollar Reserve Percentage”
means for any day that percentage (expressed as a decimal) which is in effect
on such day, as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement for a
member bank of the Federal Reserve System in New York City with deposits
exceeding five billion dollars in respect of “Eurocurrency liabilities” (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Rate Advances is determined
or any category of extensions of credit or other assets which includes loans by
a non-United States office of any Lender to United States residents). The
Adjusted London Interbank Offered Rate shall be adjusted automatically on and
as of the effective date of any change in the Eurodollar Reserve Percentage.


 


(d)           The Administrative Agent shall determine each interest
rate applicable to the Advances hereunder. The Administrative Agent shall give
prompt notice to the Borrower and the Lenders of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.


 


(e)           Each Reference Bank agrees to use its best efforts to
furnish quotations to the Administrative Agent as contemplated hereby. If any
Reference Bank does not furnish a timely quotation, the Administrative Agent
shall determine the relevant interest rate on the basis of the quotation or
quotations furnished by the remaining Reference Bank or Banks or, if none of
such quotations is available on a timely basis, the provisions of Section 2.16
shall apply.


 


(f)            Any overdue interest on any Advance shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
rate of interest borne by such Advance for such day.


 


SECTION 2.06.      Fees.


 


(a)           [Intentionally Omitted].


 


(b)           Financing Fees.  On the earlier of (i) the date of closing of
the issuance and sale of the New Notes or (ii) December 30, 2003, the Borrower
shall pay as previously agreed among them, (x) to the Administrative Agent, for
the account of the Lead Arrangers, financing fees in the amounts previously
agreed among the Borrower and the Lead Arrangers, (y) to the Administrative
Agent, for the account of the Lead Arrangers, all other accrued fees and
expenses of the Administrative Agent, the Syndication Agent, the Lead Arrangers
and the Lenders, and (z) to Cahill Gordon & Reindel LLP, for its own
account all fees and expenses of Cahill Gordon & Reindel LLP in connection
with the preparation, execution and delivery of this Agreement, the other Loan
Documents and the consummation of the transactions contemplated hereby and
thereby, in each case for which the Borrower has received a statement on or
before the Effective Date.


 


(c)           Administrative and
Syndication Fees.  On the
earlier of (i) the date of closing of the issuance and sale of the New Notes or
(ii) December 30, 2003 and on each anniversary of such applicable date, the
Borrower shall pay to the Administrative Agent for its own account and that of
the Syndication Agent annual administrative and syndication agent fees in the
amounts previously agreed between


 


29

















 


the Borrower and the Administrative Agent and
Syndication Agent, provided that
if the Maturity Date is not an anniversary of such applicable date, the
administrative and syndication agent fees payable on the Maturity Date shall be
a proportionate amount of the annual administrative and syndication agent fees,
based on the number of days elapsed since the immediately preceding anniversary
of such applicable date.


 


(d)           Commitment Fees.  The Borrower shall pay to the Administrative
Agent, for the account of the Lenders ratably in proportion to their respective
Primary Revolving Facility Commitments on each day, a commitment fee for each
day on the amount by which the aggregate amount of the Primary Revolving
Facility Commitments exceeds the sum of the aggregate outstanding principal
amount of the Revolving Advances and the aggregate amount of Letter of Credit
Obligations on such day, at the rate of if the Debt to Operating Cash Flow
Ratio as specified in the most recent Notice of Debt to Operating Cash Flow
Ratio received by the Administrative Agent on or before such day is (i) greater
than or equal to 7.0x, at the rate of 1% per annum, (ii) less than 7.0x but
greater than or equal to 5.0x, at the rate of 0.75% per annum, or (iii) less
than 5.0x, at the rate of 0.50% per annum. 
Such commitment fee shall accrue from the Effective Date to but not
including the Revolving Facility Termination Date and shall be payable
quarterly in arrears on each Payment Date.


 


(e)           Letter of Credit Fees;
  The
Borrower shall pay (i) to the Administrative Agent, for the account of the
Lenders with Revolving Facility Commitments, a per annum Letter of Credit fee
equal to the Eurodollar Margin, in effect from time to time (the “Letter of
Credit Fee”) and (ii) to the Issuing Bank, for such bank’s own account a fee of
0.25% per annum (the “Fronting Fee”). 
The Letter of Credit Fee and the Fronting Fee shall be calculated on the
amount available for drawing under any Letter of Credit from time to time and
shall be payable in arrears on each Payment Date and on the Revolving Facility
Termination Date for so long as any Letter of Credit is outstanding.  The Borrower shall also pay to the Issuing
Bank issuance, payment, amendment and extension charges in the amounts and at
the times as agreed between the Borrower and the Issuing Bank.


 


SECTION 2.07.      Optional Termination or Reduction of Commitments.  The Borrower may, upon at least three
Domestic Business Days’ notice to the Administrative Agent, (i) terminate the
Revolving Facility Commitments if no Revolving Advances or Letter of Credit
Obligations are outstanding at such time, or (ii) ratably reduce from time to
time, by an aggregate amount of $500,000 or any larger multiple of $100,000,
the aggregate amount of the Revolving Facility Commitments in excess of the
aggregate outstanding principal amount of the Revolving Advances and Letter of
Credit Obligations.


 


SECTION 2.08.      Mandatory Termination of Revolving Facility
Commitments and Repayment of Revolving Advances. (a)  The Revolving Facility Commitments shall
terminate on the Revolving Facility Termination Date, and any Revolving
Facility Advances then outstanding (together with accrued interest thereon)
shall be due and payable on such date.


 


(b)           On the Interim Revolving Facility Termination Date, all
Revolving Facility Commitments shall be automatically reduced from the amount
set forth opposite such Lender’s name under the caption “Interim Revolving
Facility Termination Date” to that set forth opposite such Lender’s name under
the caption “Revolving Facility Commitment.”


 


(c)           [Intentionally Omitted.]


 


(d)           In the event that the aggregate amount of the Revolving
Facility Commitments is reduced to an amount less than the aggregate amount of
Letter of Credit Obligations at such time in respect of all Letters of Credit,
the Borrower hereby agrees that it shall forthwith, without any demand or
taking of any other action by the Majority Lenders or the Administrative Agent,
pay to the Administrative Agent an amount in immediately available funds equal
to the difference to be held as security for the Letter


 


30

















 


of Credit Obligations for the benefit of all
Lenders pursuant to arrangements satisfactory to the Agent and the Lenders.


 


SECTION 2.09.      Optional
Prepayments.


 


(a)           Optional Prepayments.
The Borrower may, upon notice to the Administrative Agent in accordance with
Section 2.09(c), prepay any Advance in whole at any time, or from time to time
in part, in amounts aggregating $100,000 or any larger multiple thereof, by
paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment and all amounts then owing under Section 2.12
in respect of such prepayment. Each such optional prepayment in respect of
Revolving Advances shall be applied to prepay ratably the Revolving Advances of
the several Lenders.


 


(b)           [Intentionally Omitted].


 


(c)           Notice of Prepayment.  In the case of any optional prepayment or
mandatory repayment pursuant to this Section 2.09, the Borrower shall give the
Administrative Agent prior notice, of one Domestic Business Day in the case of
the prepayment of Base Rate Advances and of three Domestic Business Days in the
case of the prepayment of Eurodollar Rate Advances or Adjusted CD Rate
Advances, stating the proposed date and aggregate principal amount of such
prepayment. Upon receipt of a notice of prepayment pursuant to this Section
2.09, the Administrative Agent shall promptly notify each Lender of the
contents thereof and of such Lender’s ratable share of such prepayment and such
notice shall not thereafter be revocable by the Borrower.


 


SECTION 2.10.      Letters of Credit. (a) Subject to the
terms and conditions hereof, the Issuing Bank agrees to issue trade or standby
letters of credit hereunder from time to time before the 30th day before the
Revolving Facility Termination Date upon the request of the Borrower (the “Letters of Credit”); provided that, immediately after each
Letter of Credit is issued, (i) the aggregate amount of the Letter of Credit
Obligations shall not exceed the lesser of $5,000,000 and the aggregate amount
of all Revolving Facility Commitments and (ii) the aggregate amount of the
Letter of Credit Obligations plus the aggregate outstanding amount of all
Revolving Advances shall not exceed the aggregate amount of the Revolving
Facility Commitments of all Lenders. 
Promptly after issuing or amending a standby Letter of Credit, the
Issuing Bank shall notify the Borrower and the Administrative Agent, in
writing, of such issuance or amendment and such notice shall be accompanied by
a copy of such issuance or amendment. 
Upon receipt of such notice, the Administrative Agent shall promptly
notify each Lender, in writing, of such issuance or amendment and if requested
by any Lender the Administrative Agent shall provide such Lender with copies of
such issuance or amendment.  With
respect to trade Letters of Credit, the Issuing Bank shall on the first
Business Day of each calendar week provide the Administrative Agent, by
facsimile, with a report detailing the daily aggregate outstandings for the
previous week.  All Letters of Credit
will be denominated in U.S. Dollars and will be issued on a sight basis only.


 


(b)           The Borrower shall give the Issuing Bank and the
Administrative Agent written notice, in the form of Exhibit K, at least two
Domestic Business Days, or such shorter period as may be agreed to by the Issuing
Bank in any particular instance, prior to the requested issuance of a Letter of
Credit specifying the date such Letter of Credit is to be issued, and
describing the terms of such Letter of Credit and the nature of the
transactions to be supported thereby (such notice, a “Request for Issuance”);
provided that the Request for
Issuance may be made by facsimile, and the Issuing Bank may act on it without
having received the original signed Request for Issuance. Promptly after
issuing or amending a Letter of Credit, the Issuing Bank shall notify the
Borrower and the Administrative Agent, in writing, of such issuance or
amendment and such notice shall be accompanied by a copy of such issuance or
amendment. Upon receipt of such notice, the Administrative Agent shall promptly
notify each Lender, in writing of such issuance or amendment and if requested
by any Lender the Administrative Agent shall provide


 


31

















 


copies of such issuance or amendment. The
issuance by the Issuing Bank of each Letter of Credit shall, in addition to the
conditions precedent set forth in Article 3, be subject to the conditions
precedent that such Letter of Credit shall be in such form and contain such
terms as shall be satisfactory to the Issuing Bank and that the Borrower shall
have executed and delivered such other instruments and agreements relating to
such Letter of Credit as the Issuing Bank shall have reasonably requested. The
extension or renewal of any Letter of Credit shall be deemed to be an issuance
of such Letter of Credit for all purposes of this Agreement. If any Letter of
Credit contains a provision pursuant to which it is deemed to be extended
unless notice of termination is given by the Issuing Bank, the Issuing Bank (i)
shall not be required to give such notice of termination unless the Borrower
has timely requested such termination and (ii) may timely give such notice of
termination unless it has theretofore timely received a request from the
Borrower and all other conditions to the issuance of a Letter of Credit have
also theretofore been met with respect to such extension. No standby Letter of
Credit shall have an expiry date of more than one year from date of issuance; provided, however,
that such Letters of Credit may contain a provision pursuant to which the
expiry date is deemed automatically extended for successive periods of up to
one year unless notice of termination is given by the Issuing Bank; and further provided that no standby letter of
credit will have an expiry date which is later than the 10th Domestic Business
Day prior to the Revolving Facility Termination Date. No trade Letter of Credit
shall have an expiry date which is later than the earlier of (i) the date which
is 180 days from date of issuance and (ii) the date which is the 30th day prior
to the Revolving Facility Termination Date.


 


(c)           Upon receipt from the beneficiary of any Letter of Credit
of any demand, drawing or other presentation for payment under such Letter of
Credit, the Issuing Bank shall notify the Administrative Agent and the Borrower
of the amount drawn and the payment date. The Borrower shall be irrevocably and
unconditionally obligated forthwith to reimburse the Issuing Bank on such
payment date for any amounts paid by the Issuing Bank upon any drawing under
any Letter of Credit issued by it, without presentment, demand, protest or
other formalities of any kind. All such amounts paid by the Issuing Bank and
remaining unpaid by the Borrower shall bear interest, payable on demand, for
each day until paid at a rate per annum equal to the sum of 2% plus the rate
that would be applicable to a Revolving Advance bearing interest at the Base
Rate for such day. If for any reason the Borrower shall fail to reimburse the
Issuing Bank in an amount equal to the amount of any drawing, the Issuing Bank
shall notify the Administrative Agent of such failure and the Administrative
Agent shall immediately notify the Lenders of such failure. Upon receipt of
such notice, each Lender with a Revolving Facility Commitment will immediately
pay the Administrative Agent, for the account of the Issuing Lender, such
Lender’s pro rata share of such unreimbursed drawing together with interest on
such pro rata share for each day from and including the payment date of any drawing
to but not including the date on which Lender makes payment computed at a rate
of interest per annum equal to rate that would be applicable to a Revolving
Advance bearing interest at the Base Rate for such period. The Issuing Bank
will pay to the Administrative Agent for the account of each Lender with a
Revolving Facility Commitment ratably all amounts received from the Borrower
for application in payment of its reimbursement obligations in respect of any
Letter of Credit, but only to the extent such Lender has made payment to the
Issuing Bank in respect of such Letter of Credit pursuant hereto and the
Administrative Agent will promptly distribute such amounts to such Lender in
accordance with Section 2.11.


 


(d)           The obligations of the Borrower and each Lender with a
Revolving Facility Commitment under Section 2.10(c) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under all circumstances whatsoever, including
without limitation the following circumstances:


 


(i)      any lack of validity or enforceability of
this Agreement or any Letter of Credit or any document related hereto or
thereto;


 


32

















 


(ii)     any amendment or waiver of or any consent
to departure from all or any of the provisions of this Agreement or any Letter
of Credit or any document related hereto or thereto;


 


(iii)    the use which may be made of the Letter of
Credit by, or any acts or omission of, a beneficiary of a Letter of Credit (or
any Person for whom the beneficiary may be acting);


 


(iv)    the existence of any claim, set-off, defense
or other rights that the Borrower may have at any time against a beneficiary of
a Letter of Credit (or any Person for whom the beneficiary may be acting), the
Lenders (including the Issuing Bank) or any other Person, whether in connection
with this Agreement or any Letter of Credit or any document related hereto or
thereto or any unrelated transaction;


 


(v)     any statement or any 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 whatsoever;


 


(vi)    payment under a Letter of Credit against
presentation to the Issuing Bank of documents that does not substantially
comply with the terms of such Letter of Credit; provided that the Issuing Bank’s determination that
documents presented under such Letter of Credit comply with the terms thereof
shall not have constituted gross negligence or willful misconduct (as
determined by a court of competent jurisdiction) of the Issuing Bank; or


 


(vii)   any other act or omission to act or delay of
any kind by any Lender (including the Issuing Bank), the Administrative Agent
or any other Person or any other event or circumstance whatsoever that might,
but for the provisions of this subsection (vii), constitute a legal or
equitable discharge of the Borrower’s or the Lender’s obligations hereunder.


 


(e)           The Borrower hereby indemnifies and holds harmless each
Lender (including the Issuing Bank) and the Administrative Agent from and
against any and all claims, damages, losses, liabilities, costs or expenses
which such Lender or the Administrative Agent may incur, and none of the
Lenders (including the Issuing Bank) nor the Administrative Agent nor any of
their Affiliates or their respective officers or directors or employees or
agents shall be liable or responsible therefor, by reason of or in connection
with the execution and delivery or transfer of or payment or failure to pay
under any Letter of Credit, including without limitation any of the
circumstances enumerated in subsection (d) above, as well as (i) any error,
omission, interruption or delay in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, (ii) any error in interpretation of
technical terms, (iii) any loss or delay in the transmission of any document
required in order to make a drawing under a Letter of Credit or (iv) any
consequences arising from causes beyond the control of the Issuing Bank,
including without limitation any government acts, or any other circumstances
whatsoever in making or failing to make payment under such Letter of Credit; provided that the Borrower shall not be
required to indemnify the Issuing Bank for any claims, damages, losses,
liabilities, costs or expenses, and the Borrower shall have a claim for direct
(but not consequential) damage suffered by it, to the extent found by a court
of competent jurisdiction to have been caused by (x) the willful misconduct or
gross negligence (as determined by a court of competent jurisdiction) of the
Issuing Bank in determining whether documents presented under any Letter of
Credit issued by it substantially complied with the terms of such Letter of
Credit or (y) the Issuing Bank’s willful failure to pay under any Letter of
Credit issued by it after the presentation to it of documents strictly
complying with the terms and conditions of such Letter of Credit. Nothing in
this subsection (e) is intended to limit the obligations of the Borrower under
any other provision of this Agreement


 


SECTION 2.11.      General Provisions as to Payments.  (a) 
The Borrower shall make each payment of principal of, and interest on,
the Advances, of each Letter of Credit Obligation, and of all


 


33

















 


fees, expenses and other amounts payable
hereunder without setoff or counterclaim, not later than Noon (New York City
time) on the date when due, in Federal or other funds immediately available in
New York City, to the Administrative Agent at its address referred to in
Section 8.02. Payments received by the Administrative Agent on such date but
after such time shall be deemed to have been received on the next Domestic Business
Day. The Administrative Agent will promptly distribute to each Lender its
ratable share of each such payment received by the Administrative Agent for the
account of the Lenders. Whenever any payment of principal of, or interest on,
the Base Rate Advances or Adjusted CD Rate Advances or of any Letter of Credit
Obligation or other fees shall be due on a day which is not a Domestic Business
Day, the date for payment thereof shall be extended to the next succeeding
Domestic Business Day. Whenever any payment of principal of, or interest on,
the Eurodollar Rate Advances shall be due on a day which is not a Eurodollar
Business Day, the date for payment thereof shall be extended to the next
succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in
another calendar month, in which case the date for payment thereof shall be the
next preceding Eurodollar Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.


 


(b)           Unless the Administrative Agent shall have received notice
from the Borrower prior to the date on which any payment is due to the Lenders
hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have so made such payment, each Lender shall
repay to the Administrative Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Administrative Agent, at the Federal Funds Rate.


 


SECTION 2.12.      Funding Losses.  If the Borrower makes any payment (including any prepayment) of
principal with respect to any Fixed Rate Advances (pursuant to this Article 2,
Article 6 or otherwise) on any day other than the last day of the Interest
Period applicable thereto, or if the Borrower fails to borrow or Convert any
Fixed Rate Advances after notice has been given to any Lender in accordance
with Section 2.02(b) or Section 2.15, as the case may be, the Borrower shall
reimburse each Lender within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective Participant in the
related Advance), including (without limitation) any loss incurred in
obtaining, liquidating or employing deposits from third parties, but excluding
loss of margin for the period after any such payment or failure to borrow; provided that such Lender shall have
delivered to the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence of manifest
error.


 


SECTION 2.13.      Computation of Interest and Fees.  Interest 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
paid for the actual number of days elapsed (including the first day but
excluding the last day). All other interest and commitment and letter of credit
fees hereunder shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding
the last day).


 


SECTION 2.14.      Taxes. (a) For purposes of this Section
2.14, the following terms have the following meanings:


 


“Taxes” means any and
all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings with respect to any payment by the Borrower pursuant to this
Agreement or under any Note, and all liabilities with respect thereto, excluding (i) in the case of each Lender
and the Administrative Agent, taxes imposed on its net income, and franchise or
similar taxes imposed


 


34

















 


on its net income, by a
jurisdiction under the laws of which such Lender or the Administrative Agent
(as the case may be) is organized or in which its principal executive office is
located or, in the case of each Lender, in which its Applicable Lending Office
is located and (ii) in the case of each Lender, any United States withholding
tax imposed on such payments but only to the extent that such Lender is subject
to United States withholding tax at the time such Lender first becomes a party
to this Agreement.


 


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


 


(b)           Any and all payments by the Borrower to or for the account
of any Lender or the Administrative Agent hereunder or under any Note shall be
made without deduction for any Taxes or Other Taxes; provided that, if the Borrower shall be required by law to
deduct any Taxes or Other Taxes from any such payments, (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 2.14) such Lender or
the Administrative Agent (as the case may be) receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrower
shall make such deductions, (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law and (iv) the Borrower shall furnish to the Administrative
Agent, at its address referred to in Section 8.02, the original or a certified
copy of a receipt evidencing payment thereof.


 


(c)           The Borrower agrees to indemnify each Lender and the
Administrative Agent for the full amount of Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section 2.14) paid by such Lender or
the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be paid within 15 days after such Lender or the
Administrative Agent (as the case may be) makes demand therefor.


