**Exhibit 10**

 

 

FOURTH AMENDEDAND RESTATEDCREDIT AGREEMENT

 

 

dated as of May3, 2005,

 

among

 

 

YOUNGBROADCASTING INC.,

 

THE BANKSLISTED HEREIN,

 

WACHOVIA BANK,NATIONAL ASSOCIATION,as Administrative Agent, Collateral Agent and Issuing Bank,

 

andLEHMAN COMMERCIAL PAPER INC. and MERRILL LYNCH, PIERCE, FENNER & SMITHINCORPORATED,as Syndication Agents,BNP PARIBAS,as Documentation AgentJoint Lead Arrangers and Joint Lead Book-Runners:WACHOVIA CAPITAL MARKETS, LLCLEHMAN BROTHERS INC.MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDCahill Gordon & Reindel LLP80 Pine StreetNew York, New York 10005

 

 

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TABLE OF CONTENTS

 
| ARTICLE  1                                     |
|------------------------------------------------|
|                                           |   |   |
| DEFINITIONS AND ACCOUNTING TERMS               |
|                                           |   |   |
| SECTION  1.01                                  | Certain  Defined 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 COMMITMENTS AND  ADVANCES |
|                                           |   |   |
| SECTION 2.01                                   | The Commitments and Advances. |   |
| SECTION 2.02                                   | Method of Borrowing. |   |
| SECTION 2.03                                   | Notes. |   |
| SECTION 2.04                                   | Interest Rates. |   |
| SECTION 2.05                                   | Fees. |   |
| SECTION 2.06                                   | Optional Termination or Reduction of  Commitments |   |
| SECTION 2.07                                   | Mandatory Termination of Commitments and Repayment  of Advances; Offers to Repay. |   |
| SECTION 2.08                                   | Optional Prepayments. |   |
| SECTION 2.09                                   | Letters of Credit. |   |
| SECTION 2.10                                   | General Provisions as to Payments. |   |
| SECTION 2.11                                   | Funding Losses |   |
| SECTION 2.12                                   | Computation of Interest and Fees |   |
| SECTION 2.13                                   | Taxes |   |
| SECTION 2.14                                   | Method of Electing Interest Rates |   |
| SECTION 2.15                                   | Basis for Determining Interest Rate  Inadequate or Unfair |   |
| SECTION 2.16                                   | Illegality |   |
| SECTION 2.17                                   | Increased Cost and Reduced Return |   |
| SECTION 2.18                                   | Base Rate Advances Substituted for Affected  Eurodollar Rate Advances |   |
| SECTION 2.19                                   | Use of Proceeds |   |
| SECTION 2.20                                   | Increase in Commitments |   |
|                                           |   |   |
| ARTICLE 3                                      |
|                                           |
| CONDITIONS PRECEDENT                           |
|                                           |   |   |
| SECTION 3.01                                   | Conditions Precedent to Effective Date |   |
| SECTION 3.02                                   | Conditions Precedent to Each Borrowing |   |
| SECTION 3.03                                   | Conditions Precedent to Permitted  Acquisitions, Including Borrowings in Connection Therewith |   |

 

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| 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 |   |
|                           |   |   |
| ARTICLE 6                      |
|                           |   |   |
| EVENTS  OF DEFAULT             |
|                           |
| SECTION 6.01                   | Events of Default |   |
| SECTION 6.02                   | Cash Cover |   |
| SECTION 6.03                   | Application of Proceeds |   |
|                           |   |   |
| ARTICLE 7                      |
|                           |   |   |
| THE AGENTS                     |
|                           |   |   |
| SECTION 7.01                   | Appointment and Authorization |   |
| SECTION 7.02                   | Agents and Affiliates |   |
| SECTION 7.03                   | Actions by Agents and Lead Arrangers |   |
| SECTION 7.04                   | Consultation with Experts |   |
| SECTION 7.05                   | Liability of Agents and Lead Arrangers |   |
| SECTION 7.06                   | Indemnification |   |
| SECTION 7.07                   | Credit Decision |   |
| SECTION 7.08                   | Successor Agent |   |
| SECTION 7.09                   | 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 |   |
| 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 |   |

 

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| SECTION 8.13 | Consent to Amendment   |   |
|--------------|------------------------|--------|
| SECTION 8.14 | Survival               |   |
| SECTION 8.15 | USA PATRIOT Act Notice |   |

 
| Appendix I       | –                                                   | Commitments                                                         |
|------------------|----------------------------------------------------------|---------------------------------------------------------------------|
|             |                                                     |                                                                |
| SCHEDULES        |                                                     |                                                                |
|             |                                                     |                                                                |
| Schedule 1.01-1  | –                                                   | Collateral Documents                                                |
| Schedule 1.01-2  | –                                                   | Hedging Agreements                                                  |
| Schedule 3.01(k) | –                                                   | Mortgaged Property                                                  |
| 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(r) | –                                                   | Executive Compensation Agreements                                   |
| Schedule 4.10(s) | –                                                   | Descriptions and Locations of Real Property and Leasehold Interests |
| Schedule 4.01(t) | –                                                   | Government and Third Party Consents                                 |
| Schedule 4.01(w) | –                                                   | Investigations                                                      |
| Schedule 4.01(x) | –                                                   | Environmental Matters                                               |
|             |                                                     |                                                                |
| EXHIBITS         |                                                     |                                                                |
|             |                                                     |                                                                |
| Exhibit A-1      | Form of Revolving Note                                   |                                                                |
| Exhibit A-2      | Form of Term Note                                        |                                                                |
| Exhibit B-1      | Form of Security Agreement                               |                                                                |
| Exhibit B-2      | Form of Guaranty Agreement                               |                                                                |
| Exhibit C-1      | Form of Mortgage                                         |                                                                |
| Exhibit C-2      | Form of Deed of Trust                                    |                                                                |
| Exhibit D        | Form of Assignment and Assumption Agreement              |                                                                |
| Exhibit E        | Form of Opinion of Sonnenschein Nath & Rosenthal LLP |
| Exhibit F        | Form of Notice of Borrowing                              |                                                                |
| Exhibit G        | Form of Request for Issuance                             |                                                                |
| Exhibit H        | Form of Borrower’s Solvency Certificate             |                                                                |
| Exhibit I        | Form of Subsidiary Guarantor’s Solvency Certificate |
| Exhibit I        | Form of Perfection Certificate                           |                                                                |
|                  |                                                          |                                                                     |  |

 

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FOURTH AMENDED AND RESTATED CREDIT AGREEMENTdated as of May 3, 2005 among YOUNG BROADCASTING INC., a Delaware corporation(the “***Borrower***”), the banks andother financial institutions (the “***Banks***”)listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, asAdministrative Agent and Collateral Agent for the Lenders hereunder and asIssuing Bank, LEHMAN COMMERCIAL PAPER INC. and MERRILL LYNCH, PIERCE, FENNER& SMITH INCORPORATED, as Syndication Agents for the Lenders hereunder, BNPPARIBAS, as Documentation Agent, and WACHOVIA CAPITAL MARKETS, LLC, LEHMANBROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, asJoint Lead Arrangers and Joint Lead Book-Runners.

 

W I T N E S SE T H:

 

WHEREAS, the Borrower and certain financialinstitutions are parties to a Third Amended and Restated Credit Agreement datedas of December 22, 2003 (the “***Original Existing CreditAgreement***”); and

 

WHEREAS, immediately prior to the executionhereof, the Old Lenders(as defined herein) have assigned all of their rights and obligations under theOriginal Existing Credit Agreement to the Lead Arrangers pursuant to theEffective Date Assignment Agreement (as defined herein), upon the terms and subjectto the conditions set forth therein; and

 

WHEREAS, pursuant to an Offer to Purchasedated April 11, 2005, the Borrower has made an offer to purchase (the “***Tender Offer***”) all of its 8 1/2%Senior Notes due 2008 (the “***Refinancing***”);and

 

WHEREAS, to finance the Tender Offer andRefinancing, pay related fees and expenses incurred in connection with theTender Offer and Refinancing and this Agreement and provide for ongoing workingcapital and other general corporate purposes, the Borrower has requested thatthe Banks party hereto make available to the Borrower a term loan facility inan aggregate amount of $300,000,000 and a revolving credit facility in anaggregate amount of $20,000,000; and

 

WHEREAS, subject to terms and conditionsherein, the Banks have agreed to make a Term Loan Commitment (as defined below)in the aggregate amount of $300,000,000 a Revolving Credit Facility Commitment(as defined below) in an aggregate amount of $20,000,000; and

 

WHEREAS, the parties hereto therefore wish toprovide for the foregoing by amending the Original Existing Credit Agreementto, among other things, change the amount and type of credit availablethereunder and amend certain of the other provisions thereof, and, in thatconnection, wish to amend and restate the Original Existing Credit Agreement inits entirety; and

 

NOW, THEREFORE, the parties hereto agree asfollows:

 

# ARTICLE 1

#  

# DEFINITIONS AND ACCOUNTING TERMS

#  

SECTION 1.01                    Certain Defined Terms.  As used in this Agreement, the followingterms shall have the following meanings (such meanings to be equally applicableto both the singular and plural forms of the terms defined):

 

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“***Acquired Debt***”means, with respect to any specified Person, Indebtedness of any other Person(the “Acquired Person”) existing at the time the Acquired Person merges with orinto, or becomes a Subsidiary of, such specified Person, including Indebtednessincurred in connection with, or in contemplation of, the Acquired Personmerging with or into, or becoming a Subsidiary of, such specified Person.