 


(d)           Each Lender organized under the laws of a jurisdiction
outside the United States, on or prior to the date of its execution and
delivery of this Agreement in the case of each Lender listed on the signature
pages hereof and on or prior to the date on which it becomes a Lender in the
case of each other Lender, and from time to time thereafter if requested in
writing by the Borrower (but only so long as such Lender remains lawfully able
to do so), shall provide the Borrower with such properly completed and executed
documentation prescribed by the Internal Revenue Service, certifying that (i)
if such Lender is a “bank” within the meaning of Section 881(c)(3)(A) of the
Code, such Lender is entitled to benefits under an income tax treaty to which
the United States is a party which exempts the Lender from United States
withholding tax or reduces the rate of withholding tax on payments of interest
for the account of such Lender or certifying that the income receivable
pursuant to this Agreement is effectively connected with the conduct of a trade
or business in the United States or (ii) if such Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code and intends to claim exemption
from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code
with respect to payments of “portfolio interest”, a Form W-8, or any subsequent
versions thereof or successors thereto (and, if such Lender delivers a Form
W-8, a certificate representing that such Lender is not a bank for purposes of
Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning
of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Lender
claiming complete exemption from, or a reduced rate of, U.S. Federal
withholding tax on payments of interest by the Borrower under this Agreement
and the other Loan Documents.


 


35

















 


(e)           For any period with respect to which a Lender has failed
to provide the Borrower with the appropriate form pursuant to Section 2.14(d)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which such form originally was required to be
provided), such Lender shall not be entitled to indemnification under Section
2.14(b) or (c) with respect to Taxes imposed by the United States; provided that if a Lender, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.


 


(f)            If the Borrower is required to pay additional amounts to
or for the account of any Lender pursuant to this Section 2.14, then such
Lender will change the jurisdiction of its Applicable Lending Office if, in the
judgment of such Lender, such change (i) will eliminate or reduce any such
additional payment which may thereafter accrue and (ii) is not otherwise
disadvantageous to such Lender.


 


SECTION 2.15.      Method of Electing Interest Rates. (a) The
Advances included in each Borrowing shall bear interest initially at the type
of rate specified by the Borrower in the applicable Notice of Borrowing.
Thereafter, the Borrower may from time to time elect to change or continue the
type of interest rate borne by each group of Advances (subject in each case to
the provisions of Sections 2.16 and 2.17), as follows:


 


(i)           if such Advances are Base Rate
Advances, the Borrower may elect to convert such Advances to Fixed Rate
Advances as of any Euro-Dollar Business Day, and


 


(ii)          if such Advances are Fixed Rate
Advances, the Borrower may elect to convert such Advances to Base Rate Advances
or elect to continue such Advances as Fixed Rate Advances for an additional
Interest Period, subject to Section 2.12 in the case of any such conversion or
continuation effective on any day other than the last day of the then current
Interest Period applicable to such Advances.


 


Each such election shall be
made by delivering a notice (a “Notice of Interest Rate Election”) to the Administrative
Agent not later than 10:30 A.M. (New York City time) on the third Eurodollar
Business Day before the conversion or continuation selected in such notice is
to be effective. A Notice of Interest Rate Election may, if it so specifies,
apply to only a portion of the aggregate principal amount of the relevant group
of Advances; provided that (i)
such portion is allocated ratably among the Loans comprising such group and
(ii) the portion to which such Notice applies, and the remaining portion to
which it does not apply, are each $10,000,000, or, any larger multiple of
$500,000.


 


(b)           Each Notice of Interest Rate Election shall specify:


 


(i)            the group of Advances (or portion thereof) to which such
notice applies;


 


(ii)           the date on which the conversion or continuation
selected in such notice is to be effective, which shall comply with the
applicable clause of subsection (a) above;


 


(iii)          if the Advances comprising such group
are to be converted, the new Type of Advances and, if the Advances being
converted are to be Fixed Rate Advances, the duration of the next succeeding
Interest Period applicable thereto; and


 


(iv)          if such Advances are to be continued
as the same Type of Fixed Rate Advances for an additional Interest Period, the
duration of such additional Interest Period.


 


36

















 


Each Interest Period specified in a Notice of
Interest Rate Election shall comply with the provisions of the definition of
Interest Period.


 


(c)           Upon receipt of a Notice of Interest Rate Election from
the Borrower pursuant to subsection (a) above, the Administrative Agent shall
promptly notify each Lender of the contents thereof and such notice shall not
thereafter be revocable by the Borrower.


 


(d)           If the Borrower shall fail to select the duration of any
Interest Period for any Fixed Rate Advances in accordance with the provisions
of Section 2.15(a) or if at the end of any such Interest Period an Event of
Default exists and the Administrative Agent has been directed to do so by the
Majority Lenders, the Administrative Agent will forthwith so notify the
Borrower and the Lenders and such Advances will automatically, on the last day
of the then existing Interest Period therefor, Convert into Base Rate Advances.


 


(e)           [Intentionally Omitted].


 


(f)            If the aggregate unpaid principal amount of Revolving
Advances comprising any Borrowing or Borrowings shall be reduced, by payment or
prepayment or otherwise, to less than $500,000, such Revolving Advances shall,
if they are Fixed Rate Advances, automatically Convert into Base Rate Advances
on the last day of the Interest Period for such Fixed Rate Advances, and on and
after such date the right of the Borrower to Convert such Advances into
Revolving Advances of a Type other than Base Rate Advances shall terminate; provided that if and so long as each such
Revolving Advance shall be of the same Type and have the same Interest Period
as any other Revolving Advances comprising another Borrowing and other
Borrowings, and the aggregate unpaid principal amount of all such Revolving
Advances shall equal or exceed $500,000, the Borrower shall have the right to
continue all such Revolving Advances as, and to Convert all such Revolving
Advances into, Revolving Advances of such Type having such Interest Period.


 


SECTION 2.16.      Basis for Determining Interest Rate Inadequate or
Unfair.  If on or prior to
the first day of any Interest Period for any Fixed Rate Borrowing:


 


(a)           the Administrative Agent is advised
by the Reference Banks that deposits in dollars (in the applicable amounts) are
not being offered to the Reference Banks in the relevant market for such
Interest Period, or


 


(b)           any Lender advises the Administrative
Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate,
as the case may be, as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Lender of funding its Adjusted
CD Rate Advance or Eurodollar Rate Advance, as the case may be, for such
Interest Period,


 


the Administrative Agent shall forthwith give
notice thereof to the Borrower and the Lenders, whereupon until the
Administrative Agent notifies the Borrower that the circumstances giving rise
to such suspension no longer exist, the obligations of the Lenders to make
Adjusted CD Rate Advances or Eurodollar Rate Advances, as the case may be,
shall be suspended. Unless the Borrower notifies the Administrative Agent at
least two Domestic Business Days before the date of any Fixed Rate Borrowing
for which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, such Borrowing shall instead be a Base Rate Advance
Borrowing.


 


SECTION 2.17.      Illegality.  If, on or after the
date of this Agreement, the adoption of any applicable law, rule or regulation,
or any change therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the


 


37

















 


interpretation or administration thereof, or
compliance by any Lender (or its Eurodollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency (including the NAIC) shall make it unlawful
or impossible for any Lender (or its Eurodollar Lending Office) to make,
maintain or fund its Eurodollar Advances and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall forthwith give notice
thereof to the other Lenders and the Borrower, whereupon until such Lender
notifies the Borrower and the Administrative Agent that the circumstances
giving rise to such suspension no longer exist, the obligation of such Lender
to make Eurodollar Advances shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Lender shall designate a
different Eurodollar Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender. If such Lender shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Eurodollar
Advances to maturity and shall so specify in such notice, (i) the obligation of
such Lender to make Eurodollar Rate Advances and to Convert Advances into
Eurodollar Rate Advances shall terminate and (ii) the Borrower shall forthwith
prepay in full all Eurodollar Rate Advances of such Lender then outstanding,
together with accrued interest thereon, unless the Borrower, within five Domestic
Business Days of such notice and demand, Converts all Eurodollar Rate Advances
of all Lenders then outstanding into Base Rate Advances in accordance with
Section 2.15(a), except that such Conversion may occur, notwithstanding Section
2.15(a), other than on the last day of the respective Interest Periods for such
Eurodollar Rate Advances, if the Borrower has paid any amounts payable under
Section 2.12.


 


SECTION 2.18.      Increased Cost and Reduced Return. (a) If
on or after the date hereof, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency (including the NAIC) charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency (including the NAIC)
shall impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding i() with respect to any Adjusted CD Rate
Advance any such requirement included in an applicable Domestic Reserve
Percentage and (ii) with respect to any Eurodollar Rate Advance any such
requirement included in an applicable Eurodollar Reserve Percentage), special
deposit, insurance assessment (excluding, with respect to any Adjusted CD Rate
Advance, any such requirement reflected in an applicable Assessment Rate) or
similar requirement against assets of, deposits with or for the account of, or
credit extended by, any Lender (or its Applicable Lending Office) or shall
impose on any Lender (or its Applicable Lending Office) or on the United States
market for certificates of deposit or the London interbank market any other
condition affecting its Fixed Rate Advances, its Note or its obligation to make
Fixed Rate Advances and the result of any of the foregoing is to increase the
cost to such Lender (or its Applicable Lending Office) of making or maintaining
any Fixed Rate Advance, or of issuing or maintaining any Letter of Credit or
its obligations with respect thereto as the Issuing Bank or as a Lender
participating therein, or to reduce the amount of any sum received or
receivable by such Lender (or its Applicable Lending Office) under this
Agreement or under its Note with respect thereto, by an amount deemed by such
Lender to be material, then, within 15 days after demand by such Lender (with a
copy to the Administrative Agent), the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender on an after-tax
basis for such increased cost or reduction.


 


(b)           If any Lender shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency (including the NAIC) charged with
the interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of law) of


 


38

















 


any such authority, central bank or
comparable agency (including the NAIC), has or would have the effect of
reducing the rate of return on capital of such Lender (or its Parent) as a
consequence of such Lender’s obligations hereunder to a level below that which
such Lender (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amount or amounts as will compensate such Lender (or its Parent) on an
after-tax basis for such reduction.


 


(c)           Each Lender will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after
the date hereof, which will entitle such Lender to compensation pursuant to
this Section and will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Lender, be otherwise disadvantageous to
such Lender. A certificate of any Lender claiming compensation under this
Section and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, such Lender may use any reasonable averaging and attribution methods.


 


SECTION 2.19.      Base Rate Advances Substituted for Affected Fixed
Rate Advances.  If (i) the
obligation of any Lender to make Eurodollar Rate Advances had been suspended
pursuant to Section 2.17 or (ii) any Lender has demanded compensation under
Section 2.14 or 2.18(a) and the Borrower shall, by at least five Eurodollar
Business Days’ prior notice to such Lender through the Administrative Agent,
have elected that the provisions of this Section shall apply to such Lender,
then, unless and until such Lender notifies the Borrower that the circumstances
giving rise to such suspension or demand for compensation no longer apply:


 


(a)           all Advances which would otherwise be
made by such Lender as Adjusted CD Rate Advances or Eurodollar Rate Advances,
as the case may be, shall be made instead as Base Rate Advances (on which
interest and principal shall be payable contemporaneously with the payment of
interest and principal on the related Fixed Rate Advances of the other
Lenders), and


 


(b)           after each of its Adjusted CD Rate
Advances or Eurodollar Rate Advances, as the case may be, has been repaid, all
payments of principal which would otherwise be applied to repay such Fixed Rate
Advances shall be applied to repay its Base Rate Advances instead.


 


SECTION 2.20.      Use of Proceeds.  The Borrower will use the proceeds of Revolving Facility Advances
for working capital needs, Capital Expenditures and general corporate purposes
of the Borrower and the Guarantors; provided
that for this purpose, “general corporate purposes” includes Restricted
Payments to the extent permitted by clause (iii), (iv) or (v) of Section
5.02(g) and Permitted Acquisitions. 
None of the proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying any
“margin stock” within the meaning of Regulation T or Regulation U, other than
proceeds of Advances used to purchase shares of common stock of the Borrower to
the extent permitted by Section 5.02(g).


 


ARTICLE 3


 


CONDITIONS PRECEDENT


 


SECTION 3.01.      Conditions Precedent to Execution and Delivery of
This Agreement.  The
obligations of the Lenders to execute and deliver this Agreement shall be
subject to the following conditions precedent:


 


39

















 


(a)           (i) Since December 31, 2002 there
shall have occurred no material adverse change in the business, operations,
properties, assets, liabilities, condition (financial or otherwise) or
prospects of the Loan Parties taken as a whole; (ii) trading in securities
generally on the New York Stock Exchange or American Stock Exchange shall have
not been suspended; minimum or maximum prices shall not have been established
on any such exchange; (iii) a banking moratorium shall not have been declared
by New York or United States authorities; and (iv) there shall not have been
any event or series of events that causes, or there shall not exist, a material
disruption of, or a material adverse change in, financial, banking or capital
market conditions generally, or in the market for loan syndication or high
yield debt in particular, which in the reasonable judgment of DB or Wachovia
has materially impaired, or could reasonably impair, the successful syndication
of the Advances;


 


(b)           Except for the Disclosed Litigation,
there shall exist no pending or threatened action, suit, investigation,
litigation or proceeding in any court or before any arbitrator or governmental
instrumentality which, in the reasonable opinion of the Lenders, could have a
material adverse effect on the business, condition (financial or otherwise),
operations, properties or prospects of the Borrower and its Subsidiaries,
considered as a whole (but on a pro forma basis assuming consummation of the
New Notes Financings), or which, in the reasonable opinion of the Majority
Lenders, may adversely affect the legality, validity or enforce ability of this
Agreement, any other Loan Document or any Related Document, the ability of any
Loan Party to perform its obligations hereunder or thereunder, or the rights of
any Lender hereunder or thereunder or the ability of any Lender to exercise
such rights;


 


(c)           All material governmental and third
party consents and approvals necessary or, in the reasonable opinion of the
Majority Lenders, desirable or appropriate in connection with the Loan
Documents shall have been obtained (without the imposition of any conditions
other than conditions that have been satisfied or waived on or before the
Effective Date) and shall be in effect and final and non-appealable (it being
understood that all Federal governmental consents and approvals are material);
and


 


(d)           DB shall have received, in its
capacity as Administrative Agent or Collateral Agent, as appropriate, the
following, each effective on the Effective Date (unless otherwise indicated
below), in form and substance reasonably satisfactory to it in such capacity
and in sufficient copies for each Lender (except for the Notes):


 


(1)           Duly executed counterparts of the
Effective Date Assignment and Assumption Agreement signed by each of the
parties thereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Administrative Agent
in form satisfactory to it of telegraphic, telex or other written confirmation
from such party of execution of a counterpart thereof by such party), and
receipt by the Administrative Agent from the Borrower of all amounts payable
(if any) by the Borrower pursuant to Section 3 of the Assignment and Assumption
Agreement; and


 


(2)           A certificate of the chief financial
officer of the Borrower to the effect that both before and immediately after
the making of the New Notes Financings, (i) no Default shall have occurred and
be continuing and (ii) the representations and warranties of the Borrower and
its Subsidiaries made in this Agreement and the other Loan Documents are true.


 


SECTION 3.02.      Conditions Precedent to Effective Time.  Notwithstanding the execution and delivery
of this Agreement by all parties hereto, the Original Existing Credit Agreement
shall


 


40

















 


remain in full force and effect and shall not
be amended hereby unless and until the Effective Time occurs. The effectiveness
of the amendment and restatement of the Original Existing Credit Agreement to
be effected by this Agreement on the Effective Date shall occur at the
Effective Time on the Effective Date and shall be subject to the conditions
precedent that:


 


(a)           The Administrative Agent shall have
received certified copies of the respective certificates of incorporation and
bylaws of the Borrower and its corporate Subsidiaries and the respective
certificates of limited partnership and agreements of limited partnership for
the partnership Subsidiaries;


 


(b)           The Borrower shall have paid or
caused to be paid, or the Administrative Agent shall have received evidence
satisfactory to it in its sole good faith discretion that on the Effective Date
the Borrower shall pay, or cause to be paid, (i) all interest and commitment
fees that are accrued but unpaid to the Effective Date under the Original
Existing Credit Agreement (whether or not then payable under the terms thereof)
and (ii) all fees and expenses (if any) payable under Section 8.04 of the
Original Existing Credit Agreement;


 


(c)           DB shall have received, in its
capacity as Administrative Agent or Collateral Agent, as appropriate, the
following, each effective on the Effective Date (unless otherwise indicated
below), in form and substance reasonably satisfactory to it in such capacity
and in sufficient copies for each Lender (except for the Notes):


 


(1)           The Revolving Notes to the order of
the respective Lenders;


 


(2)           Duly executed counterparts of this
Agreement, signed by each of the parties hereto (or, in the case of any Lender
as to which an executed counterpart shall not have been received, receipt by
the Administrative Agent in form satisfactory to it of telegraphic, telex or
other written confirmation from such Lender of execution of a counterpart
hereof by such Lender);


 


(3)           Certified copies of the resolutions
of the Board of Directors of the Borrower approving each Loan Document to which
it is or is to be a party and of the resolutions of the Board of Directors of
each Guarantor approving each Loan Document to which it is or is to be a party;


 


(4)           A certificate of the Secretary or an
Assistant Secretary of the Borrower and each Guarantor certifying the names and
true signatures of the officers of such Loan Party authorized to sign each Loan
Document to which it is or is to be a party and the other documents to be
delivered by it hereunder;


 


(5)           Copies of all authorizations,
consents and approvals of, evidence of other actions by, notices to and filings
with all governmental authorities and regulatory bodies required for the due
execution, delivery and performance by each of the Borrower and the Guarantors
of the Loan Documents (other than the Collateral Documents);


 


(6)           Certificates of the chief financial
officer of the Borrower and of each Guarantor, in substantially the form of
Exhibit L or Exhibit M, as the case may be (each being a “Solvency Certificate”);


 


(7)           Duly executed counterparts of the
Guaranty Agreement, signed by each of the parties thereto; and


 


41

















 


(8)           A favorable opinion of Sonnenschein
Nath & Rosenthal, counsel for the Borrower and each Guarantor, in
substantially the form of Exhibit F.


 


SECTION 3.03.      Conditions Precedent to Initial Borrowing  of Interim Revolving Facility Commitment.  Notwithstanding the effectiveness of the
amendment and restatement of this Agreement pursuant to Section 3.02, no Lender
shall have any obligation to make any Advance based on the Interim Revolving
Facility Commitment, unless and until the following conditions have been met:


 


(a)           The Borrower shall have issued the
New Notes pursuant to the terms of the New Notes Purchase Agreement; and


 


(b)           The Borrower shall have issued to the
holders thereof an irrevocable notice of redemption, with respect to all of the
outstanding 1996 Subordinated Notes and the 1997 Subordinated Notes, providing
for redemption thereof within 30 days of issuance of the New Notes.