 

“***Act***” hasthe meaning set forth in Section 8.15.

 

“***Additional Assets***”means any property or assets (other than Indebtedness) used or useful in thetelevision broadcast business, including all of the Capital Stock of an entityowning such property or assets.

 

“***Additional Guarantee***”has the meaning set forth in Section 5.02(e)(i).

 

“***Additional Subsidiary Guarantor***”means any Subsidiary of the Borrower, other than the Initial Subsidiary Guarantors,  that guarantees the Borrower’s obligationshereunder.

 

“***Administrative Agent***”means Wachovia Bank, National Association, in its capacity as AdministrativeAgent for the Lenders hereunder, and its successors in such capacity.

 

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

 

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

 

“***Affiliate***”means, with respect to any specified Person, any other Person directly orindirectly controlling or controlled by or under direct or indirect commoncontrol with such specified Person.  Forpurposes of this definition, “control” (including, with correlative meanings,the terms “controlling,” “controlled by” and “under common control with”) ofany Person means the possession, directly or indirectly, of the power to director cause the direction of the management or policies of such Person, whetherthrough the ownership of voting securities, by agreement or otherwise.

 

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

 

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

 

“***Applicable Lending Office***”means, with respect to each Lender, such Lender’s Domestic Lending Office inthe case of a Base Rate Advance and such Lender’s Eurodollar Lending Office inthe case of a Eurodollar Rate Advance.

 

“***Asset Sale***”means (i) any sale, lease, conveyance or other disposition by the Borrower orany Restricted Subsidiary of any assets (including by way of asale-and-leaseback) other than in the ordinary course of business (providedthat the sale, lease, conveyance or other disposition of all or substantiallyall of the assets of the Borrower shall not be an “Asset Sale” but insteadshall be governed by

 

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the provisions of Section 5.02(c)), or (ii)the issuance or sale of Capital Stock of any Restricted Subsidiary, in eachcase, whether in a single transaction or a series of related transactions, toany Person (other than to the Borrower or a Wholly-Owned Restricted Subsidiary)for Net Proceeds in excess of $1,000,000.

 

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

 

“***Assignment and AssumptionAgreement***” means an Assignment and Assumption Agreement enteredinto by a Lender and an Assignee, and accepted by the Administrative Agent andconsented to by the Borrower (if required), in substantially the form ofExhibit D.

 

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

 

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

 

“***Base Rate Advance***”means an Advance which bears interest as provided in Section 2.04(a).

 

“***Base Rate Margin***”means a rate *per annum* equal to the Base Rate *plus* 1.25%.

 

“***Board of Directors***”means the Borrower’s board of directors or any authorized committee of suchboard of directors.

 

“***Board Resolution***”means a copy of one or more resolutions, certified by the secretary or anassistant secretary of the Borrower to have been duly adopted by the Board ofDirectors and to be in full force and effect on the date of such certification,delivered to the Agents.

 

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

 

“***Borrowing***”means a Term Loan Borrowing or a Revolving Facility Borrowing made or Convertedon the same day by the Lenders.

 

“***Business Day***”means any day other than a Legal Holiday.

 

“***Capital Lease Obligation***”of any Person means, at the time any determination thereof is to be made, theamount of the liability in respect of a capital lease for property leased bysuch Person that would at such time be required to be capitalized on thebalance sheet of such Person in accordance with GAAP.

 

“***Capital Stock***”of any Person means any and all shares, interests, rights to purchase,warrants, options, participations or other equivalents of or interests in(however designated) corporate stock or other equity participations, includingpartnership interests, whether general or limited, of such Person, includingany Preferred Stock.

 

“***Cash Equivalents***”means (a) securities with maturities of one year or less from the date ofacquisition, issued, fully guaranteed or insured by the United States Governmentor any agency thereof, (b) certificates of deposit, time deposits, overnightbank deposits, bankers’ acceptances and repurchase agreements issued by aQualified Issuer having maturities of 270 days or less from the date of acquisition,(c) commercial paper of an issuer rated at least A-2 by Standard & Poor’sCorporation or P-2 by Moody’s Investors Service, Inc., or carrying anequivalent rating by a nationally recognized rating agency if both

 

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of the two named rating agencies ceasepublishing ratings of investments and having maturities of 270 days or lessfrom the date of acquisition, and (d) money market accounts or funds with orissued by Qualified Issuers.

 

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

 

“***Code***” meansthe Internal Revenue Code of 1986, as the same may be amended from time totime.

 

“***Collateral***”means, collectively, the “Collateral” as defined in the Security Agreement, the“Trust Property” and “Mortgaged Property” described in the Mortgages and allother property and assets of the Borrower or any Subsidiary Guarantor to whichany Collateral Document relates.