 


SECTION 3.04.      Conditions Precedent to Availability Date.  Notwithstanding the effectiveness of the
amendment and restatement of this Agreement pursuant to Section 3.02, no Lender
shall have any obligation to make any Revolving Advance unless and until the
Availability Date occurs.  The
obligation of each Lender to make any Revolving Advance on and after the
Availability Date shall be subject to the conditions precedent that DB shall
have received, in its capacity as Administrative Agent or Collateral Agent, as
appropriate, the following, each effective on or prior to the Availability Date
(unless otherwise indicated below), in form and substance reasonably
satisfactory to it in such capacity and in sufficient copies for each Lender
(except for the Notes and certificates and stock powers relating to Pledged
Stock):


 


(a)           A Notice of Borrowing as required by
Section 2.02(a) in respect of any Revolving Advance to be borrowed on the
Availability Date;


 


(b)           Evidence reasonably satisfactory to
the Collateral Agent that financing statements (the “Existing Financing Statements”)
have previously been duly filed under the Uniform Commercial Code of all
jurisdictions as may be necessary or, in the opinion of the Collateral Agent,
desirable or appropriate to perfect the security interests and liens created by
the Security Agreements, the Pledge Agreements and the Mortgages, as such
agreements relate to the Borrower or any Existing Guarantors;


 


(c)           Duly executed and filed Mortgage
Amendments, in form and substance reasonably satisfactory to the Administrative
Agent;


 


(d)           Evidence that all other actions
necessary or, in the reasonable opinion of the Collateral Agent, desirable or
appropriate to ensure the validity, perfection and priority of the security
interests and liens, created by, or intended to be created by, and to reflect
the fact that the Collateral Agent is the secured party, mortgagee, beneficiary
or grantee, under the Pledge Agreements, the Security Agreements and Mortgages
have been taken;


 


(e)           If the New Notes shall have been
issued and sold, copies of duly executed copies of each New Notes Document and
each other agreement, document and certificate prepared or delivered in connection
with any New Notes Document that the Administrative Agent or any Lender through
the Administrative Agent may request;


 


(f)            Evidence of insurance for the
business and properties of the Borrower and its Subsidiaries, in form and
substance satisfactory to the Administrative Agent and (i) in the case of


 


42

















 


property and casualty
insurance, naming the Collateral Agent as co-insured and loss payee, and (ii)
in the case of liability insurance, naming the Collateral Agent, the
Administrative Agent and the Lenders as additional insureds, in each case with
responsible and reputable insurance companies or associations satisfactory to
the Majority Lenders in such amounts and covering such risks as are satisfactory
to the Majority Lenders;


 


(g)           A favorable opinion of special FCC
counsel for the Borrower, in form and substance reasonably satisfactory to the
Administrative Agent, and such other opinions as any Lender through the
Administrative Agent may reasonably request;


 


(h)           Favorable opinions of local counsel
(i) in each jurisdiction where a Real Property covered by a Mortgage is located
or if the law of such jurisdiction governs effection of security interests and
liens granted to the Collateral Agent under the Security Documents, (ii)
covering the validity, perfection and priority of the security interests or
liens granted or intended to be granted to the Collateral Agent in the
Collateral granted or intended to be granted to it under the Security Documents,
and (iii) such other opinions as any Lender through the Administrative Agent
may reasonably request;


 


(i)            A letter, in form and substance
satisfactory to the Administrative Agent and the Lenders, from the Borrower to
the Independent Public Accountants, advising such accountants that the Agents
and the Lenders have been authorized to exercise all rights of the Borrower to
require such accountants to disclose any and all financial statements and any
other information of any kind that they may have with respect to the Borrower
and each of its Subsidiaries, directing such accountants to comply with any
request of any Agent or any Lender for such information and advising such
accountants that the Lenders will rely on such information in making credit
decisions with respect to the Borrower;


 


(j)            A copy of (i) a written notice
delivered by the Borrower to the trustee under each of the indentures governing
the Existing Subordinated Debt and, if such debt exists, the New Subordinated
Debt that all of the obligations of the Borrower and the Guarantors under this
Agreement and the other Loan Documents are “Designated Senior Debt” under each
such indenture and (ii) written confirmation by each such trustee of receipt of
such notice; and


 


(k)           Such other financial and non-financial
information regarding the Borrower or any of its Subsidiaries and such other
approvals, opinions or documents as any Lender through the Administrative Agent
may reasonably request.


 


SECTION 3.05.      Conditions Precedent to Each Borrowing.  The obligation of each Lender to make an
Advance on the occasion of each Borrowing (including on the Availability Date)
and of the Issuing Bank to issue a Letter of Credit shall be subject to the
further conditions precedent that on the date of such Borrowing or Letter of
Credit issuance, the following statements shall be true (and each of the giving
of the applicable Notice of Borrowing or Request for Issuance and the
acceptance by the Borrower of the proceeds of such Borrowing or the issuance of
the Letter of Credit on behalf of the Borrower shall constitute a
representation and warranty by the Borrower that on the date of such Borrowing
or of such Letter of Credit issuance, such statements are true):


 


(a)           the Administrative Agent shall have
received a Notice of Borrowing with respect to such Borrowing as required by
Section 2.02(a) or the Issuing Bank shall have received a Request for Issuance
with respect to such Letter of Credit issuance as required by Section 2.10.


 


43

















 


(b)           immediately after such Borrowing or
Letter of Credit issuance, the aggregate outstanding principal amount of all
Revolving Advances and Letter of Credit Obligations will not exceed the
aggregate amount of all Revolving Facility Commitments;


 


(c)           the representations and warranties
contained in this Agreement, the Guaranty Agreement, each Security Agreement,
each Pledge Agreement and each Mortgage are correct on and as of the date of
such Borrowing or Letter of Credit issuance, before and after giving effect to
such Borrowing or Letter of Credit issuance, and to the application of the
proceeds therefrom, as though made on and as of such date;


 


(d)           no event shall have occurred and be
continuing, or would result from such Borrowing or Letter of Credit issuance,
or from the application of the proceeds therefrom, which constitutes a Default;


 


(e)           if such Borrowing or Letter of Credit
issuance is to be secured, directly or indirectly, by any “margin stock”
(within the meaning of Regulation U), the Administrative Agent shall have
received (i) a duly executed Federal Reserve Form FR U-1 for each Lender that
is a bank, for the Issuing Bank and (ii) a duly executed Federal Reserve Form
FR G-3 for each Lender that is not a bank, in each case signed and accepted by
a duly authorized representative of the applicable Lender or the Issuing Bank;
and


 


(f)            the Administrative Agent, or the
Issuing Bank in the case of a Letter of Credit issuance, shall have received
such other approvals, opinions or documents as any Lender through the
Administrative Agent may reasonably request.


 


SECTION 3.06.      Conditions Precedent to Permitted Acquisitions,
Including Borrowings in Connection Therewith.  The right of the Borrower to make any
Permitted Acquisition and the obligation of any Lender to make an Advance on or
after the date of such Permitted Acquisition shall be subject to the conditions
precedent that:


 


(a)           The Borrower shall have demonstrated
to the reasonable satisfaction of the Agents that the acquisition constitutes a
Permitted Acquisition;


 


(b)           In the case of a Borrowing on the
date of such Permitted Acquisition, the Borrower shall have demonstrated to the
satisfaction of the Administrative Agent in its sole good faith discretion that
the closing of such Permitted Acquisition shall occur on such date;


 


(c)           Except for the Disclosed Litigation,
there shall exist no pending or threatened action, suit, investigation,
litigation or proceeding in any court or before any arbitrator or governmental
instrumentality which, in the reasonable opinion of the Agents, could have a
material adverse effect on the condition (financial or otherwise), operations,
properties or prospects of the Borrower or any of its Subsidiaries, whether
before or after giving effect to such Permitted Acquisition, or which, in the
reasonable opinion of the Agents, may adversely affect the legality, validity
or enforceability of this Agreement or any other Loan Document, the ability of
any Loan Party to perform its obligations hereunder or thereunder, or the rights
of any Lender hereunder or thereunder or the ability of any Lender to exercise
such rights;


 


(d)           All material governmental and third
party consents and approvals necessary or, in the opinion of the Agents,
desirable or appropriate in connection with the consummation of such Permitted
Acquisition shall have been obtained (without the imposition of any material
adverse conditions) and shall be in effect (it being understood that all
Federal governmental consents and


 


44

















 


approvals are material), and
the Administrative Agent shall have received evidence satisfactory to it that
the station licenses issued by the FCC relating to the television broadcasting
operations of any television stations to be acquired pursuant to such Permitted
Acquisition shall have been validly assigned to one or more Subsidiaries of the
Borrower, and shall be in full force and effect;


 


(e)           The Collateral Agent shall have
received the following, each dated the closing date for such Permitted
Acquisition (unless otherwise indicated below), in form and substance
satisfactory to the Collateral Agent and in sufficient copies for each Lender
(except for the certificates representing any Pledged Stock to be pledged to
the Collateral Agent, the stock powers delivered in connection with such
Pledged Stock, and any instruments representing Pledged Instruments to be
pledged to the Collateral Agent):


 


(1)           A Notice of Borrowing as required by
Section 2.02(a) in respect of any Borrowing to be borrowed on the closing date
for such Permitted Acquisition, dated the date of its delivery;


 


(2)           Duly executed counterparts of an
agreement pursuant to which each Subsidiary created or acquired in connection
with such Permitted Acquisition shall become obligated as a Guarantor under the
Guaranty Agreement;


 


(3)           Certificates and instruments
representing any Pledged Stock or Pledged Instruments required to be delivered
by the Borrower or any Subsidiary on or before the closing date for such
Permitted Acquisition, including certificates representing all shares of
capital stock of each Subsidiary created or acquired in connection with such
Permitted Acquisition, accompanied by duly executed instruments of transfer or
assignment in blank, in form and substance satisfactory to the Administrative
Agent;


 


(4)           Duly executed counterparts of a
Guarantor Security Agreement, and, if applicable, of a Guarantor Pledge
Agreement with respect to each Subsidiary created or acquired in connection
with such Permitted Acquisition, together with:


 


(A)          financing statements signed by each
Subsidiary created or acquired in connection with such Permitted Acquisition,
with evidence reasonably satisfactory to the Collateral Agent that such
financing statements will be duly filed under the Uniform Commercial Code of
all jurisdictions as may be necessary or, in the opinion of the Collateral
Agent, desirable or appropriate to perfect the security interests created by
the Security Agreements and the Mortgages, and


 


(B)           evidence that all other actions
necessary or, in the opinion of the Collateral Agent, desirable or appropriate
to perfect and protect the security interests and liens created by, and to
reflect the fact that the Collateral Agent is the secured party under, the
Borrower Pledge Agreement, any applicable Guarantor Pledge Agreement and the
Security Agreements shall have been taken;


 


(5)           Duly executed counterparts of
Mortgages (each, a “Permitted
Acquisition Mortgage”) with respect to any Real Property to be
acquired by the Borrower or any of its Subsidiaries in connection with such
Permitted Acquisition and, with respect to each Permitted Acquisition Mortgage:


 


(A)          a policy of title insurance dated the
closing date for such Permitted Acquisition (or an irrevocable commitment to
issue such policy, with all conditions 


 


45

















 


marked satisfied, dated and
recertified the closing date for such Permitted Acquisition) insuring the
perfection, enforce ability and first priority of the Lien created under such
Permitted Acquisition Mortgage as a valid first mortgage Lien on the Real
Property described therein in form and substance and in an amount satisfactory
to the Collateral Agent (with all premiums, expenses and fees paid or caused to
be paid by the Borrower), which policy shall (w) be issued by a title company
reasonably satisfactory to the Collateral Agent, (x) include such reinsurance
arrangements (with provisions for direct access) as shall be reasonably
acceptable to the Collateral Agent, (y) have been supplemented by such
endorsements as shall be requested by Collateral Agent (including, without
limitation, endorsements or opinion letters on matters relating to usury,
contiguity, variable rate, revolving credit, doing business, and so-called
comprehensive coverage over covenants and restrictions), or, where such
endorsements are not available at commercially reasonable premium costs,
opinion letters of special counsel, architects or other professionals, which
counsel, architects or other professionals shall be reasonably acceptable to
the Collateral Agent and (z) contain only such exceptions to title as shall be
reasonably satisfactory to the Collateral Agent;


 


(B)           with respect to the Real Property
encumbered by each Permitted Acquisition Mortgage, an ALTA survey with respect
to such Real Property, in form and substance reasonably satisfactory to the
Collateral Agent; and


 


(C)           evidence satisfactory to the
Collateral Agent that arrangements shall have been made for the recording of
each Permitted Acquisition Mortgage and the payment by the Borrower of any
mortgage, recording, documentary stamp, privilege or other taxes and recording
charges payable with respect to each Permitted Acquisition Mortgage;


 


(6)           Certified copies of the resolutions
of the Board of Directors of the Borrower and each Subsidiary party hereto and
thereto approving each agreement to which it is or is to be a party in
connection with such Permitted Acquisition;


 


(7)           A certificate of the Secretary or an
Assistant Secretary of the Borrower and each Subsidiary certifying the names
and true signatures of the officers of the Borrower or such Subsidiary who
shall be authorized to sign each agreement to which it is or is to be a party
in connection with such Permitted Acquisition and the other documents to be
delivered by it hereunder or thereunder;


 


(8)           Copies of all authorizations,
consents and approvals of, evidence of other actions by, notices to and filings
with, all governmental authorities and regulatory bodies required for the due
execution, delivery and performance by the Borrower or any Subsidiary of each
agreement to which it is or is to be a party in connection with such Permitted
Acquisition and the other documents to be delivered by it thereunder;


 


(9)           Certificates of the chief financial
officer of the Borrower and of each Subsidiary created or acquired in
connection with such Permitted Acquisition in substantially the form of Exhibit
L or M, as the case may be;


 


(10)         Evidence of insurance for the business
and properties of each Subsidiary created or acquired in connection with such
Permitted Acquisition, in form and substance


 


46

















 


satisfactory to the
Administrative Agent (and if requested by the Administrative Agent, naming the
Administrative Agent as additional insured and loss payee) with responsible and
reputable insurance companies or associations satisfactory to the Lead
Arrangers in such amounts and covering such risks as are satisfactory to the
Agents;


 


(11)         A favorable opinion of Sonnenschein
Nath & Rosenthal, LLP, counsel for the Borrower and each Guarantor, in
substantially the form of Exhibit F (but expressing opinions with respect to
such Permitted Acquisition) and as to such other matters as any Lender through
the Administrative Agent may reasonably request.


 


(12)         Favorable opinions of local counsel for
the Borrower with respect to each jurisdiction where any Real Property to be
acquired in connection with such Permitted Acquisition shall be located, in
each case in form and substance reasonably satisfactory to the Administrative
Agent (but expressing opinions with respect to such Permitted Acquisition), and
a favorable opinion of special FCC counsel for the Borrower, in form and
substance reasonably satisfactory to the Administrative Agent (but expressing
opinions with respect to such Permitted Acquisition), and such other opinions
as any Lender through the Administrative Agent may reasonably request;


 


(13)         An environmental report, in each case
in form and substance satisfactory to the Agents, with respect to properties to
be acquired, leased or operated by the Borrower or any of its Subsidiaries in
connection with such Permitted Acquisition;


 


(14)         The written consent of each party
(other than the Borrower or any of its Subsidiaries) to any agreement to which
it is or is to be a party in connection with such Permitted Acquisition to the
assignment by the Borrower or any Guarantor of its rights and claims under such
agreement to the Administrative Agent under the Borrower Security Agreement or
a Guarantor Security Agreement;


 


(15)         A certificate of the chief financial
officer of the Borrower, in substantially the form of Exhibit J, certifying the
Borrower’s compliance as of the most recent date for compliance prior to the
date of such certificate, after giving effect on a Pro Forma Basis to such
Permitted Acquisition, with the provisions of this Agreement set forth therein;
and


 


(16)         Such other financial and non-financial
information regarding the Borrower or any of its Subsidiaries and such other
approvals, opinions or documents as any Lender through the Administrative Agent
may reasonably request.


 


ARTICLE 4


 


REPRESENTATIONS AND
WARRANTIES


 


SECTION 4.01.      Representations and Warranties of the Borrower.  The Borrower represents and warrants as
follows:


 


(a)           Due
Incorporation, Etc.  Each of
the Borrower and its Subsidiaries that is a corporation is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction indicated next to such corporation’s name on Schedule 4.01(a) and
has all requisite corporate powers and all FCC and all other material
governmental licenses, authorizations, consents and approvals required to own
or lease and operate its properties and to carry on its


 


47

















 


business as now conducted
and as proposed to be conducted and to execute and deliver, and to perform all
of its obligations under, the Loan Documents and New Notes Documents to which
it is or will be a party. Each of the Borrower and each of its Subsidiaries
that is a corporation is duly qualified or licensed to do business as a foreign
corporation in good standing in all jurisdictions in which it owns or leases
assets and property or in which the conduct of its business requires it to so
qualify or be licensed, except for such jurisdictions in which the failure to
so qualify or be licensed would not have a material adverse effect on the
business, condition (financial or otherwise), operations, properties or
prospects of the Borrower or such Subsidiary, as the case may be. Each of the
Borrower’s Subsidiaries that is a partnership is a partnership duly organized,
validly existing and in good standing under the laws of the jurisdiction under
which it is organized and has all requisite power and authority to own or lease
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted and to execute and deliver, and to perform all of its
obligations under, the Loan Documents and New Notes Documents to which it is or
will be a party. Each of the Borrower’s Subsidiaries that is a partnership is
duly qualified or licensed to do business and has complied with all fictitious
name statutes and other similar laws in all jurisdictions in which it owns or
leases assets and property or in which the conduct of its business requires it
to so qualify or be licensed or comply, except for such jurisdictions in which
the failure to so qualify or be licensed or comply would not have a material
adverse effect on the business, condition (financial or otherwise), operations,
properties or prospects of such Subsidiary.


 


(b)           Due
Authorization and Execution, Etc. 
The execution, delivery and performance by the Borrower and each of its
Subsidiaries of each Loan Document and each New Notes Document to which it is
or will be a party and the transactions contemplated by the Loan Documents and
New Notes Documents are within the Borrower’s and such Subsidiary’s corporate
powers (or its partnership powers, in the case of each Subsidiary that is a
partnership), have been duly authorized by all necessary corporate action (or
all necessary action of the partners, in the case of each Subsidiary that is a
partnership) and do not and will not (i) require any consent or approval of the
stockholders or partners of the Borrower or such Subsidiary except such
consents and approvals as shall have been duly obtained and shall be in full
force and effect, (ii) contravene the Borrower’s or such Subsidiary’s
certificate of incorporation or by-laws, in the case of each Subsidiary that is
a corporation, or the partnership agreement governing such Subsidiary, in the
case of each Subsidiary that is a partnership, (iii) violate any law, rule,
regulation (including, without limitation, Regulations T, U and X of the Board
of Governors of the Federal Reserve System), order, writ, judgment, injunction,
decree, determination or award or any contractual restriction binding on or
affecting the Borrower or such Subsidiary, or any of their respective properties,
or (iv) result in or require the creation or imposition of any mortgage, deed
of trust, pledge, lien, security interest or other charge or encumbrance of any
nature (other than pursuant to the Loan Documents hereunder and pursuant to
Collateral Documents upon or with respect to any of the properties now owned or
hereafter acquired by the Borrower or any of its Subsidiaries). Neither the
Borrower nor any of its Subsidiaries is in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
or restriction.


 


(c)           Government
Consents.  No authorization,
consent, approval or other action by, and no notice to or filing with, any
governmental, administrative or judicial authority or regulatory body is
currently, or is reasonably expected to be, required for the due execution,
delivery or performance by the Borrower or any of its Subsidiaries of any Loan
Document (other than the Collateral Documents) to which it is or will be a
party and the operation of the television broadcasting business of the Borrower
and its Subsidiaries, all of which have been made and are in full force and
effect, and except for the filing of certain of the Loan Documents with the FCC
within 30 days of their execution pursuant to 47 C.F.R. Section 73.3613.


 


48

















 


(d)           Legal,
Valid and Binding Nature. 
This Agreement is, and each other Loan Document and each Related
Document to which the Borrower or any of its Subsidiaries is or will be a party
will, when delivered, be, a legal, valid and binding obligation of the Borrower
and such Subsidiaries as are or will be parties thereto, enforceable against
the Borrower and such Subsidiaries in accordance with its respective terms,
except (other than in the case of Article X of the indentures governing the
Existing Subordinated Debt and the New Subordinated Notes and any similar
provisions of any indentures governing any other Permitted Subordinated Debt)
as such enforcement may be limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally and general principles of equity.


 


(e)           Capitalization
and Subsidiaries.  On the
Effective Date, the authorized capital stock of the Borrower will consist
of:  40,000,000 shares of Class A Common
Stock, par value $.001 per share; 20,000,000 shares of Class B Common Stock,
par value $.001 per share; and 20,000,000 shares of Class C Common Stock, par
value $.001 per share.  Set forth on
Schedule 4.01(a) is a complete and accurate list of all of the Borrower’s
Subsidiaries as of the Effective Date, showing as of such date (as to each such
Subsidiary) the jurisdiction of its incorporation, the number of shares of each
class of capital stock authorized, the number of shares of each class of
capital stock outstanding on the date hereof, the direct owner of the
outstanding shares of each such class owned and the jurisdictions in which such
Subsidiary is qualified to do business as a foreign corporation. All of the
general and limited partnership interests of each Subsidiary that is a
partnership are owned, legally and beneficially, by the Borrower or a wholly
owned Subsidiary of the Borrower, in each case free and clear of all liens,
security interests and other charges or encumbrances other than the liens and
security interests under the Security Agreements. Except as set forth in
Schedule 4.01(e), there are no outstanding options, warrants, rights of
conversion or purchase, or similar rights to acquire capital stock or
partnership interests of the Borrower or any of its Subsidiaries or other
agreements of any character whatsoever relating to any shares of capital stock
or partnership interests of the Borrower or any such Subsidiaries; all of the
issued and outstanding capital stock of the Borrower and each of its
Subsidiaries that is a corporation has been duly authorized, validly issued and
is fully paid and non-assessable; all of the partnership interests of each
Subsidiary that is a partnership have been validly issued pursuant to the terms
of the applicable partnership agreement; all of the issued and outstanding
capital stock of each Subsidiary of the Borrower that is a corporation is
directly owned, legally and beneficially, by the Borrower, in each case free
and clear of all liens, security interests and other charges or encumbrances
other than the Liens created by the Pledge Agreements and Security Agreements.