 

“***Collateral Agent***”means Wachovia Bank, National Association, in its capacity as the securedparty, mortgagee, beneficiary or grantee under the various pledge and securityagreements, mortgages and other Collateral Documents executed and delivered bythe Borrower and its Subsidiaries in connection with this Agreement.

 

“***Collateral Documents***”means the Security Agreement, the Mortgages, including without limitation the agreements,documents and instruments listed on Schedule 1.01-1 and each other securityagreement, pledge agreement or mortgage delivered to grant a security interestin any property as collateral for the Obligations, and all documents andinstruments delivered in connection therewith.

 

“***Commission***”means the Securities and Exchange Commission.

 

“***Commitment***”means, with respect to any Lender, such Lender’s Term Loan Commitment orRevolving Facility Commitment, as the case may be.

 

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

 

 “***Consolidated***” refers to theconsolidation of accounts of the Borrower and its Subsidiaries in accordancewith generally accepted accounting principles, including principles ofconsolidation.

 

“***Consolidated InterestExpense***” means, with respect to any period, the sum of (i) theinterest expense of the Borrower and its Restricted Subsidiaries for suchperiod, determined on a consolidated basis in accordance with GAAP consistentlyapplied, including, without limitation, (a) amortization of debt discount, (b)the net payments, if any, under interest rate contracts (including amortizationof discounts), (c) the interest portion of any deferred payment obligation and(d) accrued interest, plus (ii) the interest component of the Capital LeaseObligations paid, accrued and/or scheduled to be paid or accrued by theBorrower during such period, and all capitalized interest of the Borrower andits Restricted Subsidiaries, in each case as determined on a consolidated basisin accordance with GAAP consistently applied.

 

“***Consolidated Net Income***”means, with respect to any period, the net income (or loss) of the Borrower andits Restricted Subsidiaries for such period, determined on a consolidated basisin accordance with GAAP consistently applied, adjusted, to the extent includedin calculating such net income (or loss), by excluding, without duplication,(i) all extraordinary gains but not losses (less all fees and expenses relatingthereto), (ii) the portion of net income (or loss) of the Borrower and itsRestricted

 

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Subsidiaries allocable to interests inunconsolidated Persons or Unrestricted Subsidiaries, except to the extent ofthe amount of dividends or distributions actually paid to the Borrower or itsRestricted Subsidiaries by such other Person during such period, (iii) netincome (or loss) of any Person combined with the Borrower or any of itsRestricted Subsidiaries on a “pooling of interests” basis attributable to anyperiod prior to the date of combination, (iv) net gain but not losses (less allfees and expenses relating thereto) in respect of dispositions of assets (including,without limitation, pursuant to sale and leaseback transactions) other than inthe ordinary course of business, or (v) the net income of any RestrictedSubsidiary to the extent that the declaration of dividends or similar distributionsby that Restricted Subsidiary of that income to the Borrower is not at the timepermitted, directly or indirectly, by operation of the terms of its charter orany agreement, instrument, judgment, decree, order, statute, rule orgovernmental regulation applicable to that Restricted Subsidiary or its stockholders.

 

“***Consolidated Net Worth***”means, with respect to any Person on any date, the equity of the common andpreferred stockholders of such Person and its Restricted Subsidiaries as ofsuch date, determined on a consolidated basis in accordance with GAAP consistentlyapplied.

 

“***Convert***”, “***Conversion***” and “***Converted***” each refer to aconversion of Advances of one Type into Advances of another Type pursuant toSection 2.14 or 2.16.

 

“***Credit Agreement***”means this Fourth Amended and Restated Credit Agreement dated the date hereof.

 

“***CTSI***” meansCommunity Television Service, Inc., a South Dakota corporation.

 

“***Cumulative ConsolidatedInterest Expense***” means, as of any date of determination,Consolidated Interest Expense from October 1, 1994 to the end of the Borrower’smost recently ended full fiscal quarter prior to such date, taken as a singleaccounting period.

 

“***Cumulative Operating CashFlow***” means, as of any date of determination, Operating CashFlow from October 1, 1994 to the end of the Borrower’s most recently ended fullfiscal quarter prior to such date, taken as a single accounting period.

 

“***Debt to Operating CashFlow Ratio***” means, with respect to any date of determination,the ratio of (i) the aggregate principal amount of all outstanding Indebtednessof the Borrower and its Restricted Subsidiaries as of such date on aconsolidated basis, plus the aggregate liquidation preference or redemptionamount of all Disqualified Stock of the Borrower and its RestrictedSubsidiaries (excluding any such Disqualified Stock held by the Borrower or itsWholly Owned Restricted Subsidiaries), to (ii) Operating Cash Flow of theBorrower and its Restricted Subsidiaries on a consolidated basis for the fourmost recent full fiscal quarters ending on or immediately prior to such date,determined on a *pro forma* basis after giving *pro forma* effect to (i) the incurrence of such Indebtednessand (if applicable) the application of the net proceeds therefrom, including torefinance other Indebtedness, as if such Indebtedness was incurred, and theapplication of such proceeds occurred, at the beginning of such four-quarterperiod; (ii) the incurrence, repayment or retirement of any other Indebtednessby the Borrower and its Restricted Subsidiaries since the first day of suchfour-quarter period as if such Indebtedness was incurred, repaid or retired atthe beginning of such four-quarter period (except that, in making suchcomputation, the amount of Indebtedness under any revolving credit facilityshall be computed based upon the average balance of such Indebtedness at theend of each month during such four-quarter period); (iii) in the case ofAcquired Debt, the related acquisition as if such acquisition had occurred atthe beginning of such four-quarter period; and (iv) any acquisition or dispositionby the Borrower and its Restricted Subsidiaries of any Borrower or any businessor any assets out of the ordinary course of business, or any related repaymentof

 

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Indebtedness, in each case since the firstday of such four-quarter period, assuming such acquisition or disposition hadbeen consummated on the first day of such four-quarter period.

 

“***Default***”means any Event of Default or any event that would constitute an Event ofDefault 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 swaptransaction, basis swap, forward rate transaction, commodity swap, commodityoption, equity or equity index swap, equity or equity index option, bondoption, 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 similartransaction (including any option with respect to any of the foregoingtransactions) or any combination of the foregoing transactions.

 

“***Designated Lender***”means, with respect to any Designating Lender, an SPC designated by it pursuantto 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 suchDesignated Lender pursuant to Section 8.07(e).

 

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

 

“***Disposition***”means, with respect to any Person, any merger, consolidation or other businesscombination involving such Person (whether or not such Person is the SurvivingPerson) or the sale, assignment, transfer, lease, conveyance or other dispositionof all or substantially all of such Person’s assets.

 

“***Disqualified Stock***”means any Capital Stock that, by its terms (or by the terms of any securityinto which it is convertible or for which it is exchangeable), or upon thehappening of any event, matures or is mandatorily redeemable, pursuant to asinking fund obligation or otherwise, or is redeemable at the option of the holderthereof (other than upon a change of control of the Borrower in circumstanceswhere Lenders would have similar rights), in whole or in part on or prior tothe Maturity Date.

 

“***Documentation Agent***”means BNP Paribas, in its capacity as Documentation Agent for the Lendershereunder, and its successors in such capacity.

 

“***Domestic Business Day***”means any day except a Saturday, Sunday or other day on which commercial banksin 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 “DomesticLending Office” opposite its name in the Administrative Questionnaire or suchother office of such Lender as such Lender may from time to time specify to theBorrower and the Administrative Agent.

 

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

 

“***Effective Date AssignmentAgreement***” means the Assignment Agreement, dated as of the dateof this Agreement, the assignments under which have become effective on theEffective Date immediately prior to the execution hereof, among the Old Lenders,as Assignors, the Banks, as Assignees, the Borrower and the AdministrativeAgent.

 

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“***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 orreleases of pollutants, contaminants, Hazardous Materials or wastes into theenvironment, including ambient air, surface water, ground water or land, orotherwise relating to the manufacture, processing, distribution, use,treatment, storage, disposal or transport of Hazardous Materials or theclean-up or other remediation thereof.

 

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

 

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

 

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

 

“***Eurodollar Lending Office***”means, with respect to any Lender, the office of such Lender specified as its “EurodollarLending Office” opposite its name in its Administrative Questionnaire (or, ifno such office is specified, its Domestic Lending Office) or such other officeof such Lender as such Lender may from time to time specify to the Borrower andthe Administrative Agent.

 

“***Eurodollar Margin***”means a rate *per annum* equal to 2.25%.

 

“***Eurodollar Rate Advance***”means an Advance which bears interest as provided in Section 2.04(c).

 

“***Eurodollar Reference Banks***”means the principal London offices of Wachovia Bank, National Association, LehmanCommercial Paper Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

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

 

“***Exchange Act***”means the Securities Exchange Act of 1934, as amended.

 

“***Existing SubordinatedNotes***” means the Borrower’s 8-3/4% Senior Subordinated Notes due2014 and 10% Senior Subordinated Notes due 2011.

 

“***Existing SubordinatedNotes Indentures***” means the indentures governing the ExistingSubordinated Notes.

 

“***FCC***” meansthe Federal Communications Commission and any successor thereto.

 

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

 

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“***Federal Funds Rate***”means, for any day, the rate *per annum*(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to theweighted average of the rates on overnight Federal funds transactions withmembers of the Federal Reserve System arranged by Federal funds brokers on suchday, as published by the Federal Reserve Bank of New York on the DomesticBusiness Day next succeeding such day; *provided* that(i) if such day is not a Domestic Business Day, the Federal Funds Rate for suchday shall be such rate on such transactions on the next preceding DomesticBusiness 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 BusinessDay, the Federal Funds Rate for such day shall be the average rate quoted tothe Administrative Agent on such day on such transactions as determined by theAdministrative Agent.