 


(f)            Financial
Statements; No Material Adverse Change.  The consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2002 and as at September 30, 2003, and the
related consolidated statements of income and shareholders’ equity and
statement of changes in cash flows of the Borrower and its Subsidiaries for the
fiscal year or quarter then ended, as applicable, fairly present, respectively,
the consolidated financial condition of the Borrower and its Subsidiaries as at
such date and the consolidated results of operations of the Borrower and its
Subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles. 
Since December 31, 2002 there has been no material adverse change in the
business, condition (financial or otherwise), operations, properties or
prospects of the Borrower or of any of its Subsidiaries or of the Borrower and
its Subsidiaries taken as a whole.  The
effectiveness of the Availability Date Transactions shall not be deemed to be
such a change.


 


(g)           Solvency.  Each of the Borrower and the Borrower and
its Subsidiaries taken as a whole and each Guarantor individually and taken as
a whole with its Subsidiaries is and, after


 


49

















 


receipt and application of
the Advances in accordance with the terms of this Agreement and the New Notes
Documents, will be Solvent.


 


(h)           Absence
of Litigation; Litigation Description. (i) No actions, suits,
investigations, litigation or proceedings are pending or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries or the properties of the Borrower or any such Subsidiary before
any court, arbitrator or governmental department, commission, board, bureau,
agency or instrumentality, domestic or foreign, (A) which may materially
adversely affect the business, condition (financial or otherwise), operations,
properties or prospects of the Borrower or any such Subsidiary, except as
disclosed in Schedule 4.01(h) (the “Disclosed Litigation”), or (B) which purports
to affect the legality, validity or enforceability of this Agreement or any
other Loan Document or any Related Document, the ability of any Loan Party to
perform its obligations hereunder or thereunder, or the rights of any Lender
hereunder or thereunder or the ability of any Lender to exercise such rights.


 


(ii)           Except for the Disclosed Litigation,
no action, suit, investigation, litigation or proceeding is pending or, to the
knowledge of the Borrower, threatened in any court or before any arbitrator or
governmental entity specified above in connection with the Availability Date
Transactions or in connection with the use of the proceeds hereof or thereof.


 


(iii)          On the Effective Date and at all times
thereafter, there shall have been no change since the date of this Agreement in
the status of any of the actions, suits, investigations, litigation or
proceedings referred to in Schedule 4.01(h) that is materially adverse to the
Borrower or any of its Subsidiaries or the Availability Date Transactions or
the Loan Documents.


 


(i)            Ownership
of Properties; Absence of Liens and Encumbrances.  The Borrower and its Subsidiaries have good
and marketable title to and are in lawful possession of, or have valid
leasehold interests in, or have the right to use pursuant to valid and
enforceable agreements or arrangements, all of their respective properties and
other assets (real or personal, tangible, intangible or mixed), except where
the failure to have or possess the same with respect to such properties or
other assets would not, in the aggregate, have a material adverse effect on the
business, condition (financial or otherwise), operations, properties or
prospects of the Borrower or any of its Subsidiaries. Except as disclosed on
Schedule 4.01(i) of this Agreement, there are no material Liens on any property
or asset of the Borrower or any of its Subsidiaries except for the security
interests created under the Pledge Agreements, the Security Agreements and the
Mortgages, it being understood that, for purposes only of this Section 4.01(i),
any Lien securing an obligation of $300,000 or more on property or assets is
material.


 


(j)            No
Burdensome Agreements. 
Neither the Borrower nor any of its Subsidiaries is a party to any
indenture, loan or credit agreement or any lease or other agreement or
instrument or subject to any charter or corporate restriction or partnership
agreement or other partnership restriction that would have a material adverse
effect (i) on the business, condition (financial or otherwise), operations,
properties or prospects of the Borrower or any of its Subsidiaries, or (ii) on
the ability of the Borrower or any of its Subsidiaries to carry out its
obligations under any of the Loan Documents or Related Documents to which it is
or will be a party; provided that
it is agreed that the indentures governing the Existing Subordinated Debt and
the New Notes and any other indentures in substantially the same form as such
indentures, do not have any such effect.


 


(k)           Payment
of Taxes.  The Borrower and
each of its Subsidiaries has filed or caused to be filed all Federal, state and
franchise tax returns and information and other similar filings, and all
material other tax returns and information and other similar filings, required
to be filed,


 


50

















 


and paid all amounts of
taxes, including interest and penalties, which have become due pursuant to such
returns or pursuant to any assessments received by the Borrower or any of its
Subsidiaries, except to the extent of any taxes being contested by or on behalf
of the Borrower or such Subsidiary in good faith and by proper proceedings and
for which adequate provision for payment has been made and adequate reserves
are being maintained in accordance with generally accepted accounting
principles consistently applied by the Borrower or such Subsidiary, as the case
may be, and so long as the proceedings referred to above could not subject any
Agent or any Lender to any civil or criminal penalty or liability or involve
any risk of loss, sale or forfeiture of any material item of Collateral. The
Borrower has no knowledge of any actual or proposed additional tax assessments
against it or any of its Subsidiaries which, singly or in the aggregate, could
have a material adverse effect on the Borrower or any of its Subsidiaries.


 


(l)            Accuracy
of Information Given to Lenders. 
No information, exhibit, report, document, certificate or written
statement, including without limitation this Agreement, furnished in writing to
any Lender by or on behalf of the Borrower in connection herewith contained any
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained therein, in light of the
circumstances under which such information, exhibit, report or other written
information was or is to be used, not misleading, nor do such information,
exhibits, reports, documents, certificates and statements, taken as a whole,
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained therein not
misleading. There is no fact known to the Borrower or any officer of the
Borrower which the Borrower has not disclosed to the Lenders in writing which
in the reasonable judgment of the Borrower and its officers would materially
adversely affect the business, condition (financial or otherwise), operations,
properties or prospects of the Borrower or any of its Subsidiaries or the
ability of the Borrower or any of its Subsidiaries to perform its respective
obligations under any Loan Document or any document contemplated hereby or
thereby. The financial projections and forecasts of the Borrower delivered by
the Borrower to any of the Agents, the Lead Arrangers and the Lenders were
prepared on the basis of the assumptions stated therein and represented, at the
time of delivery, the Borrower’s best estimate of its future financial
performance and such assumptions were fair in the light of business conditions
existing at the time of such delivery of such projections and forecasts; and
any such financial projections and forecasts, if prepared as of the date
hereof, would contain estimates of the Borrower’s future financial performance
which would not materially adversely differ from the respective estimates
contained in the financial projections and forecasts delivered by the Borrower
to any of the Agents, the Lead Arrangers and the Lenders.


 


(m)          ERISA.  Except as described in Schedule 4.01(m), no
Plan or Multiemployer Plan exists as of the date of this Agreement.  With respect to each Plan described in
Schedule 4.01(m) and any other Plan which shall exist: (i) no Termination Event
has occurred or is reasonably expected to occur with respect to any Plan and
(ii) no event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA
has occurred or is reasonably expected to occur with respect to any Plan.  With respect to each Multiemployer Plan
described in Schedule 4.01(m) and any other Multiemployer Plan which shall
exist: (i) neither the Borrower nor any ERISA Affiliate of the Borrower has incurred,
or is reasonably expected to incur, any Withdrawal Liability to any
Multiemployer Plan and (ii) neither the Borrower nor any ERISA Affiliate of the
Borrower has received any notification that any Multiemployer Plan is in
reorganization or has been terminated, within the meaning of Title IV of ERISA,
and no Multiemployer Plan is reasonably expected to be in reorganization or to
be terminated within the meaning of Title IV of ERISA.


 


(n)           List
of Debt.  Set forth on
Schedule 4.01(n) is a complete and accurate list of all Debt of the Borrower
and its Subsidiaries that will be outstanding as of the Effective Date


 


51

















 


following the Borrowings
hereunder and the application of the proceeds thereof as contemplated hereby,
other than (i) Debt arising under the Loan Documents, the Existing Subordinated
Debt and the New Notes, and (ii) Debt having a principal amount of less than
$500,000.


 


(o)           Not
a Purpose Credit.  The
Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying “margin stock” (within the meaning of Regulation T or
Regulation U), and no proceeds of any Advance, other than proceeds of Advances
used to purchase shares of common stock of the Borrower to the extent permitted
by clauses (iv) or (v) of Section 5.02(g) hereof, will be used to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any margin stock; none of the Pledged Stock constitutes
margin stock.


 


(p)           Prohibited
Securities Transactions.  No
proceeds of any Advance will be used by the Borrower or any of its Subsidiaries
to acquire any security in any transaction that is subject to Section 12 of the
Securities Exchange Act of 1934, as amended, other than proceeds of Advances
used to purchase shares of common stock of the Borrower to the extent permitted
by clauses (iv) or (v) of Section 5.02(g) hereof.


 


(q)           Investment
Company Act.  Neither the
Borrower nor any of its Subsidiaries is an “investment company” or a company
“controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as amended.


 


(r)            Casualties.  Neither the business nor the properties of
the Borrower or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm, hail,
earthquake, embargo, act of God or of the public enemy or other casualty,
materially adversely affecting the business, condition (financial or
otherwise), operations, properties or prospects of the Borrower or any such
Subsidiary.


 


(s)           Executive
Compensation Agreements.  Set
forth in Schedule 4.01(s) is a complete and accurate list of all compensation
arrangements in effect as of the date of this Agreement between the Borrower or
any of its Subsidiaries and the five most highly compensated executive officers
of the Borrower and its Subsidiaries.


 


(t)            Collateral,
Etc.    Schedule 4.01(t)
contains a complete and accurate description and list as of the Effective Date
of the location, by state, county and street address and operating division, of
all of the Real Property of the Borrower and its Subsidiaries, together with
the lessors thereof, the status of any consent from the lessor with respect to
any such Leasehold obtained or proposed to be obtained in connection with any
Loan Document or any Related Document.


 


(ii)           The
Borrower or a Guarantor is the record and beneficial owner of all of the
presently existing Collateral covered by (A) the Security Agreements, (B) the
Pledge Agreements and (C) the Mortgages, in each case free and clear of all
mortgages, deeds of trust, pledges, liens, security interests, options and
other charges or encumbrances, except for those created or permitted by this
Agreement and the Collateral Documents.


 


(iii)          The
Borrower or a Guarantor has good, marketable and insurable fee simple title to
all Real Property and a valid and indefeasible leasehold interest in all
Leaseholds, free and clear of all liens, charges and encumbrances of every kind
and character, except for those created or permitted by this Agreement and the
Collateral Documents.


 


52

















 


(iv)          Each Ground Lease (as defined in the
Mortgages) is a valid and subsisting lease in full force and effect in
accordance with the terms
thereof; the Borrower or a Guarantor, as the case may be, is in possession of
all Real Property and the Leaseholds constituting part of the Collateral and no
material default by the Borrower or such Guarantor, as the case may be, exists
and neither the Borrower nor any Guarantor has knowledge of any other default
under such Ground Lease or other agreement relating to any Real Property or
Leaseholds constituting part of the Collateral; and no lien, charge or
encumbrance of any kind or character exists on or with respect to the
Borrower’s or the Guarantor’s, as the case may be, interest in any such Real
Property or Leasehold, other than Permitted Liens.


 


(u)           Consents.
Set forth in Schedule 4.01(u) is a complete and accurate list of all consents
required in connection with the Financing Transactions and the Loan Documents
(other than the Collateral Documents) (including, but not limited to, consents
relating to all network affiliation contracts, power site leases and FCC
matters), all of which will have been duly obtained and shall be in full force
and effect on the Effective Date and at all times thereafter, except where the
failure to obtain such consents will not have a material adverse effect, alone
or in the aggregate, on the business, condition (financial or otherwise),
operations, properties or prospects of the Borrower or any of its Subsidiaries.


 


(v)           Security
Agreements.  As of the
Availability Date and at all times thereafter, each Security Agreement will
create valid and perfected first priority security interests in and liens on
the Collateral covered thereby (except as provided therein), such security
interests and liens being in each case enforceable against all third parties
and securing the payment of all obligations purported to be secured thereby,
and all filings and other actions necessary or advisable to perfect and protect
such security interests shall have been duly made or taken.


 


(w)          Mortgages.  From and after the Availability Date, each
Mortgage will create a valid and enforceable first priority mortgage lien on
and security interest in the Real Property covered thereby, enforceable against
the Borrower or the Guarantor granting such Mortgage, as the case may be, and
all third parties, and securing the payment of all obligations purported to be
secured thereby, and all filings and other actions necessary or desirable to
perfect and protect such mortgage lien and security interest will have been
duly taken.


 


(x)            Status
Under Communications Act. 
Each material license, permit and other authority issued, granted,
approved or otherwise authorized by the FCC for the benefit of the Borrower or
any of its Subsidiaries is in good standing, unimpaired by any act or omission
of the Borrower or any of its Subsidiaries or any of their respective officers,
directors, employees or agents. Neither the Borrower nor any of its
Subsidiaries is the subject of any outstanding citation, order or, to the
knowledge of the Borrower, investigation by the FCC which would have a material
adverse effect on the business, condition (financial or otherwise), operations,
properties or prospects of the Borrower or any of its Subsidiaries, and no such
citation, order or investigation to the knowledge of the Borrower or any of its
Subsidiaries is contemplated by the FCC. The Borrower and each of its
Subsidiaries has filed all material reports and applications required to be
filed by the FCC or the Communications Act and has paid all fees required to be
paid by the FCC or the Communications Act.


 


(y)           Compliance
with Environmental Requirements; No Hazardous Materials. Except as
described on Schedule 4.01(y) and except to the extent the matters referred to
below would result in liabilities for the Borrower and its Subsidiaries of less
than $300,000 in the aggregate, after giving effect to the Acquisition:


 


53

















 


(i)            Other than in compliance with all
applicable Environmental Laws, no Hazardous Materials are located on any
properties now or previously owned, leased or operated by the Borrower or any
of its Subsidiaries or have been released into the environment, or deposited,
discharged, placed or disposed of at, on or under any of such properties. No
portion of any such property is being used, or has been used at any previous
time, for the disposal, storage, treatment, processing or other handling of
Hazardous Materials (other than processing or handling incidental to the
generation of Hazardous Materials in compliance with all applicable
Environmental Laws).


 


(ii)           No asbestos or asbestos-containing
materials in airborne or friable form are present on any of the properties now
or previously owned, leased or operated by the Borrower or any of its
Subsidiaries.


 


(iii)          No polychlorinated biphenyls are
located on or in any properties now or previously owned, leased or operated by
the Borrower or any of its Subsidiaries, in the form of electrical
transformers, fluorescent light fixtures with ballasts, cooling oils or any
other device or form.


 


(iv)          No underground storage tanks are
located on any properties now or previously owned, leased or operated by the
Borrower or any of its Subsidiaries, or were located on any such property and
subsequently removed or filled.


 


(v)           No notice, notification, demand,
request for information, complaint, citation, summons, investigation,
administrative order, consent order and agreement, litigation or settlement
with respect to Hazardous Materials has been received by the Borrower or any of
its Subsidiaries or, to the Borrower’s knowledge, is proposed, threatened or
anticipated with respect to or in connection with the operation of any
properties now or previously owned, leased or operated by the Borrower or any
of its Subsidiaries.  All such properties
and their existing and prior uses comply and at all times have complied with
any applicable governmental requirements relating to environmental matters or
Hazardous Materials.  There is no
condition on any of such properties which is in violation of any applicable
governmental requirements relating to Hazardous Materials, and neither the
Borrower nor any of its Subsidiaries has received any communication from or on
behalf of any governmental authority that any such condition exists.  None of such properties nor any property to
which the Borrower has, directly or indirectly, transported or arranged for the
transportation of any material is listed or, to the Borrower’s knowledge,
proposed for listing on the National Priorities List promulgated pursuant to
CERCLA, on CERCLIS (as defined in CERCLA) or on any similar federal, state or
foreign list of sites requiring investigation or cleanup, nor, to the knowledge
of the Borrower, is any such property anticipated or threatened to be placed on
any such list.


 


(vi)          There has been no environmental
investigation, study, audit, test, review or other analysis conducted of which
the Borrower has knowledge in relation to the current or prior business of the
Borrower or any property or facility now or previously owned, leased or
operated by the Borrower or any of its Subsidiaries which has not been
delivered to the Lenders or will not have been delivered to the Lenders at
least five days prior to the Effective Date.


 


For
purposes of this Section 4.01(y), (x) the terms “Borrower” and “Subsidiary”
shall include any business or business entity (including a corporation) which
is, in whole or in part, a predecessor of the Borrower or any Subsidiary if the
Borrower or such Subsidiary, as a successor


 


54

















 


to such business or business
entity, is or could be subject to successor liability under applicable law and
(y) any representation made with respect to properties not presently owned,
leased or operated by the Borrower or any of its Subsidiaries shall be limited
to conditions, activities or requirements at or in connection with such
properties for which the Borrower or any of its Subsidiaries is or could be
subject to liability.


 


(z)            Compliance
with Laws. The Borrower and its Subsidiaries are in compliance in
all material respects with all applicable laws, rules and regulations, other
than such laws, rules or regulations (i) the validity or applicability of which
the Borrower or such Subsidiary is contesting in good faith or (ii) the failure
to comply with which would not have a material adverse effect on the business,
condition (financial or otherwise), operations, properties or prospects of the
Borrower or any of its Subsidiaries.


 


(aa)         Obligations
Are Senior Debt and Designated Senior Debt.  All obligations of the Borrower and the
Guarantors under this Agreement, the Notes, the Guaranty Agreement, the other
Loan Documents and any Interest Rate Protection Agreements are “Senior Debt”
and “Designated Senior Debt” within the meaning of, and are entitled to the
benefits of, Article X of the indentures governing the Existing Subordinated
Debt, the New Subordinated Notes and of any indentures governing any other
Permitted Subordinated Debt.


 


(bb)         [Intentionally Omitted].


 


(cc)         Representations
in New Notes Documents Are True and Correct.  Upon the issuance and sale of the New Notes,
each of the representations and warranties of the Borrower and its Subsidiaries
contained in the New Notes Documents will be true and correct in all material
respects.


 


ARTICLE 5


 


COVENANTS OF THE BORROWER


 


SECTION 5.01.      Affirmative Covenants.  So long as any Obligation hereunder or under
any Loan Document shall remain unpaid, or any Letter of Credit shall be
outstanding, or any Advance shall be outstanding, or any Lender shall have any
Revolving Facility Commitment hereunder, the Borrower will, unless the Majority
Lenders otherwise consent in writing:


 


(a)           Compliance
with Laws, Etc.  Perform and
promptly comply, and cause each of its Subsidiaries to perform and promptly
comply, in all material respects, and cause all property of the Borrower and
each such Subsidiary to be maintained, used and operated in all material
respects in accordance with all (i) present and future laws, ordinances, rules,
regulations, orders and requirements (including, without limitation, the
Communications Act, Environmental Laws and ERISA) of every duly constituted
governmental or quasi-governmental authority or agency applicable to the
Borrower, any of its Subsidiaries or any of their properties, (ii) similarly
applicable orders, rules and regulations of any regulatory, licensing,
accrediting, insurance underwriting or rating organization or other body
exercising similar functions, and (iii) similarly applicable duties or
obligations of any kind imposed under any certificate of occupancy, Leasehold
or otherwise by law, covenant, conditions, agreement or easement, public or
private, in each case except where the failure to perform and promptly comply
would not result in a material adverse affect on the business, condition
(financial or otherwise), operations, properties or prospects of the Borrower,
of any of its Subsidiaries or of the Borrower and its Subsidiaries taken as a
whole.