 

“***Film Contracts***”means contracts with suppliers that convey the right to broadcast specifiedfilms, videotape motion pictures, syndicated television programs or sports orother programming.

 

“***Fiscal Quarter***”means a fiscal quarter of the Borrower consisting of a calendar quarter endingon 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 onDecember 31.

 

“***Fronting Fee***”has the meaning specified in Section 2.05(d).

 

“***GAAP***” meansgenerally accepted accounting principles set forth in the opinions andpronouncements of the Accounting Principles Board of the American Institute ofCertified Public Accountants and statements and pronouncements of the FinancialAccounting Standards Board or in such other statements by such other entity ashave been approved by a significant segment of the accounting profession, whichare in effect on the Issue Date.

 

“***Guarantee***”means a guarantee (other than by endorsement of negotiable instruments for collectionin the ordinary course of business), direct or indirect, in any manner(including, without limitation, letters of credit and reimbursement agreementsin respect thereof), of all or any part of any Indebtedness.

 

“***Guaranty Agreement***”means the Fourth Amended and Restated Guaranty Agreement, dated as of the datehereof, among the Borrower, each of the Subsidiary Guarantors and theAdministrative 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 andother hydrocarbons; and (v) any other toxic, radioactive, caustic or otherwisehazardous substance regulated under Environmental Laws.

 

“***Increase Effective Date***”has the meaning specified in Section 2.20(a).

 

“***Increase Joinder***”has the meaning specified in Section 2.20(c).

 

“***Incremental Term LoanCommitment***” has the meaning specified in Section 2.20(a).

 

“***Incremental Term LoanMaturity Date***” has the meaning specified in Section 2.20(c).

 

“***Incremental Term Loans***”has the meaning specified in Section 2.20(c).

 

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“***Indebtedness***”means, with respect to any Person, without duplication, and whether or notcontingent, (i) all indebtedness of such Person for borrowed money or for thedeferred purchase price of property or services or which is evidenced by anote, bond, debenture or similar instrument, (ii) all Capital Lease Obligationsof such Person, (iii) all obligations of such Person in respect of letters ofcredit or bankers’ acceptances issued or created for the account of suchPerson, (iv) all Interest Rate Agreement Obligations of such Person, (v) allliabilities secured by any Lien on any property owned by such Person even ifsuch Person has not assumed or otherwise become liable for the payment thereofto the extent of the value of the property subject to such Lien, (vi) allDisqualified Stock issued by such Person, valued at the greater of its voluntaryor involuntary maximum fixed repurchase price plus accrued and unpaid dividendsthereon, and (vii) to the extent not otherwise included, any guarantee by suchPerson of any other Person’s indebtedness or other obligations described inclauses (i) through (vi) above.  “Indebtedness”of the Borrower and the Restricted Subsidiaries shall not include current tradepayables incurred in the ordinary course of business and payable in accordancewith customary practices, and non-interest bearing installment obligations andaccrued liabilities incurred in the ordinary course of business which are notmore than 90 days past due.  For purposeshereof, the “maximum fixed repurchase price” of any Disqualified Stock whichdoes not have a fixed repurchase price shall be calculated in accordance withthe terms of such Disqualified Stock as if such Disqualified Stock werepurchased on any date on which Indebtedness shall be required to be determinedpursuant to this Credit Agreement, and if such price is based upon, or measuredby the fair market value of, such Disqualified Stock, such fair market value isto be determined in good faith by the board of directors of the issuer of suchDisqualified Stock.

 

“***Independent Director***”means a director of the Borrower other than a director (i) who (apart frombeing a director of the Borrower or any Subsidiary) is an employee, associateor Affiliate of the Borrower or a Subsidiary or has held any such positionduring the previous five years, or (ii) who is a director, employee, associateor Affiliate of another party to the transaction in question.

 

“***Independent PublicAccountants***” means Ernst & Young LLP or  another independent public accounting firm ofnationally recognized standing reasonably acceptable to the Majority Lenders.

 

“***Initial Guarantees***”means the guarantees of the Borrower’s obligations hereunder by the InitialSubsidiary Guarantors.