 


55

















 


(b)           Conduct
of Business; Preservation of Corporate Existence.  Continue, and cause each of its Subsidiaries
to continue, to engage only in business of the same general type as conducted
by the Borrower and its Subsidiaries as of the Effective Date, and preserve and
maintain, and cause each of its Subsidiaries that is a corporation to preserve
and maintain, its corporate existence and corporate rights (charter and
statutory), and those corporate franchises material to the business or
operations of the Borrower or such Subsidiary and to cause each of its Subsidiaries
that is a partnership to preserve and maintain its existence as a partnership
and its rights (both under law and pursuant to its partnership agreement) as
such, and those franchises material to the business or operations of such
partnership.


 


(c)           Visitation
Rights.  At any reasonable
time and from time to time, upon reasonable notice permit any Agent or any of
the Lenders or any agents or representatives thereof to examine and make copies
of and abstracts from the records and books of account of, and visit the
properties of, the Borrower and any of its Subsidiaries, and to discuss the
business and financial affairs, finances and accounts of the Borrower and any
of its Subsidiaries with any of their officers or directors and with its
independent certified public accountants and advise such accountants that the
Agents and the Lenders have been authorized to exercise all rights of the
Borrower to require such accountants to disclose any and all financial
statements and other information of any kind that they may have with respect to
the Borrower and any of its Subsidiaries and direct such accountants to comply
with any requirements of any Agent or any Lender for such information.


 


(d)           Keeping
of Books.  Keep, and cause
each of its Subsidiaries to keep, proper books of record and account, in which
full and correct entries shall be made of all financial transactions and the
assets and business of the Borrower and each of its Subsidiaries in accordance
with generally accepted accounting principles.


 


(e)           Maintenance
of Insurance.  Maintain, and
cause each of its Subsidiaries to maintain, insurance with responsible and
reputable insurance companies or associations in such amounts, with such
deductibles and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas
in which the Borrower or such Subsidiary operates.  If the Borrower or any Subsidiary receives any Major Casualty
Proceeds, notwithstanding any requirements contained in the Collateral
Documents requiring that Major Casualty Proceeds must be paid directly to the
Collateral Agent, the Borrower shall deliver, and shall cause each of its
Subsidiaries to deliver, such Major Casualty Proceeds to the Collateral Agent,
to be held, applied and distributed in accordance with Section 5 of the
Security Agreement. Until so delivered, any such Major Casualty Proceeds shall
be held in trust for the benefit of the Collateral Agent and shall not be
commingled with any other funds or property of the Borrower or any of its
Subsidiaries.


 


(f)            Payment
of Taxes, Etc.  (i) File, and
cause each of its Subsidiaries to file, all tax returns and information and
other similar filings (Federal, state, local and foreign) required to be filed;
(ii) pay and discharge, and cause each of its Subsidiaries to pay and
discharge, before the same shall become delinquent, (A) all taxes, assessments
and governmental charges or levies imposed upon it or upon its property and (B)
all lawful claims that, if unpaid, might by law become a Lien upon its
property, provided that neither
the Borrower nor any such Subsidiary shall be required to pay or discharge any
such tax, assessment, charge or claim that is being contested in good faith and
by proper proceedings and in respect of which adequate provision for payment
has been made and adequate reserves are being maintained in accordance with
generally accepted accounting principles and as long as the proceedings
referred to above could not subject any Agent or any Lender to any civil or
criminal penalty or liability or involve any risk of the sale, loss or
forfeiture of any item of Collateral and, where applicable, in accordance with
the Mortgages; and


 


56

















 


provided  further that in the case
of any item of the foregoing description involving in excess of $250,000, the
appropriateness of the proceedings shall be supported by an opinion of the
independent counsel responsible for such proceedings and the adequacy of such
reserves, if any, shall be supported by an opinion of the independent
accountants of the contesting Person (which opinions shall be delivered to the
Lenders); and (iii) maintain, and cause each of its Subsidiaries to maintain,
appropriate reserves in respect of all taxes, assessments, governmental charges
and levies imposed on it or upon its property.


 


(g)           Maintenance
of Properties, Etc.  Maintain
and preserve, and cause each of its Subsidiaries to maintain and preserve, in
good working order and condition, ordinary wear and tear excepted, all of its
properties with respect to which failure to so maintain and preserve would have
a material adverse effect on the business, condition (financial or otherwise),
operations, properties or prospects of the Borrower or any Subsidiary or on the
value or utility to the Borrower or such Subsidiary of any property material to
its business.


 


(h)           Maintenance
of FCC Licenses, Affiliation Agreements, Etc.  Maintain and preserve, and cause each of its
Subsidiaries to maintain and preserve, each license, franchise, permit and
other authorization necessary or desirable under the Communications Act or
otherwise with respect to which the failure to so maintain and preserve would
have a material adverse effect on the business, condition (financial or
otherwise), operations, properties or prospects of the Borrower or any such
Subsidiary or on the value or utility to the Borrower or such Subsidiary of any
such authorization, including, but not limited to, performing and observing
(except as otherwise provided by law) each term and provision of each network
affiliation agreement to which it is a party and maintaining each such
agreement in full force and effect, it being understood that failure to
maintain any such network affiliation agreement in full force and effect shall
be deemed to result in such a material adverse effect, such material adverse
effect being deemed to occur at such time as programming ceases to be provided
pursuant to such network affiliation agreement, provided that such material adverse effect shall not be
deemed to occur if, prior to the time that such programming ceases, the
Borrower or such Subsidiary shall have entered into a network affiliation
agreement with another network which agreement and network are reasonably satisfactory
to the Majority Lenders.


 


(i)            Arm’s-Length
Transactions.  Conduct, and
cause each of its Subsidiaries to conduct, all transactions otherwise permitted
under the Loan Documents with any of its Affiliates on terms that are fair and
reasonable and no less favorable to the Borrower or such Subsidiary than it
would obtain in a comparable arm’s-length transaction with a Person not an
Affiliate of the Borrower or any such Subsidiary, as the case may be, and, in
each case in which any Affiliate of the Borrower acts as sales representative,
commission agent or the like on behalf of the Borrower or any of its
Subsidiaries, cause the arrangements with respect thereto to provide that such
Affiliate (i) shall not receive, directly or indirectly, compensation (including
percentage of the sales price to be paid, time and terms of payment) or other
benefits greater than that which is then typical in the industry for similar
transactions, and (ii) shall deal at all times with the Borrower and its
Subsidiaries at arm’s length, provided
that, so long as the Borrower owns (directly or indirectly) 100% of the capital
stock or partnership interests of each Guarantor, transactions between the
Borrower and any Guarantor or between any two Guarantors need not be on terms no
less favorable than any such party would obtain in a comparable arm’s-length
transaction.


 


(j)            Solvency.  Continue to be Solvent and cause each of its
Subsidiaries to continue to be Solvent.


 


57

















 


(k)           Plan
Contribution.  Make, and
cause each Subsidiary to make, when due, all contributions required by law to
be made to all Plans.


 


(l)            Liquidity.  Maintain, and cause each of its Subsidiaries
to maintain, cash and Temporary Cash Investments of at least $50,000,000 in the
aggregate for the Borrower and its Subsidiaries.


 


(m)          [Intentionally Omitted.]


 


(n)           [Intentionally Omitted.]


 


(o)           Senior
Secured Debt to Operating Cash Flow Ratio.  Cause the Senior Secured Debt to Operating Cash Flow Ratio (i) as
of the Effective Date to be equal to or less than 1.75x after giving effect, on
a Pro Forma Basis, to the New Notes Financing and (ii) as of the last day of
each Fiscal Quarter, to be not greater than 1.75x.


 


(p)           Accuracy
of Information Given to Lenders. 
Use its best efforts to ensure that all written information, exhibits or
reports furnished by the Borrower or any of its Subsidiaries to any Agent or
any Lender will contain no untrue statement of a material fact and will not
omit to state any material fact or any fact necessary to make the statements
contained therein not misleading.


 


(q)           Management.  Retain as its chief executive officer its
present Chairman. Notwithstanding anything to the contrary in this Agreement,
all policy and operational decisions relating to the operations of any
television broadcasting stations now or hereafter owned or operated by the
Borrower or any of its Subsidiaries will remain within the exclusive control of
the Borrower or its Subsidiaries.


 


(r)            Further
Assurances.  Promptly, upon
request by any Agent or any Lender through the Administrative Agent, correct,
and cause each party to a Loan Document to promptly correct, any defect or
error that may be discovered in any Loan Document or in the execution,
acknowledgment or recordation thereof. Promptly, upon request by any Agent or
any Lender through the Administrative Agent, the Borrower will also, and will
cause each Guarantor to, do, execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register, any and all such further acts, deeds,
conveyances, pledge agreements, security agreements, mortgages, deeds of trust,
trust deeds, assignments, estoppel certificates, financing statements and
continuations thereof, notices of assignment, transfers, certificates,
assurances and other instruments (including but not limited to subleases or
other grants of rights with respect to the Leasehold interests) as any Agent or
any Lender through the Administrative Agent may require from time to time in
order (i) to carry out more effectively the purposes of this Agreement or any
other Loan Document, (ii) to subject to the Liens created by any of the Loan
Documents any of the Borrower’s and its Subsidiaries’ properties, rights or
interests covered or now or hereafter intended to be covered by any of the Loan
Documents, (iii) to perfect and maintain the validity, effectiveness and
priority of any of the Collateral Documents and the Liens intended to be
created thereby, and (iv) to better assure, convey, grant, assign, transfer,
preserve, protect and confirm to the Agents and the Lenders the rights granted
or now or hereafter intended to be granted to the Agents and/or the Lenders
under any Loan Document or under any other instrument executed in connection
with any Loan Document to which the Borrower or any of its Subsidiaries is or
may become a party.


 


(s)           Management
of Partnerships.  Cause the
KLFY Partnership, the WKRN Partnership and the WATE Partnership to be managed
and operated, and cause their respective affairs to


 


58

















 


be conducted, in accordance
with the terms and conditions of the KLFY Partnership Agreement, the WKRN
Partnership Agreement and the WATE Partnership Agreement, respectively, unless
otherwise agreed to by the Administrative Agent.


 


(t)            Hazardous
Materials; Remediation.  (i)
Promptly give notice to the Lenders in writing of any complaint, order,
citation, notice or other written communication from any Person with respect
to, or if the Borrower becomes aware of, (x) the existence or alleged existence
of a violation of any applicable Environmental Law or the incurrence of any
material liability, obligation, loss, damage, cost, expense, fine, penalty or
sanction or the requirement to commence any material remedial action resulting
from or in connection with any air emission, water discharge, noise emission,
Hazardous Material or any other environmental, health or safety matter at,
upon, under or within any of the properties now or previously owned, leased or
operated by the Borrower or any of its Subsidiaries, or due to the operations
or activities of the Borrower, any Subsidiary or any other Person on or in
connection with any such property or any part thereof, in each case if the
Borrower or any of its Subsidiaries is or could be subject to liability
therefor or (y) any release on any of such properties of Hazardous Materials in
a quantity that is reportable under any applicable Environmental Law; and (ii)
promptly comply with any governmental requirements requiring the removal, treatment
or disposal of such Hazardous Materials or correction of any violation of any
material Environmental Law and provide evidence satisfactory to the Majority
Lenders of such compliance.


 


(u)           FCC
Filings.  Within 30 days of
the execution hereof and thereof, file with the FCC a copy of this Agreement
and of each other Loan Document required to be filed with the FCC pursuant to
47 C.F.R. Section 73.3613, and confirm in writing to the Administrative Agent
that such copies have been duly and timely filed.


 


SECTION 5.02.      Negative Covenants.  So long as any Obligation hereunder or under
any Loan Document shall remain unpaid, or any Letter of Credit shall be
outstanding, or any Advance shall be outstanding, or any Lender shall have any
Revolving Commitment hereunder, the Borrower will not, without the written
consent of the Majority Lenders or, in the case of Section 5.02(c), without the
written consent of each Lender:


 


(a)           Liens,
Etc.  Other than Permitted
Liens, create, incur, assume or suffer to exist, or permit any of its
Subsidiaries to create, incur, assume or suffer to exist, any Lien upon or with
respect to any of its assets or properties of any character (including, without
limitation, accounts and shares of capital stock and partnership interests of the
Borrower’s Subsidiaries), whether now owned or hereafter acquired, or assign
any right to receive income, or sign or file, or permit any of its Subsidiaries
to sign or file, under the Uniform Commercial Code or any comparable statute of
any jurisdiction a financing statement that names the Borrower or any of its
Subsidiaries as debtor, or sign, or permit any of its Subsidiaries to sign, any
security agreement authorizing any secured party thereunder to file such a
financing statement, or assign, or permit any of its Subsidiaries to assign,
any accounts.


 


(b)           Debt.  Create, incur, assume, guarantee or suffer
to exist, or permit any of its Subsidiaries to create, incur, assume, guarantee
or suffer to exist, any Debt, other than (i) Debt under the Loan Documents,
(ii) Debt under the New Notes Documents and 2001 Senior Notes Documents, (iii)
Debt existing on the Effective Date and listed on Schedule 4.01(n) of this
Agreement, (iv) Debt existing on the date of this Agreement and not listed on
Schedule 4.01(n) in an aggregate principal amount not to exceed $250,000, (v)
Existing Subordinated Debt, and (vi) Debt incurred after the Effective Date
when no Default is then continuing or would result therefrom as follows:


 


59

















 


(A)          Debt incurred by the Borrower or any
Subsidiary of the Borrower in the ordinary course of business, consistent with
past practice, for the deferred purchase price of goods or services;


 


(B)           Permitted Subordinated Debt;


 


(C)           Debt of the Borrower or any
Subsidiary of the Borrower secured by a Lien described in clause (vii) of the
definition of Permitted Liens, in an aggregate principal amount outstanding at
any time not to exceed $25,000,000;


 


(D)          Capital Lease Obligations of the
Borrower or any Subsidiary with an aggregate amount outstanding at any time not
to exceed $40,000,000;


 


(E)           Guaranteed Debt in an aggregate
principal amount outstanding at any time not to exceed $3,000,000;


 


(F)           Obligations of the Borrower under any
Interest Rate Protection Agreements and other Derivatives Obligations to the
extent permitted by Section 5.02(s); and


 


(G)           Permitted Senior Unsecured Debt; provided, however, prior to the incurrence
of any Permitted Senior Unsecured Debt, the Borrower shall cause one or more
commercial banks, mutual funds, financial institutions or other “accredited
investors” (as defined in Regulation D of the Securities Act of 1933, as
amended) to offer to take assignment of all of the rights and obligations of
each Lender under this Agreement pursuant to Section 8.07(c), which offer of
assignment each Lender may accept or reject in its sole discretion (and, upon
execution of a definitive Assignment and Assumption Agreement by or rejection
thereof by each Lender, such Permitted Senior Unsecured Debt may be incurred); provided, further,
however, that if any Lender
accepts such offer of assignment and such offer of assignment is withdrawn,
Permitted Senior Debt cannot be incurred until another such potential assignee
offers to take assignment of such Lender’s obligation; provided, further, however, failure of any
Lender to execute a definitive Assignment and Assumption Agreement shall be
deemed a rejection of such offer;


 


provided, further, however, the Borrower shall not incur any
Permitted Senior Unsecured Debt (other than Refinancing Permitted Senior
Unsecured Debt) or any Permitted Subordinated Debt (other than Refinancing
Permitted Subordinated Debt) unless the Debt to Operating Cash Flow Ratio,
after giving effect on a Pro Forma Basis to the incurrence of such Debt, would
be 7.0x or less.


 


(c)           Mergers.  Merge or consolidate with or into any
Person, or permit any of its Subsidiaries to do so or agree to any such
transaction, provided that if no
Default shall have occurred and be continuing, and the Borrower or such
Subsidiary is the surviving entity, the prior written consent of each Lender
(as defined above) shall not be required but the prior written consent of the
Majority Lenders shall be required.


 


(d)           Sales,
Etc., of Assets.  Unless the
Borrower obtains the prior written consent of Majority Lenders, sell, lease,
transfer or otherwise dispose of, or permit any of its Subsidiaries to sell,
lease, transfer or otherwise dispose of, any assets, except (i) sales, leases,
transfers and other dispositions of inventory and used, surplus or worn-out
equipment (including abandonment of assets having no further useful life to the
Borrower or such Subsidiary, as the case may be) made in the ordinary course of
business of the Borrower or such Subsidiary, as the case may be, (ii) transfers


 


60

















 


by the Borrower or a
Guarantor to another Guarantor or the Borrower so long as the Borrower owns
directly 100% of the capital stock of each Guarantor that is a corporation and
directly or through one or more wholly owned Subsidiaries 100% of the
partnership interests of each Guarantor that is a partnership, and (iii)
Permitted Asset Sales.


 


(e)           Maintenance
of Ownership of Subsidiaries; Issuance of Stock and Partnership Interests, Etc.  Sell or otherwise dispose of, or commit to
sell or otherwise dispose of, any shares of capital stock of or any partnership
interests in any of its Subsidiaries unless such disposition constitutes a
Permitted Asset Sale, or permit any of its Subsidiaries to issue, sell or
otherwise dispose of, or commit to issue, sell or otherwise dispose of, any
shares of its capital stock or any partnership interests or capital stock of or
partnership interests in any other Subsidiary of the Borrower. Notwithstanding
anything to the contrary contained in this Agreement, the Lenders expressly
consent to the following transactions and acknowledge that the following
transactions and the result thereof shall not constitute a breach of or an
Event of Default under this Agreement: (x) an intercompany restructuring
resulting in the assets currently held by YB Nashville to be held by a single
member limited liability company to be formed and wholly owned, directly or
indirectly, by YB Knoxville, which restructuring may be accomplished by merger,
transfer of assets, transfer of stock, conversion or otherwise; and (y) in
connection with the transaction referred to in clause (x) above, the conversion
of certain intercompany indebtedness of YB Nashville and/or WKRN Partnership
into equity, provided, however,
that each of YB Knoxville and such newly formed limited liability company are,
or shall become, Loan Parties and YB Nashville shall remain a Loan Party so
long as it is in existence.


 


(f)            Investments
in Other Persons and Asset Purchases.  Make, or permit any of its Subsidiaries to make, any loan or
advance to, or investment in, any other Person, or purchase or otherwise
acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any
shares of capital stock, obligations or other securities of, make any capital
contribution to, or otherwise invest in, any other Person (an “Investment”), or make
any Asset Purchase except for (i) Temporary Cash Investments, (ii) trade
receivables created in the ordinary course of the business of the Borrower or
its Subsidiaries, (iii) Investments in the Borrower by any Guarantor,
Investments in any Guarantor by the Borrower or by any other Guarantor and
purchases of shares of common stock of the Borrower to the extent permitted by
clause (iv) or (v) of Section 5.02(g) hereof, (iv) Asset Purchases and
Investments made after the date hereof in any one or more Persons, other than
the Borrower or any Guarantor, in an aggregate amount of all Asset Purchases
made since the Effective Date, together with Investments outstanding at any
time, not exceeding $15,000,000, (v) Permitted Acquisitions, (vi) Permitted
Acquisition Deposits, (vii) Investments in Tower Affiliates, to the extent
incidental to the ownership and operation of the transmission towers owned by
such Tower Affiliates and (viii) Investments in customers of the Borrower or
its Subsidiaries in exchange for advertising time provided to such customers,
such advertising time having a value in an aggregate amount not exceeding $15,000,000
through and including the Maturity Date, provided
that no Investments shall be made by any Subsidiary unless and until such
Subsidiary is a Guarantor pursuant to the terms of this Agreement, and such
Subsidiary has delivered, to the Collateral Agent, financing statements signed
by such Subsidiary, with evidence reasonably satisfactory to the Collateral
Agent that such financing statements will be duly filed under the Uniform
Commercial Code of all jurisdictions as may be necessary or, in the opinion of
the Collateral Agent, desirable or appropriate to perfect the security
interests in Investment Property (as defined in the Security Agreements)
created by the Security Agreements.  The
Borrower will not, and will not permit any Subsidiary to, allow any party other
than the Collateral Agent to obtain “control” (as defined in the Uniform
Commercial Code of the applicable jurisdiction) of any investment property
obtained pursuant to Investments permitted by clause (viii). Without limiting
the generality of the foregoing, the Borrower will not, and will not permit any
Subsidiary to,


 


61

















 


acquire or create any
Subsidiary, unless (x) arrangements satisfactory to the Agents shall have been
made for (A) the pledge of the stock of such Subsidiary to the Collateral Agent
for its benefit and the benefit of the Secured Parties, (B) such Subsidiary to
become a Guarantor hereunder and (C) the granting of liens and security
interests in substantially all of the assets of such Subsidiary to the
Collateral Agent for its benefit and the benefit of the Secured Parties or (y)
such Subsidiary is created in anticipation of a Permitted Acquisition and,
prior to the time of such Permitted Acquisition, neither the book value nor the
fair market value of the assets of such Subsidiary (disregarding its rights, if
any, under the related acquisition agreement) exceeds $50,000, provided that the provisions of clause (c)
of the definition of “Permitted Acquisition” must be satisfied at the time of
such Permitted Acquisition.


 


(g)           Restricted
Payments.  Declare or make
any Restricted Payment, or return any capital to its stockholders as such, or
make any distribution of assets, stock, warrants, rights, obligations or
securities to its stockholders as such, or permit any of its Subsidiaries to
declare or make any Restricted Payment, or return any capital to any of their
stockholders or to any of the Borrower’s stockholders, or make any distribution
of assets to any of their stockholders or any of the Borrower’s stockholders as
such, except that (i) the Borrower’s Subsidiaries may pay cash dividends to the
Borrower, (ii) any wholly-owned Subsidiary of the Borrower that is a
partnership may make distributions to its partners in accordance with the provisions
of the partnership agreement governing such partnership, (iii) the Borrower may
purchase shares of (or options to purchase shares of) its common stock from
employees of the Borrower or any Subsidiary of the Borrower so long as (x)
before and after giving effect to any such purchase, no Default shall have
occurred and be continuing and (y) the aggregate number of shares (including
the equivalent number of shares in the case of options) purchased by the
Borrower from all employees since the Effective Date shall not exceed 2% of the
aggregate number of shares of the Borrower’s Class A Common Stock, Class B
Common Stock and Class C Common Stock outstanding on the Effective Date, (iv)
[Reserved], and (v) at any time when, as of the last day of the immediately
preceding month, the Debt to Operating Cash Flow Ratio was less than or equal
to 6.85x, the Borrower may purchase, or make distributions of cash dividends
on, shares of its common stock so long as before and after giving effect to any
such purchase or distribution, the aggregate amount paid by the Borrower for
all such purchases and distributions pursuant to this clause (v) from and after
the Effective Date shall not exceed an amount, when taken together with all
prepayments, redemptions, defeasances and purchases of Debt pursuant to Section
5.02(h)(v), equaling $25,000,000; provided
that in the case of any purchase or distribution pursuant to clause (iv) or (v)
it shall also be a condition that (I) in each case the Administrative Agent
shall have received a Compliance Certificate for such period and (II) before
and after giving effect to any such purchase or distribution, no Default shall
have occurred and be continuing and the Borrower shall be in compliance with
Section 4.05(a) of the indenture governing any Existing Subordinated Debt as in
effect on the Effective Date, and with any equivalent provisions of any
indentures governing the New Subordinated Notes and any Permitted Subordinated
Debt.


 


(h)           Prepayment
of Debt.  Prepay, redeem,
defease (whether actually or in substance) or purchase, in any manner (or
deposit or set aside funds for the purpose of any of the foregoing), make any
payment in respect of principal of or premium on, or make any payment in
respect of interest on any Debt (including, without limitation, any Existing
Subordinated Debt, New Notes and any Permitted Subordinated Debt), or permit
any of its Subsidiaries to prepay, redeem, defease (whether actually or in
substance) or purchase in any manner, make any payment in respect of principal
of or premium on, or make any payment in respect of interest on any Debt
(including, without limitation, any Existing Subordinated Debt, New Notes and
any Permitted Subordinated Debt), in each case other than:


 


62

















 


(i)      regularly scheduled repayments of
principal or payments of interest required in accordance with the terms of the
instruments governing the respective Debt;


 


(ii)     any repayments or prepayments of principal
and any payments of interest in respect of the Notes;


 


(iii)    regularly scheduled rental payments in
respect of Capital Leases;


 


(iv)    any prepayment, redemption, defeasance or
purchase of any (x) Existing Subordinated Debt, 2001 Senior Notes or New Notes
from the Net Proceeds of Refinancing Permitted Subordinated Debt or (y) 2001
Senior Notes or New Senior Notes from the Net Proceeds of Refinancing Permitted
Senior Unsecured Debt at the time of issuance thereof so long as before and
after giving effect thereto, no Default shall have occurred and be continuing
and the Borrower shall be in compliance with all Subordinated Debt Documents,
2001 Senior Note Documents and New Notes Documents;


 


(v)     any prepayment, redemption, defeasance or
purchase of any Existing Subordinated Debt, 2001 Senior Notes, New Notes or
Permitted Subordinated Debt in an amount, when taken together with all
Restricted Payments made pursuant to Section 5.02(g)(v), equaling $25,000,000,
so long as before and after giving effect thereto, (A) no Default shall have
occurred and be continuing and (B) the Borrower shall be in compliance with all
Subordinated Debt Documents, 2001 Senior Note Documents and New Notes
Documents; and


 


(vi)    the Borrower may redeem the 1996
Subordinated Notes and the 1997 Subordinated Notes, provided that the New Notes
shall have been issued.


 


(i)            Change
in Business; Cease Broadcasting. 
Engage, or permit any of its Subsidiaries to engage, in any business
other than over-the-air television broadcasting and activities incidental or
reasonably related thereto; or permit any broadcast station operated by the
Borrower or any of its Subsidiaries to cease broadcasting for a period in
excess of 10 consecutive days.


 


(j)            Change
of Accountants.  Replace its
then current Independent Public Accountants unless the successor independent
public accountants qualify as an Independent Public Accountant as defined in
this Agreement and the Borrower shall have delivered to the successor
independent public accountants a letter complying with the provisions of
Section 3.04(c)(9).


 


(k)           Amendment
of Charter or By-Laws. 
Amend, modify or change in any manner, or permit any of its Subsidiaries
to amend, modify or change in any manner, the provisions of its certificate of
incorporation or by-laws or any agreement entered into by it or any of its
Subsidiaries with respect to its capital stock or partnership interests,
including the KLFY Partnership Agreement, the WKRN Partnership Agreement and
the WATE Partnership Agreement, unless in each case such amendment,
modification or change would not be disadvantageous to the Lenders and the
Borrower shall have delivered prior written notice to the Lenders of such
amendment, modification or change, with a copy thereof.


 


(l)            Termination
of Licenses.  Terminate,
lose, fail to hold or fail to renew, or permit any of its Subsidiaries to
terminate, lose, fail to hold or fail to renew, any license, permit or
authorization granted by the FCC if such termination, loss or failure to hold
or failure to renew would have a materially adverse effect upon the business,
condition (financial or otherwise), operations, properties or prospects of the
Borrower or any such Subsidiary.


 


63

















 


(m)          Amendment,
Etc. of Related Documents. 
Without the express prior written consent of the Majority Lenders, (i)
cancel or terminate any Related Document or consent to or accept any
cancellation or termination thereof (other than in connection with the
repayment in full of the related Subordinated Notes or New Notes Financing in compliance
with the provisions hereof (including Section 5.02(h) hereof), (ii) amend or
otherwise modify any material term or provision of any Related Document or give
any consent, waiver or approval with respect thereto (provided that the provisions of Article X
of the indentures governing the Existing Subordinated Debt, the New
Subordinated Notes, any similar provisions of any indentures governing any
other Permitted Subordinated Debt and the definitions of any defined terms used
therein shall be deemed to be material), or (iii) take or fail to take any
other action in connection with the Related Documents that would impair the
interests or rights of any Agent or any Lender.


 


(n)           Trade
Debt.  Create, incur, assume,
guarantee, or suffer to exist Trade Debt other than in the ordinary course of
business.


 


(o)           Employee
Benefit Costs and Liabilities.  Create,
incur, assume, guarantee or suffer to exist, or permit any ERISA Affiliate to
create, incur, assume, guarantee or suffer to exist, (i) any Insufficiency with
respect to a Plan or any obligation with respect to a Multiemployer Plan or
(ii) any liability with respect to welfare plans (as defined in Section 3(1) of
ERISA, but excluding medical plans established for the benefit of employees of
the Borrower or any Subsidiaries) if, immediately after giving effect to such
liability, the aggregate annualized cost (including, without limitation, the
cost of insurance premiums) with respect to such plans for which the Borrower
is or may become liable in any fiscal year of the Borrower would exceed
$250,000.


 


(p)           Plan
Amendments.  Adopt an
amendment with respect to which security is required under Section 307 of ERISA
to any Plan.


 


(q)           Limited
and General Partners.  Permit
LAT, YBT or YBK (i) to conduct any business other than to acquire and hold,
respectively, a limited partnership interest in the KLFY Partnership, a general
partnership interest in the WKRN Partnership and a general partnership interest
in the WATE Partnership and to exercise their rights and perform their
obligations under the KLFY Partnership Agreement, the WKRN Partnership
Agreement and the WATE Partnership Agreement, respectively, (ii) other than
Liens created by the Collateral Documents, to cause or permit, or agree to
cause or permit in the future (upon the happening of a contingency or
otherwise), any consensual security interest, lien or other encumbrance upon
any of its assets or (iii) to hold any interest whatsoever in any asset other
than (A) a limited partnership interest in the KLFY Partnership, and a general
partnership interest in the WKRN Partnership or the WATE Partnership and (B)
cash; provided that any cash in
excess of $10,000 is distributed to the Borrower or paid to the KLFY
Partnership, the WKRN Partnership or the WATE Partnership within 30 days of
receipt thereof by LAT, YBT or YBK.


 


(r)            Limitation
on Payment Restrictions Affecting Subsidiaries.  Permit to exist, directly or indirectly, or create or
otherwise cause or suffer to exist or become effective any encumbrance or
restriction on the ability of any Subsidiary to: (i) pay any dividends or make
any other distributions on its capital stock or partnership or other equity
interests owned by the Borrower or any Subsidiary of the Borrower; (ii) pay any
obligations owed to the Borrower or any other Subsidiary; (iii) make loans or
advances to the Borrower or any other Subsidiary; or (iv) transfer any of its
properties or assets to the Borrower or any other Subsidiary, except for
encumbrances or restrictions existing under applicable law or pursuant to any
Subordinated Debt Document, Permitted Senior Unsecured Debt Document or New
Notes Document.


 


64

















 


(s)           Interest
Rate Protection.  Enter into,
or permit any of its Subsidiaries to enter into, interest rate cap agreements
or other interest rate protection, except (i) Interest Rate Protection
Agreements or (ii) other interest rate cap agreements or other interest rate
protection that do not require or provide for the imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries, and which contain conditions
and are with financial institutions acceptable to the Agents (such acceptance
of the Agents not to be unreasonably denied).


 


(t)            Fiscal
Year.  The Borrower will not
change its fiscal year from a fiscal year ending December 31.


 


SECTION 5.03.      Reporting Requirements.  So long as any Obligation hereunder or under
any Loan Document shall remain unpaid, or any Letter of Credit shall be
outstanding, or any Lender shall have any Revolving Facility Commitment
hereunder, the Borrower will furnish to each Lender (and, in the case of the
Notice of Debt to Operating Cash Flow Ratio, also to the Administrative Agent)
the following:


 


(a)           In a form reasonably acceptable to
the Majority Lenders (i) on or before the 25th  day after the end of each month that is not
the last month of a Fiscal Quarter, Consolidated balance sheets of the Borrower
and its Subsidiaries as of the last day of such month and Consolidated
statements of income and retained earnings (including the sales and Operating
Cash Flow components thereof) and Consolidated statements of changes in cash
flow (including, without limitation, cash payments in respect of Capital
Expenditures and Film Expense) of the Borrower and its Subsidiaries for such
month and for the period commencing on the first day of such Fiscal Year and
ending on the last day of such month (and, in the case of such statements of
income, comparing the actual amounts thereof with the amounts budgeted therefor
and with the actual amounts thereof in the equivalent periods of the
immediately preceding Fiscal Year), in each case certified by the chief
financial officer of the Borrower, together with a certificate of the chief
financial officer of the Borrower stating that no Default has occurred and is
continuing or, if a Default has occurred and is continuing, a statement as to
the nature thereof and the action that the Borrower has taken or proposes to
take with respect thereto and (ii) on or before the 25th day after
the end of each Fiscal Quarter, a schedule (each, a “Notice of Debt to Operating Cash
Flow Ratio”) prepared by the chief financial officer of the
Borrower, in form satisfactory to the Lenders, of the computations used by the
Borrower to determine the Debt to Operating Cash Flow Ratio, Senior Debt to
Operating Cash Flow Ratio and Senior Secured Debt to Operating Cash Flow Ratio
as of the last day of such Fiscal Quarter.


 


(b)           As soon as available and in any event
within 45 days after the end of each of the first three quarters of each Fiscal
Year of the Borrower, the Consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarter, and the related Consolidated
statements of income and retained earnings and Consolidated statements of changes
in cash flow of the Borrower and its Subsidiaries for each of such quarters and
the period commencing at the end of the previous Fiscal Year and ending with
the end of such quarter, in each case in form and substance satisfactory to the
Lenders, certified by the chief financial officer of the Borrower as having
been prepared in accordance with generally accepted accounting principles,
together with (i) a Compliance Certificate and (ii) a schedule prepared by the
chief financial officer of the Borrower, in form satisfactory to the Lenders,
of the computations used by the Borrower in determining, as of the end of such
fiscal quarter, compliance with the limitations contained in Sections 5.01(l),
5.01(o), 5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g), 5.02(h), 6.01(d),
6.01(g), 6.01(k), 6.01(m), 6.01(n) and 6.01(o).


 


65

















 


(c)           As soon as available and in any event
within 90 days after the end of each Fiscal Year of the Borrower, a copy of the
annual report for such year for the Borrower and its Subsidiaries, including
therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of
the end of such Fiscal Year and a Consolidated statement of income and retained
earnings and a Consolidated statement of changes in cash flow, of the Borrower
and its Subsidiaries for such Fiscal Year, certified in a manner acceptable to
the Independent Public Accountants, together with (i) a certificate of such
accounting firm to the Lenders stating that, in the course of the regular audit
of the business of the Borrower and its Subsidiaries, which audit was conducted
by such accounting firm in accordance with generally accepted auditing
standards, such accounting firm has obtained no knowledge that a Default has
occurred and is continuing, or if, in the opinion of such accounting firm, a
Default has occurred and is continuing, a statement as to the nature thereof,
(ii) a Compliance Certificate, (iii) a schedule prepared by the chief financial
officer of the Borrower, in form satisfactory to the Lenders, of the
computations used by the Borrower in determining, as of the end of such Fiscal
Year, compliance with limitations contained in Sections 5.01(l), 5.01(o),
5.02(a), 5.02(b), 5.02(d), 5.02(f), 5.02(g), 5.02(h), 6.01(d), 6.01(g),
6.01(k), 6.01(m), 6.01(n) and 6.01(o) and the calculation of the Debt to
Operating Cash Flow Ratio as of the last day of such Fiscal Year, and (iv)
unaudited consolidating balance sheets as of the end of such Fiscal Year and
statements of income and retained earnings and statements of the sources and
uses of funds for such Fiscal Year for the Borrower and each of its
Subsidiaries, certified by the chief financial officer of the Borrower;


 


(d)           As soon as available and in any event
by the end of each Fiscal Year, a copy of the annual business and financial
plan of the Borrower and its Consolidated Subsidiaries for the next ending
Fiscal Year on a monthly basis (for each fiscal month) and for the subsequent
Fiscal Year on an annual basis, in form and substance satisfactory to the
Administrative Agent, which plan will include (i) projected Consolidated
balance sheets of the Borrower for the next ending Fiscal Year, on an annual
basis; (ii) projected Consolidated cash flow analyses of the Borrower and each
of its Subsidiaries for each of the twelve months following the end of such
Fiscal Year, on a monthly basis, and for the next ending Fiscal Year on an
annual basis; and (iii) projected Consolidated income statements of the
Borrower and each of its Subsidiaries for each of the twelve months following
the end of such Fiscal Year, on a monthly basis, and for the next ending Fiscal
Year on an annual basis;


 


(e)           Promptly after the sending or filing
thereof, copies of all proxy statements, financial statements and reports which
the Borrower or any of its Subsidiaries sends to their respective shareholders
and copies of all registration statements and reports on Forms 10-K, 10-Q and
8-K (or their equivalent) which the Borrower or any of its Subsidiaries files with
the Securities and Exchange Commission or any national securities exchange;


 


(f)            Promptly after the commencement
thereof, notice of all actions, suits, hearings and proceedings before any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, affecting the Borrower or any of its
Subsidiaries of the type described in Section 4.01(h) or in Section 6.01(g);


 


(g)           As soon as possible and in any event
within five days after the occurrence of any Default, a statement by the chief
financial officer of the Borrower setting forth details of such Default and the
action which the Borrower has taken or proposes to take with respect thereto;


 


(h)           Promptly upon becoming aware that any
Termination Event with respect to any Plan has occurred, a statement by the
chief financial officer of the Borrower describing such


 


66

















 


Termination Event and each
action, if any, which the Borrower and each such ERISA Affiliate proposes to
take with respect thereto;


 


(i)            Promptly and in any event within two
Domestic Business Days after receipt thereof by the Borrower or any ERISA
Affiliate from the PBGC, copies of each notice received by the Borrower or any
ERISA Affiliate from the PBGC stating the PBGC’s intention to terminate any
Plan or to have a trustee appointed to administer any Plan;


 


(j)            Promptly and in any event within 30
days after the filing thereof with the Internal Revenue Service, copies of each
Schedule B (Actuarial Information) to the annual report (Form 5500 Series) with
respect to each Plan


 


(k)           At the time notice is given or
required to be given to the PBGC under Section 302(f)(4)(A) of ERISA of the
failure to make timely payments to a Plan, a copy of any such notice filed and
a statement of the chief financial officer of the Borrower setting forth (i)
sufficient information necessary to determine the amount of the lien under
Section 302(f)(3), (ii) the reason for the failure to make the required
payments and () the action, if any, which the Borrower or its ERISA Affiliates
proposes to take with respect thereto;


 


(l)            Promptly and in any event within
five Domestic Business Days after receipt thereof by the Borrower or any ERISA
Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice
received by the Borrower or any ERISA Affiliate concerning (A) the imposition
of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a
Multiemployer Plan is, or is expected to be, in reorganization within the
meaning of Title IV of ERISA, (C) the termination of a Multiemployer Plan
within the meaning of Title IV of ERISA or (D) the amount of liability
incurred, or expected to be incurred, by the Borrower or any ERISA Affiliate in
connection with any event described in clause (A), (B) or (C) above;


 


(m)          Promptly notify, and cause each of its
Subsidiaries to promptly notify, the Administrative Agent (i) of any lapse,
termination or relinquishment of any station license, permit or other
authorization from the FCC held by the Borrower or any of its Subsidiaries or
any failure by the FCC to renew or extend any such license, permit or other
authorization for other than the usual period thereof, which lapse,
termination, relinquishment, failure to renew or extend would have a material
adverse effect on the business, condition (financial or otherwise), operations,
properties or prospects of the Borrower or any of its Subsidiaries; and (ii) of
any complaint or other matter filed with or communicated to the FCC, of which the
Borrower or any of its Subsidiaries has knowledge and which might have a
materially adverse effect upon the renewal or extension of any station license,
permit or other authorization held by the Borrower or any of its Subsidiaries,
including, without limitation, (A) any complaint to which the FCC has requested
an answer, (B) any petition to deny, or informal objection filed with regard
to, an application filed by the Borrower or any of its Subsidiaries with the
FCC or any mutually exclusive competing application filed for authority to
broadcast on the frequencies or channels licensed to the Borrower or any of its
Subsidiaries and (C) any citation or notice of violation or order to show cause
or order to become a party to a proceeding issued by the FCC against the
Borrower or any of its Subsidiaries;


 


(n)           Promptly after any significant change
in accounting policies or reporting practices, notice and a description in
reasonable detail of such change;


 


(o)           Copies of any statement or report to
be furnished to any other holder of the securities of the Borrower or any of
its Subsidiaries pursuant to the terms of any indenture, loan or


 


67

















 


credit or similar agreement
and not otherwise required to be furnished to the Lenders pursuant to any other
clause of this Section 5.03, at such time as such statement or report is to be
furnished to such other holder pursuant to such terms;


 


(p)           As soon as possible after the end of
each Fiscal Year, a statement certified by the chief financial officer of the
Borrower setting forth in reasonable detail any changes since the date of this
Agreement, not previously reported pursuant to this paragraph (p), in the
information set forth in Schedules 4.01(h), 4.01(m), 4.01(t) and 4.01(y), or
stating that no such changes have occurred;


 


(q)           Such other information respecting the
condition or operations, financial or otherwise, of the Borrower or any of its
Subsidiaries as the Administrative Agent or any Lender may from time to time
reasonably request;


 


(r)            Promptly after (i) the Borrower
shall fail to make any payment when due under the Related Documents, (ii) there
shall have been an acceleration of the maturity of any Existing Subordinated
Debt, any Permitted Subordinated Debt, the 2001 Senior Notes or any New Notes,
(iii) the trustee under the indenture for any Existing Subordinated Debt, any
Permitted Subordinated Debt, the 2001 Senior Notes or any New Notes or any
holder thereof shall have asserted in writing that an “Event of Default” as
defined therein shall have occurred or (iv) the commencement of any enforcement
proceeding with respect to any Existing Subordinated Debt, any Permitted
Subordinated Debt, the 2001 Senior Notes or any New Notes, notice thereof,
including a description in reasonable detail of the circumstances, and a
statement of the chief financial officer of the Borrower setting forth the
action the Borrower has taken or proposes to take with respect thereto; and


 


(s)           Promptly after the expiration or any
termination of any network affiliation agreements of the Borrower or any
Subsidiary, notice thereof, including a description in reasonable detail of the
circumstances, and a statement of the chief financial officer of the Borrower
setting forth the action the Borrower has taken or proposes to take with
respect thereto.