 

“***Initial SubsidiaryGuarantors***” means: (i) Young Broadcasting of Albany, Inc., aDelaware corporation, (ii) Young Broadcasting of Davenport, Inc., a Delaware corporation,(iii) Young Broadcasting of Green Bay, Inc., a Delaware corporation, (iv) YoungBroadcasting of Knoxville, Inc., a Delaware corporation, (v) Young Broadcastingof Lansing, Inc., a Michigan corporation, (vi) Young Broadcasting of LosAngeles, Inc., a Delaware corporation, (vii) Young Broadcasting of Louisiana,Inc., a Delaware corporation, (viii) Young Broadcasting of Nashville, Inc., aDelaware corporation, (ix) Young Broadcasting of Nashville LLC, a Delawarelimited liability company, (x) Young Broadcasting of Rapid City, Inc., aDelaware corporation, (xi) Young Broadcasting of Richmond, Inc., a Delawarecorporation, (xii) Young Broadcasting of San Francisco, Inc., a Delawarecorporation, (xiii) Young Broadcasting of Sioux Falls, Inc., a Delaware corporation,(xiv) Adam Young Inc., a Delaware corporation, (xv) Honey Bucket Films, Inc., aDelaware corporation, (xvi) Fidelity Television, Inc., a Californiacorporation, (xvii) Winnebago Television Corporation, an Illinois corporation,(xviii) KLFY, L.P., a Delaware limited partnership, (xix) LAT, Inc., a Delawarecorporation, (xx) WATE, G.P., a Delaware general partnership, (xxi) WKRN, G.P.,a Delaware general partnership, (xxii) YBK, Inc. a Delaware corporation and(xxiii) YBT, Inc., a Delaware corporation.

 

“***Insufficiency***”means, with respect to any Plan, the amount, if any, by which the present valueof the accrued benefits under such Plan, as determined using the actuarial assumptionsthen used for

 

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the purpose of determining the contributionsto be made to such Plan, exceeds the fair market value of the assets of suchPlan allocable to such benefits.

 

“***Interest Period***”means:   with respect to each EurodollarRate 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 Noticeof Borrowing or Notice of Interest Rate Election; *provided*that:

 

(a)                                  anyInterest Period which would otherwise end on a day which is not a EurodollarBusiness Day shall be extended to the next succeeding Eurodollar Business Dayunless such Eurodollar Business Day falls in another calendar month, in whichcase such Interest Period shall end on the next preceding Eurodollar BusinessDay; and

 

(b)                                 anyInterest Period which begins on the last Eurodollar Business Day of a calendarmonth (or on a day for which there is no numerically corresponding day in thecalendar 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.

 

“***Interest Rate Agreements***”shall mean any (i) interest rate swap agreements, interest rate cap agreementsand interest rate collar agreements, and (ii) other agreements or arrangementsdesigned to protect such Person against fluctuations in interest rates.

 

“***Interest Rate AgreementObligations***” means, with respect to any Person, the obligationsof such Person under or with respect to Interest Rate Agreements.

 

 “***Investments***” means, with respect toany Person, all investments by such Person in other Persons (including Affiliatesof such Person) in the form of loans, Guarantees, advances or capitalcontributions (excluding commission, travel and similar advances to officersand employees made in the ordinary course of business), purchases or otheracquisitions for consideration of Indebtedness, Capital Stock or othersecurities and all other items that are or would be classified as investmentson a balance sheet prepared in accordance with GAAP.

 

“***Issue***”means create, issue, assume, guarantee, incur or otherwise become, directly orindirectly, liable for any Indebtedness or Capital Stock, as applicable;provided, however, that any Indebtedness or Capital Stock of a Person existingat the time such Person becomes a Restricted Subsidiary (whether bydesignation, merger, consolidation, acquisition or otherwise) shall be deemedto be issued by such Restricted Subsidiary at the time it becomes a RestrictedSubsidiary.  For this definition, theterms “issuing, issuer, “issuance” and “issued” have meanings correlative tothe foregoing.

 

“***Issuing Bank***”means Wachovia Bank, National Association and any of its affiliates, as theissuers of a Letter of Credit.

 

“***KLFY Partnership***”means KLFY, L.P., a Delaware limited partnership of which YB of Louisiana isthe sole general partner and of which LAT is the sole limited partner and whichis 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 YBof Louisiana and LAT, as the same may be amended from time to time.

 

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

 

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“***Lead Arrangers***”means Wachovia Capital Markets, LLC, Lehman Brothers Inc. and Merrill Lynch,Pierce, Fenner & Smith Incorporated.

 

“***Leaseholds***”means all of the right, title and interest of the Borrower or any of its Subsidiariesin, to and under any leases, licenses or other agreements granting to theBorrower or any of its Subsidiaries, directly or indirectly, rights to enter,occupy or use any land, improvements and fixtures, including, withoutlimitation, the “Mortgaged Leases” as described in certain of the Mortgages.

 

“***Legal Holiday***”means a Saturday, a Sunday or a day on which banking institutions in New York,New York or Charlotte, North Carolina are not required to be open; provided,however, that, when used in connection with a rate determination,borrowing or payment in respect of a Eurodollar Rate Advance, the term “LegalHoliday” shall also include any day on which banks in London, England are notopen for dealings in dollar deposits in the London interbank market.