 


ARTICLE 6


 


EVENTS OF DEFAULT


 


SECTION 6.01.      Events of Default.  If any of the following events (“Events of Default”)
shall occur and be continuing:


 


(a)           The Borrower shall fail to pay within
two days of the due date any interest on any Note, shall fail to reimburse any
drawing under any Letter of Credit or shall fail to pay when due any principal
on any Note, any fees or other amounts payable under any Loan Document; or


 


(b)           Any representation or warranty made
by any Loan Party in or in connection with any Loan Document or any amendment
thereto or New Notes Document to which it is a party or any certificate or
financial information delivered pursuant to any Loan Document or any amendment
thereto or New Notes Document shall prove to have been incorrect in any
material respect when made; or


 


(c)           Any Loan Party (i) shall fail to
perform or observe any term, covenant or agreement contained in Section 2.20,
5.01, 5.02 or 5.03(g) of this Agreement, in any Mortgage, in Sections 4, 6, 7,
8, 9 or 10 of any Security Agreement or in any other provision of any
Collateral


 


68

















 


Document that is comparable
to any such Section of any Security Agreement or (ii) shall fail to perform or
observe any other term, covenant or agreement contained in any Loan Document on
its part to be performed or observed if such failure shall remain unremedied
for 10 days after written notice thereof shall have been given to the Borrower
by the Administrative Agent or any Lender; or


 


(d)           The Borrower or any Subsidiary shall
fail to make when due or within any applicable grace period any payment in
respect of any Material Financial Obligations (other than the Notes issued
under this Agreement); any event or condition shall occur which results in the
acceleration of the maturity of any Debt (excluding Debt evidenced by the Notes
issued under this Agreement) of the Borrower or any of its Subsidiaries (as the
case may be) having an aggregate unpaid principal amount in excess of
$3,000,000 or enables (or, with the giving of notice or lapse of time or both,
would enable) the holder of such Debt or any Person acting on such holder’s
behalf to accelerate the maturity thereof; the Borrower or any of its Subsidiaries
shall fail to pay when the same becomes due any rental payments in respect of
any leases (other than payments with respect to Capital Lease Obligations)
requiring in the aggregate, annual lease payments in excess of $1,000,000, and
such failure shall continue after the applicable grace period, if any,
specified in the lease or leases relating to such rental payment; or any such
Debt shall be declared to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment), prior to the stated
maturity thereof; or


 


(e)           Any “Event of Default” as defined in
any Subordinated Debt Document, 2001 Senior Note Document, Permitted Senior
Unsecured Debt Document or New Notes Document; or


 


(f)            The Borrower or any of its
Subsidiaries shall generally not pay its debts as such debts become due, or
shall admit in writing its inability to pay its debts generally, or shall make
a general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against the Borrower or any of its Subsidiaries seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 30 days or any
of the actions sought in such proceeding (including, without limitation, the
entry of an order for relief against it or the appointment of a receiver,
trustee, custodian or other similar official for it or any substantial part of
its property) shall occur; or the Borrower or any of its Subsidiaries shall
take any corporate action to authorize any of the actions set forth above in
this subsection (f); or


 


(g)           One or more judgments or orders for
the payment of money aggregating more than $1,000,000 shall be rendered against
the Borrower or any of its Subsidiaries and either (i) enforcement proceedings
shall have been commenced by any creditor upon such judgment(s) or order(s) or
(ii) there shall be any period of 10 consecutive days (or, if such proceedings
are in a state court, such longer period (not to exceed 30 days) following the
entry of such judgement or order during which the Borrower shall be entitled
under applicable state law to file an appeal as of right) during which a stay
of enforcement of such judgment(s) or order(s), by reason of a pending appeal
or otherwise, shall not be in effect; or


 


(h)           Any non-monetary judgment or order
shall be rendered against the Borrower or any of its Subsidiaries that is
materially adverse to the Borrower and its Subsidiaries taken as a whole, and
either (i) enforcement proceedings shall have been commenced by any Person upon


 


69

















 


such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or


 


(i)            Any provision of any Loan Document
after delivery thereof shall for any reason cease to be valid and binding on
any Loan Party, or any Loan Party shall so state in writing; or


 


(j)            At any time after the Availability
Date, any Collateral Document after delivery thereof shall for any reason cease
to create a valid and perfected first priority security interest in any
Collateral purported to be covered thereby; or


 


(k)           Any Termination Event with respect to
a Plan shall have occurred and, 30 days after notice thereof was required by
the terms hereof to have been given to the Administrative Agent by the
Borrower, (i) such Termination Event shall still exist and (ii) the sum
(determined as of the date of occurrence of such Termination Event) of the
Insufficiency of such Plan and the Insufficiency of any and all other Plans
with respect to which a Termination Event shall have occurred and then exist
(or, in the case of a Plan with respect to which a Termination Event described
in clause (ii) of the definition of Termination Event shall have occurred and
then exist, the liability related thereto) is equal to or greater than
$250,000; or


 


(l)            The Borrower shall cease to own
directly 100% of the issued and outstanding Voting Stock of each Subsidiary
that is a corporation (other than Fidelity and License Co. Sub, which may be so
owned indirectly) or shall cease to own, directly or through one or more wholly
owned Subsidiaries, 100% of the partnership interests of each Subsidiary that
is a partnership, except in the case of any Subsidiary of which the Borrower
shall have disposed of all Voting Stock and all partnership interests pursuant
to a Permitted Asset Sale; or


 


(m)          The Borrower or any ERISA Affiliate
shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount which,
when aggregated with all other amounts required to be paid to Multiemployer
Plans in connection with Withdrawal Liabilities (determined as of the date of
such notification), exceeds $250,000; or


 


(n)           The Borrower or any ERISA Affiliate
shall have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrower and its ERISA
Affiliates to all Multiemployer Plans which are then in reorganization or being
terminated have been or will be increased over the average annual amounts
contributed to such Multiemployer Plans for the three most recent plan years
which include the date hereof by an amount exceeding $250,000; or


 


(o)           The Borrower or any ERISA Affiliate
shall have committed a failure described in Section 302(f)(1) of ERISA and the
amount determined under Section 302(f)(3) of ERISA is equal to or greater than
$500,000; or


 


(p)           The FCC shall designate for hearing
any station license or permit held by the Borrower or any of its Subsidiaries
(i) to determine whether the station license or permit should be revoked or
modified in a materially adverse manner, (ii) to determine whether the station
license should be renewed or (iii) to determine whether an application for
renewal of a license for a station operated by the Borrower or any of its
Subsidiaries should be granted or whether the application of another party for
said frequency or channel should be granted and in each such case


 


70

















 


there is a reasonable
possibility of an adverse decision which could adversely affect the condition
(financial or otherwise), operations or properties of the Borrower or such
Subsidiary; or


 


(q)           There shall occur a material adverse
change in the condition (financial or otherwise), operations or properties of
(i) the Borrower or (ii) any of its Subsidiaries or (iii) the Borrower and its
Subsidiaries taken as a whole; or


 


(r)            Vincent Young, Adam Young, members
of their respective immediate families, Persons controlled (as defined in the
definition of “Affiliate”) by Vincent Young, Adam Young or members of their
respective immediate families and members of management of the Borrower shall
fail to hold, in the aggregate for all such individuals and other Persons,
record and beneficial title to at least 40% (by number of votes) of the Voting
Stock of the Borrower; or


 


(s)           Either (i) any “person” or “group”
(as such terms are used in Section 13(d) or 14(d) of the Securities Exchange
Act of 1934, as amended), other than Permitted Holders, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 and 13d-5 promulgated by the
Securities and Exchange Commission under said Act, except that a Person shall
be deemed to have beneficial ownership of all shares that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 30% (by number of
votes) of the total outstanding Voting Stock of the Borrower; provided that the Permitted Holders
“beneficially own” (as so defined) a lesser percentage of such Voting Stock
than such other Person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a majority of the
board of directors of the Borrower; or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the board of directors of the Borrower (together with any new directors whose
election to such board of directors, or whose nomination for election by the
stockholders of the Borrower, was approved by a vote of 662/3% of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was
previously so approved) shall cease for any reason to constitute a majority of
the board of directors of the Borrower then in office;


 


then, and in any such event, the
Administrative Agent (i) shall at the request, or may with the consent, of the
Majority Lenders, by notice to the Borrower, declare the obligation of each
Lender to make Advances and the obligation of the Issuing Bank to issue Letters
of Credit to be terminated, whereupon the same shall forthwith terminate, and
(ii) shall at the request, or may with the consent, of the Majority Lenders, by
notice to the Borrower, declare the Notes, all interest thereon, all Letter of
Credit Obligations, all Letter of Credit Fees and all other amounts payable
under this Agreement to be forthwith due and payable, whereupon the Notes, all
interest thereon, all Letter of Credit Obligations, all Letter of Credit Fees
and all such other amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of
which are hereby expressly waived by the Borrower, provided that in the event of the acceleration of the
maturity of any Permitted Subordinated Debt or the commencement of any
voluntary proceeding or the taking of any corporate action referred to in
subsection (f) above, or the actual or deemed entry of an order for relief with
respect to the Borrower or any of its Subsidiaries under the Bankruptcy Reform
Act of 1978, as amended, (A) the obligation of each Lender to make Advances and
the obligation of the Issuing Bank to issue Letters of Credit shall automatically
be terminated and (B) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Borrower.


 


SECTION 6.02.      Cash Cover.  The Borrower agrees, in addition to the provisions of Section
6.01 hereof, that upon the occurrence and during the continuance of any Event
of Default, it shall,


 


71

















 


if requested by the Administrative Agent upon
the instruction of Lenders having more than 50% in aggregate amount of the
Revolving Facility Commitments (or, if the Revolving Facility Commitments shall
have been terminated, holding at least 50% of the Letter of Credit Obligations),
pay to the Administrative Agent an amount in immediately available funds equal
to the aggregate amount available for drawing under all Letters of Credit then
outstanding at such time, and such funds shall be held as collateral pursuant
to arrangements satisfactory to the Administrative Agent; provided that, upon the occurrence of any
Event of Default specified in clause (f) of Section 6.01 with respect to the
Borrower, the Borrower shall pay such amount forthwith without any notice or
demand or any other act by the Administrative Agent or any Lender.


 


ARTICLE 7


 


THE AGENTS


 


SECTION 7.01.      Appointment and Authorization.  Each Lender appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement, the Notes and the Collateral Documents as are delegated
to such Agent by the terms hereof or thereof, together with all such powers as
are reasonably incidental thereto.


 


SECTION 7.02.      Agents and Affiliates.  Each Agent shall have the same rights and powers
under this Agreement as any other Lender and may exercise or refrain from
exercising the same as though it were not an Agent. Each Agent and each of
their respective affiliates may accept deposits from, lend money to, acquire
equity interests in and generally engage in any kind of business with the
Borrower or any Subsidiary or affiliate of the Borrower as if it were not an
Agent hereunder.


 


SECTION 7.03.      Actions by Agents.  The obligations of the Agents hereunder are
only those expressly set forth herein and neither the Agents nor the Lead
Arrangers shall have or be deemed to have any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
with respect to the Agents or the Lead Arrangers. Without limiting the
generality of the foregoing, no Agent shall be required to take any action with
respect to any Default, except as expressly provided in Article 6 or Section
7.10.


 


SECTION 7.04.      Consultation with Experts.  Each of the Agents may consult with legal
counsel (who may be internal counsel or counsel for the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with
the advice of such counsel, accountants or experts.


 


SECTION 7.05.      Liability of Agents.  No Agent or any of such Agent’s affiliates
nor any of their respective directors, officers, agents, or employees shall be
liable for any action taken or not taken by it in connection herewith (i) with
the consent or at the request of the Majority Lenders or (ii) in the absence of
its own gross negligence or willful misconduct. No Agent nor any of their
respective directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into or verify (i) any statement, warranty
or representation made in connection with this Agreement or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Borrower; (iii) the satisfaction of any condition specified
in Article 3, except receipt of items required to be delivered to the
Administrative Agent; or (iv) the validity, effectiveness or genuineness of
this Agreement, the Notes or any other instrument or writing furnished in
connection herewith. No Agent shall incur any liability by acting in reliance
upon any notice, consent, certificate, statement, or other writing (which may
be a bank wire, telex or similar writing) believed by it to be genuine or to be
signed by the proper party or parties.


 


72

















 


SECTION 7.06.      Indemnification.  Each Lender shall, ratably in accordance with its Lender Share,
indemnify each of the Agents and the Issuing Bank, their respective affiliates
and the directors, officers, agents and employees of each of the Agents and the
Issuing Bank or of their respective affiliates (each an “Indemnitee”) (to the
extent not reimbursed by the Borrower) against any cost, expense (including
reasonable counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from the Indemnitee’s gross negligence or
willful misconduct) that the Indemnitee may suffer or incur in connection with
this Agreement or any action taken or omitted by the Indemnitee hereunder. The
provisions of this Section 7.06 shall survive any termination of this
Agreement.


 


SECTION 7.07.      Credit Decision.  Each Lender acknowledges that it has, independently and without
reliance upon any Agent, any Lead Arranger, any Agent’s affiliate, any Lead
Arranger’s affiliate, any other Lender or any of their respective directors,
officers, agents or employees, 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 any Agent, any Lead Arranger, any Agent’s affiliate,
any Lead Arranger’s affiliate, any other Lender or any of their respective
directors, officers, agents or employees, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking any action under this Agreement.


 


SECTION 7.08.      Successor Agent.  Any Agent may resign at any time by giving written notice thereof
to the Lenders and the Borrower. Upon any such resignation, the Majority
Lenders shall have the right to appoint a successor to such Agent. If no such
successor for such Agent shall have been so appointed by the Majority Lenders,
and shall have accepted such appointment within 30 days after the retiring
Agent gives notice of resignation, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a Lender organized or
licensed under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of its appointment as an Agent hereunder by a successor Agent in the
same capacity, such successor Agent shall thereupon succeed to and become
vested with all the rights and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent’s resignation hereunder, the provisions of this Article shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was an Agent.


 


SECTION 7.09.      [Intentionally Omitted].


 


SECTION 7.10.      Notice of Default; Collateral Documents.    (a) 
The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower or any
Guarantor referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a “notice of default”. If the
Administrative Agent receives such a notice, it shall give prompt notice
thereof to each of the Lenders.


 


(b)           Subject to Section 8.01, as to any matters not expressly
provided for in the Collateral Documents (including the timing and methods of
realization upon any Collateral), the Collateral Agent shall act or refrain
from acting in accordance with written instructions from the Majority Lenders
or, in the absence of such instructions, in accordance with its discretion, provided that the Collateral Agent shall
not be obligated to take any action if the Collateral Agent believes that such
action is or may be contrary to any applicable law or might cause the
Collateral Agent to incur any loss or liability for which it has not been
indemnified to its reasonable satisfaction.


 


(c)           The Collateral Agent shall not be responsible for the
existence, genuineness or value of any Collateral or for the validity,
perfection, priority or enforce ability of the security interests in


 


73

















 


any Collateral, whether impaired by operation
of law or by reason of any action or omission to act on its part under any
Collateral Document. The Collateral Agent shall have no duty to ascertain or
inquire as to the performance or observance of any terms of any Collateral
Document by any Person.


 


ARTICLE 8


 


MISCELLANEOUS


 


SECTION 8.01.      Amendments, Etc.    No amendment or waiver of any provision of this Agreement or of
any Note, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Majority Lenders (and, if the rights or duties of any Agent or the Issuing Bank
are affected thereby, by such Agent or the Issuing Bank as the case may be),
and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given, provided that no such amendment, waiver or
consent shall, unless in writing and signed by all Lenders, do any of the
following:


 


(i)            waive any of the conditions
specified in Article 3,


 


(ii)           change the percentage of the Lender
Shares or the percentage of any of the Revolving Facility Commitments or of the
aggregate unpaid principal amount of the Notes, or the number of Lenders, which
shall be required for the Lenders or any of them to take any action hereunder,


 


(iii)          amend this Section 8.01, or


 


(iv)          change the definition of Majority
Lenders or the definitions contained in Section 8.01(b);


 


and provided
further that no such amendment,
waiver or consent shall, unless in writing and signed by all Lenders holding
Revolving Facility Commitments, do any of the following:


 


(v)           [Intentionally Omitted]


 


(w)          increase the Revolving Facility
Commitments or subject such Lenders to any additional obligations,


 


(x)            reduce the principal of or the
interest rate or accrued interest on the Revolving Advances or the amount of
any Letter of Credit Obligations or any fees to any such Lenders or modify the
ratable sharing of payments under any Loan Document,


 


(y)           postpone any date for the payment of
interest or fees in respect of any Revolving Advances, or


 


(z)            postpone the Revolving Facility
Termination Date;


 


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


 


(y)           [Intentionally Omitted]


 


(z)            reduce the amount or extend the
payment date of any mandatory reduction in the Revolving Facility Commitments pursuant
to Section 2.08(b) or any related mandatory repayment


 


74

















 


or prepayment of any
Revolving Advances pursuant to Section 2.08(c), unless it is in writing and
signed by the Majority RC Lenders (as defined in Section 8.01(b)); provided that no such date shall be
postponed beyond the Revolving Facility Termination Date (except as expressly
contemplated by the third proviso to this Section 8.01(a)) unless it is in
writing and signed by all Lenders with Revolving Facility Commitments;


 


and provided
further that the consent of the Lead Arrangers and not the Majority
Lenders shall be required for any amendment providing for the inclusion of any
Incremental Term Loans in accordance with the requirements of Section 2.01(a)
and other terms customary for leveraged term loans.


 


(b)           As used in Section 8.01(a), “Majority RC Lenders” means Lenders
holding at least 51% of the aggregate outstanding amount of the Revolving
Facility Commitments or, if the Revolving Facility Commitments have been
terminated, Revolving Advances.


 


(c)           No amendment or waiver of any provision of any other Loan
Document, nor consent to any departure by the applicable Loan Party therefrom,
shall be effective except in accordance with the terms thereof.


 


SECTION 8.02.      Notices, Etc.  All notices and other communications provided for hereunder or
under any other Loan Document shall be in writing (including telegraphic,
telecopy, telex or cable communication) and mailed (prepaid registered or certified
mail, return receipt requested), telegraphed, telecopied, telexed, cabled or
delivered (by hand or other courier service): if to the Borrower, at its
address at 599 Lexington Avenue, New York, New York 10022, Attention: Vincent
J. Young, Chairman, Facsimile: (212) 758-1229, with a copy to Sonnenschein Nath
& Rosenthal, 1221 Avenue of the Americas, New York, New York, 10020,
Attention: Robert L. Winikoff, Esq., Facsimile: (212) 768-6800; if to
any Guarantor, at its address c/o the Borrower, 599 Lexington Avenue, New York,
New York 10022, Attention: Vincent J. Young, Chairman, Facsimile: (212)
758-1229, with a copy to Sonnenschein Nath & Rosenthal, 1221 Avenue of the
Americas, New York, New York 10020, Attention: Robert L. Winikoff, Esq.,
Facsimile: (212) 768-6800; if to any Bank, at its Domestic Lending Office
specified in its Administrative Questionnaire; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Assumption Agreement
pursuant to which it became a Lender; if to the Syndication Agent, at its
address at Wachovia Securities, 301 S. College Street TW-5, Charlotte, North
Carolina  28288-0760, Attention:  Bruce Loftin; Facsimile: (704) 383-1625,
with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New
York, Attention: William M. Hartnett, Facsimile:  (212) 269-5420; and if to the Administrative Agent, at its
address at 60 Wall Street, New York, New York 
10005, Attention:  Gregory
Shefrin and Paul O’Leary, Facsimile:  (212) 797-5690, with a
copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York,
Attention: William M. Hartnett, Facsimile: (212) 797-5690, or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other parties. All such notices and communications shall,
when mailed, be effective three days after being mailed and, when telegraphed,
telecopied, telexed or cabled, be effective when delivered to the telegraph
company, sent by telecopy, confirmed by telex answer back or delivered to the
cable company, respectively, except that notices and communications to the
Administrative Agent pursuant to Article 2 shall not be effective until
received by the Administrative Agent.


 


SECTION 8.03.      No Waiver; Remedies.  No failure on the part of any Lender or any
Agent to exercise, and no delay in exercising, any right under any Loan
Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under any Loan Document preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided in
the Loan Documents are cumulative and not exclusive of any remedies provided by
law.


 


75

















 


SECTION 8.04.      Costs and Expenses; Indemnities.    (a) 
The Borrower agrees to pay on demand all reasonable costs and expenses
incurred by any Agent or any Affiliate of an Agent or by a Person acting upon
the request or on behalf of any Agent or any Affiliate of an Agent in
connection with the preparation, execution, delivery, filing, recording,
administration, modification and amendment of the Loan Documents and the other
documents to be delivered thereunder (such administration costs and expenses
shall include, without limitation, reasonable costs incurred in connection with
any audits of the Borrower and its Subsidiaries, all costs and expenses
incurred in connection with appraisals, audits and search reports, all costs,
expenses, fees and disbursements incurred in connection with any Default and
any workout, restructuring, collection, bankruptcy, insolvency and other
enforcement proceedings resulting therefrom, all filing fees, and the fees and
expenses of counsel that any Agent or any Affiliate of an Agent may consult,
from time to time, in connection with the Loan Documents), including, without
limitation, the reasonable fees and out-of-pocket expenses of Cahill Gordon
& Reindel LLP, local counsel who may be retained by any of said counsel or
by any Agent or any Affiliate of an Agent with respect thereto and with respect
to advising any Agent or any Affiliate of an Agent as to its rights and
responsibilities under the Loan Documents, and all reasonable costs and
expenses, if any (including reasonable fees and out-of-pocket expenses of
counsel to any Agent or Affiliate of an Agent, or any Lender or Affiliate of a
Lender (including in-house counsel of any Lender or of such Affiliate of a
Lender) and all other FCC fees), incurred by any Agent, any Affiliate of an
Agent, any Lender or any Affiliate of a Lender or any Person acting upon the
request or on behalf of any Agent, any Affiliate of an Agent, any Lender or any
Affiliate of a Lender in connection with the enforcement of the Loan Documents
and the other documents to be delivered under the Loan Documents.


 


(b)           The Borrower agrees to indemnify, pay and hold harmless
each Agent, each Affiliate of an Agent, each Lender, each Affiliate of a
Lender, each trustee and investment advisor of a Lender that is a fund and
their respective officers, directors, employees and agents (collectively called
the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever (including the fees and disbursements of
counsel for such Indemnitee in connection with any investigative,
administrative or judicial proceeding, whether or not such Indemnitee shall be
designated a party thereto, and the expenses of investigation by engineers,
environmental consultants and similar technical personnel and any commission,
fee or compensation claimed by any broker (other than any broker retained by or
on behalf of any Agent or any Lender) asserting any right to payment for the
transactions contemplated hereby), which may be imposed on, incurred by or
asserted against such Indemnitee as a result of or in connection with the
transactions contemplated hereby or by the other Loan Documents or by other
Related Documents (including (i) (A) as a direct or indirect result of the
presence on or under, or escape, seepage, leakage, spillage, discharge,
emission or release from, any property now or previously owned, leased or
operated by the Borrower or any of its Subsidiaries of any Hazardous Materials,
(B) arising out of or relating to the offsite disposal of any materials
generated or present on any such property, (C) arising out of or resulting from
the environmental condition of any such property or the applicability of any
governmental requirements relating to Hazardous Materials, whether or not
occasioned wholly or in part by any condition, accident or event caused by any
act or omission of the Borrower or any of its Subsidiaries or (D) arising out
of or relating to any violation by, or liability of, the Borrower or any of its
Subsidiaries under any Environmental Law and (ii) proposed and actual
extensions of credit under this Agreement) and the use or intended use of the
proceeds of any Borrowing, except that the Borrower shall have no obligation
hereunder to an Indemnitee with respect to any liability resulting from the
gross negligence or willful misconduct of such Indemnitee.  To the extent that the undertaking set forth
in the immediately preceding sentence may be unenforceable, the Borrower shall
contribute the maximum portion which it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all such indemnified
liabilities incurred by the Indemnitees or any of them.  Without limiting the generality of any
provision of this Section, to the fullest extent permitted by law, the Borrower
hereby waives all rights for contribution or any other rights of recovery with
respect to liabilities, losses, damages, costs and expenses arising


 


76

















 


under or relating to Environmental Laws that
it or its Subsidiaries might have by statute or otherwise against any
Indemnitee.


 


SECTION 8.05.      Right to Set-off.    (a) 
Upon (i) the occurrence and during the continuance of any Event of
Default and (ii) the making of the request or the granting of the consent
specified by Section 6.01 to authorize the Administrative Agent to declare the
Notes and the Letter of Credit Obligations due and payable pursuant to the
provisions of Section 6.01, each Lender (and a Participant thereof) is hereby
authorized, subject to the provisions of Section 8.05(b), at any time and from
time to time, to the fullest extent permitted by law (without penalty, sanction
or loss of collateral), to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other indebtedness
at any time owing to such Lender to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or
hereafter existing under any Loan Document, irrespective of whether or not such
Lender shall have made any demand under such Loan Document and although such
obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after such set-off and application made by such Lender, provided that such failure to give such
notice shall not affect the validity of such set-off and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) which such
Lender may have. Each Lender agrees that if it shall, by exercising any right
of set-off or counterclaim or otherwise, receive payment of a proportion of the
aggregate amount of principal and interest due with respect to any Note held by
it and Letter of Credit Obligations owed to it which is greater than the
proportion received by any other Lender in respect of the aggregate amount of
principal and interest due with respect to any Note held by such other Lender
and the Letter of Credit Obligations owed to such other Lender, such
adjustments shall be made as may be required so that all such payments of
principal and interest with respect to the Notes held by the Lenders and Letter
of Credit Obligations owed to all Lenders shall be shared by the Lenders pro
rata.


 


(b)           The Lenders agree among themselves that, except upon the
written consent of the Majority Lenders, no Lender shall, with respect to any
Note or other obligation under any Loan Document, exercise any right described
in Section 8.05(a). If a Lender breaches its obligation under the foregoing
sentence, then such Lender shall be deemed to have waived any right to the
benefits of the Collateral Documents, as against any other Lender. Each Lender
waives all rights to enforce any rights under this Agreement, under the Notes
or under any other Loan Document without the prior written consent of the
Majority Lenders. Each Lender further agrees that all rights under the
Collateral Documents shall be exercised only through the Administrative Agent.


 


SECTION 8.06.      BINDING EFFECT; GOVERNING LAW.  THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN
IT SHALL HAVE BEEN EXECUTED BY THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE
AGENT AND THE SYNDICATION AGENT AND WHEN THE ADMINISTRATIVE AGENT SHALL HAVE
BEEN NOTIFIED BY EACH BANK THAT SUCH BANK HAS EXECUTED IT (WHICH NOTIFICATION
MAY BE IN THE FORM OF DELIVERY OF AN EXECUTED SIGNATURE PAGE TO THE
ADMINISTRATIVE AGENT BY FACSIMILE TRANSMISSION) AND THEREAFTER SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE
SYNDICATION AGENT AND EACH LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
EXCEPT THAT THE BORROWER SHALL NOT HAVE THE RIGHT TO ASSIGN ITS RIGHTS
HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF ALL
LENDERS.  THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


SECTION 8.07.      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,


 


77

















 


except that the Borrower may not assign or
otherwise transfer any of its rights under this Agreement without the prior
written consent of all Lenders.


 


(b)           Any Lender may at any time grant to one or more commercial
banks, mutual funds, financial institutions or other “accredited investors” (as
defined in Regulation D of the Securities Act of 1933, as amended) (each a “Participant”)
participating interests in its Term Loan A Commitment, Revolving Facility
Commitment or any or all of its Advances. In the event of any such grant by a
Lender of a participating interest to a Participant, whether or not any notice
thereof is given to the Borrower or the Administrative Agent, such Lender shall
remain responsible for the performance of its obligations hereunder, and the
Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement pursuant to which any Lender
may grant such a participating interest shall provide that such Lender shall
retain the sole right and responsibility to enforce the obligations of the
Borrower hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement, provided that such participation agreement
may provide that such Lender will not agree to any modification, amendment or
waiver of this Agreement described in clause (w) of the second proviso or
clause (w) of the third proviso or clause (1) of the fourth proviso to Section
8.01(a) (unless the participant’s share of such Lender’s Revolving Facility
Commitment would not be increased and any additional obligations imposed on the
Lenders would not be imposed upon the participant) or in clause (v), (x), (y)
or (z) of the second proviso or clause (x), (y) or (z) of the third proviso or
clause (2) or (3) of the fourth proviso of Section 8.01(a) without the consent
of the Participant. The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement, be entitled to the benefits of
Sections 2.10(e), 2.12, 2.14, 2.16, 2.17, 2.18, 2.19 and 8.04 with respect to
its participating interest. An assignment or other transfer which is not
permitted by subsection (c) or (d) below shall be given effect for purposes of
this Agreement only to the extent of a participating interest granted in accordance
with this subsection (b).


 


(c)           Any Lender may at any time assign to one or more
commercial banks, mutual funds, financial institutions or other “accredited
investors” (as defined in Regulation D of the Securities Act of 1933, as
amended) (each an “Assignee”)
(treating any fund that invests in bank loans and any other fund that is
managed by the same investment advisor of such fund or an Affiliate of such
investment advisor as single Assignee) all or any part (equivalent, except when
the Assignee is either an Affiliate of such transferor Lender, already a Lender
or a fund managed by the same investment advisor (or an Affiliate of such
investment advisor) as an existing Lender prior to such assignment, to at least
$2,500,000) of its rights and obligations under this Agreement, and such
Assignee shall assume such rights and obligations in respect of its Revolving
Facility Commitment and all of its outstanding Revolving Advances, all of its
outstanding Letters of Credit and all of its outstanding Letter of Credit
Obligations.  When all of the following
conditions shall have been satisfied, such Assignee shall be a Lender party to
this Agreement and shall have all the rights and obligations of a Lender with a
Revolving Facility Commitment and/or Revolving Advances, as the case may be, as
set forth in such Assignment and Assumption Agreement, and the transferor
Lender shall be released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall be required:


 


(w)          delivery of an Assignment and
Assumption Agreement executed by such Assignee and such transferor Lender, with
the subscribed consent of the Borrower and the Administrative Agent, which
consents shall not be unreasonably withheld or delayed; provided that (i) if the Assignee is an
Affiliate of such transferor Lender, a fund managed by the same investment
advisor (or an Affiliate of such investment advisor) as an existing Lender or
was a Lender immediately prior to such assignment, no such consents shall be required
and (ii) if such assignment is made while any Default is continuing or during
the first 30 days following the Effective Date


 


78

















 


only in connection with the
syndication of the Revolving Facility Commitments hereunder, the consent of the
Borrower shall not be required;


 


(x)            except in the case of the
assignments pursuant to the Assignment and Assumption Agreement, payment by
such Assignee to such transferor Lender of an amount equal to the purchase price
agreed between such transferor Lender and such Assignee (or, in the case of the
assignment of Swingline Advances, payment of the purchase price as set forth in
Section 2.01(d));


 


(y)           payment to the Administrative Agent
of a non-refundable administrative fee for processing such assignment in the
amount of $1,000 if the Assignee was either a Lender or a fund managed by the
same investment advisor (or an Affiliate of such investment advisor) as an
existing Lender immediately prior to such assignment, or $3,500 otherwise; and


 


(z)            recordation of such assignment in
the Register.


 


If the Assignee is not incorporated under the
laws of the United States of America or a state thereof, it shall deliver to
the Borrower and the Administrative Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in
accordance with Section 2.14.


 


(d)           Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time pledge or assign all or any portion of
its rights under this Agreement and the other Loan Documents (including,
without limitation, the Notes held by it) to any Federal Reserve Bank without
notice to or consent of Borrower or Agent and any Lender which is a fund may
pledge all or any portion of its rights under this Agreement and the other Loan
Documents (including, without limitation, the Notes held by it) to any holders
of obligations owed, or securities issued, by such fund as security for such
obligations or securities, or to any trustee for, or any other representative
of such holders, provided that
any foreclosure or other exercise of remedies by such holder or trustee shall
be subject to the provisions of this Section 8 regarding assignments in all
respects.  No such pledge or assignment
shall release the transferor Lender from its obligations hereunder.


 


(e)           Subject to the provisions of this subsection (e), any
Lender may at any time designate an SPC to provide all or a portion of the
Advances to be made by such Lender pursuant to this Agreement; provided that such designation shall not
be effective unless the Borrower and the Administrative Agent consent thereto
in writing (which consents shall not be unreasonably withheld).  When a Lender and its SPC shall have signed
a designation agreement acceptable in form and substance to the Administrative
Agent and the Borrower and the Administrative Agent shall have signed their
respective consents thereto, such SPC shall become a Designated Lender for
purposes of this Agreement.  The
Designating Lender shall thereafter have the right to permit such Designated
Lender to provide all or a portion of the Advances to be made by such
Designating Lender pursuant to this Agreement, and the making of such Advances
or portion thereof shall satisfy the obligation of the Designating Lender to
the same extent, and as if, such Advances or portion thereof were made by the
Designating Lender.  As to any Advances
or portion thereof made by it, each Designated Lender shall have all the rights
that a Lender making such Advances or portion thereof would have had under this
Agreement and otherwise; provided
that (x) its voting rights under this Agreement shall be exercised solely by
its Designating Lender and (y) its Designating Lender shall remain solely
responsible to the other parties hereto for the performance of such Designated
Lender’s obligations under this Agreement, including its obligations in respect
of the Advances or portion thereof made by it. 
Each party hereto hereby agrees that (i) no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender
would otherwise be liable and (ii) no SPC shall be entitled to the benefits of
Sections 2.16 and 2.18 (or any other increased costs protection provision).  No additional Note shall be required to
evidence the Advances or portion


 


79

















 


thereof made by a Designated Lender; and the
Designating Lender shall be deemed to hold its Note as agent for its Designated
Lender to the extent of the Advances or portion thereof funded by such
Designated Lender.  Each Designating
Lender shall act as administrative agent for its Designated Lender and give and
receive notices and other communications on its behalf.  Any payments for the account of any
Designated Lender shall be paid to its Designating Lender as administrative
agent for such Designated Lender and neither the Borrower nor the
Administrative Agent shall be responsible for any Designating Lender’s
application of such payments.  In addition,
any Designated Lender may, with notice to (but without the prior written
consent of) the Borrower and the Administrative Agent, (i) assign all or
portions of its interest in any Advances to its Designating Lender and (ii)
disclose on a confidential basis any non-public information relating to its
Advances or portions thereof to any rating agency, commercial paper dealer or
provider of any guarantee, surety, credit or liquidity enhancement to such
Designated Lender.  This clause (e) of
Section 8.07 may not be amended without the prior written consent of each
Designating Lender, all or any part of whose Advances are being funded by an
SPC at the time of such amendment.  For
the avoidance of doubt, with respect to the Agents, the other Lenders and the
Borrower, the Designating Lender shall for all purposes, including, without
limitation, the approval of any amendment or waiver of any provision of any
Loan Document or the obligation to pay any amount otherwise payable by the
Designating Lender under the Loan Documents, be the Lender of record hereunder.


 


(f)            The Administrative Agent, acting, for this purpose only,
as agent of the Borrower, shall maintain at its address referred to in Section
8.02 a copy of each Assignment and Assumption Agreement delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Revolving Facility Commitment of, and principal amount of
the Advances owing to, each Lender from time to time (the “Register”).  All assignments shall be effective only upon
recordation in the Register. The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.


 


(g)           Upon its receipt of a completed Assignment and Assumption
Agreement that has been executed and consented to in accordance with Section
8.07(c), together with any Note or Notes subject to such assignment, the
Administrative Agent shall (i) accept such Assignment and Assumption Agreement,
(ii) record the information contained therein in the Register and (iii) give
prompt notice thereof to the Borrower. Except in the case of assignments
pursuant to the Assignment and Assumption Agreement, within five Domestic
Business Days after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Administrative Agent in exchange for
the surrendered Note or Notes, appropriate new Note or Notes, to the order of
such Assignee and, if the assigning Lender has retained any Revolving Facility
Commitment or any Advances, appropriate new Note or Notes to the order of the
assigning Lender. Except in the case of the assignments pursuant to the
Assignment and Assumption Agreement, such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and
Assumption Agreement and shall otherwise be in substantially the form of
Exhibit A-1.


 


(h)           Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower; provided
that, prior to any such disclosure, the assignee or participant or proposed
assignee or participant shall agree to preserve the confidentiality of any
confidential information relating to the Borrower received by it from such
Lender.


 


80

















 


SECTION 8.08.      Headings. 
Article and Section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


 


SECTION 8.09.      Execution in Counterparts; Integration.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. This Agreement
constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof.


 


SECTION 8.10.      Severability of Provisions.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforce ability of
such provision in any other jurisdiction.


 


SECTION 8.11.      WAIVER OF JURY TRIAL.   EACH OF THE BORROWER, EACH OF THE
SYNDICATION AGENTS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY.


 


SECTION 8.12.      Submission to Jurisdiction; Consent to Service of
Process.  The Borrower hereby
submits to the nonexclusive jurisdiction of the United States District Court
for the Southern District of New York and of any New York State court sitting
in New York City for purposes of all legal proceedings arising out of or
relating to this Agreement or the transactions contemplated hereby. The
Borrower irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each of the
parties hereto irrevocably consents to service of process in the manner
provided for notices in Section 8.02 (except that process may not be served by
telecopy). Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.


 


SECTION 8.13.      Consent to Amendment.  Each Lender hereby consents to, and hereby
authorizes the Administrative Agent to execute and deliver, the Collateral
Documents, the Guaranty Agreement and the Mortgage Amendments.


 


SECTION 8.14.      Survival. 
The obligations of the Borrower under Sections 2.10(e), 2.12, 2.14, 2.18
and 8.04 hereof and the obligations of the Lenders under Section 7.06 hereof
shall survive the repayment of the Advances and the Letter of Credit
Obligations and the termination of the Revolving Facility Commitments and the
Letters of Credit.


 


[Signature
Pages Follow]


 


81

















 


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


 


	
   

  	
  YOUNG BROADCASTING INC.,
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


S-1

















 


	
   

  	
  DEUTSCHE
  BANK TRUST COMPANY AMERICAS,

  as New Administrative Agent, Collateral Agent,

  Issuing Bank and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK SECURITIES, INC., as Joint

  Exclusive Book-Runner and Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


S-2

















 


	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION, as Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  CAPITAL MARKETS, L.L.C., as Joint

  Exclusive Book-Runner and Lead Arranger

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Date:

  



 


S-3

















 


APPENDIX I


 


	
   

  	
   

  	
  Commitments

  	
   

  
	
   

  	
   

  	
  Primary
  Revolving

  Facility Commitment

  	
   

  	
  Interim
  Revolving

  Facility Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche Bank Trust Company Americas

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  115,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  10,000,000

  	
   

  	
  115,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
  20,000,000

  	
   

  	
  $

  	
  230,000,000

  	
   

  



 


S-1