 

“***Lender Share***”means, with respect to any Lender, the aggregate outstanding amount of suchLender’s outstanding Term Loans, Term Loan Commitments and Revolving FacilityCommitments (or, if the Revolving Facility Commitments shall have beenterminated, the aggregate outstanding amount of such Lender’s RevolvingAdvances and Letter of Credit Obligations).

 

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

 

“***Letter of Credit Fee***”has the meaning specified in Section 2.05(d).

 

“***Letter of CreditObligations***” means, for any Lender and at any time, the sum of(x) the amounts then owing to such Lender (including in its capacity as theIssuing Bank) under Section 2.12 to reimburse it in respect of amounts drawnunder Letters of Credit and (y) such Lender’s ratable participation in theaggregate amount then available for drawing under all Letters of Credit,calculated in accordance with Section 2.12.

 

“***Letters of Credit***”has the meaning specified in Section 2.09(a).

 

“***Lien***”means, with respect to any asset, any mortgage, deed of trust, lien, pledge,charge, security interest or encumbrance of any kind in respect of such asset,whether or not filed, recorded or otherwise perfected under applicable law(including any conditional sale or other title retention agreement, any leasein the nature thereof, any option or other agreement to sell or give a securityinterest in any asset and any filing of, or agreement to give, any financingstatement under the Uniform Commercial Code (or equivalent statutes) of anyjurisdiction.

 

“***Loan Documents***”means this Agreement, the Notes, the Guaranty Agreement, the CollateralDocuments and all agreements, documents and instruments executed and deliveredin connection with any Letter of Credit, in each case as the same may hereafterbe amended or otherwise modified from time to time.

 

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

 

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

 

“***Material FinancialObligations***” means a principal or face amount of Indebtednessand/or payment obligations in respect of Derivatives Obligations of theBorrower and/or one or more of

 

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its Subsidiaries, arising in one or morerelated or unrelated transactions, exceeding in the aggregate $1,000,000.

 

“***Maturity Date***”means the latest to occur of the Term Loan Maturity Date, the RevolvingFacility Termination Date, any Incremental Term Loan Maturity Date applicableto existing Incremental Term Loans and the date when all Term Loan Borrowings,Revolving Advances and Letter of Credit Obligations shall have terminated orbeen repaid in full.

 

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

 

“***Mortgages***”means the mortgages and deeds of trust listed on Schedule 1.01-1 and any othermortgages, deeds of trust or similar instruments in substantially the form ofExhibit C-1 hereto for a mortgage and Exhibit C-2 hereto for a deed of trustexecuted from time to time pursuant hereto, as the same may be amended orotherwise modified from time to time.

 

“***Multiemployer Plan***”means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to whichthe Borrower or any ERISA Affiliate is making or accruing an obligation to makecontributions, or has within any of the preceding five plan years made oraccrued an obligation to make contributions, including for these purposes anyPerson 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 toTitle IV of ERISA to which the Borrower or any ERISA Affiliate, and at leastone employer other than the Borrower or an ERISA Affiliate, are making or accruingan obligation to make contributions or, in the event that any such plan hasbeen terminated, to which the Borrower or any ERISA Affiliate made or accruedan obligation to make contributions during any of the five plan years precedingthe date of termination of such plan, including for these purposes any Personthat ceased to be an ERISA Affiliate during such five year period.

 

“***NAIC***” meansthe National Association of Insurance Commissioners.

 

“***Net Proceeds***”means, with respect to any Asset Sale by any Person, the aggregate cashproceeds received by such Person and/or its Affiliates in respect of such AssetSale, which amount is equal to the excess, if any, of (i) the cash received bysuch Person and/or its Affiliates (including any cash payments received by wayof deferred payment pursuant to, or monetization of, a note or installment receivableor otherwise, but only as and when received) in connection with such AssetSale, over (ii) the sum of (a) the amount of any Indebtedness that is securedby such asset and which is required to be repaid by such Person in connectionwith such Asset Sale, plus (b) all fees, commissions and other expenses incurredby such Person in connection with such Asset Sale, plus (c) provision fortaxes, including income taxes, attributable to the Asset Sale or attributableto required prepayments or repayments of Indebtedness with the proceeds of suchAsset Sale, plus (d) a reasonable reserve for the after-tax cost of anyindemnification payments (fixed or contingent) attributable to seller’sindemnities to purchaser in respect of such Asset Sale undertaken by theBorrower or any of its Restricted Subsidiaries in connection with such AssetSale plus (e) if such Person is a Restricted Subsidiary, any dividends ordistributions payable to holders of minority interests in such RestrictedSubsidiary from the proceeds of such Asset Sale.

 

“***Notes***”means the Term Loan Notes and the Revolving Notes.

 

“***Notice of Borrowing***”has the meaning specified in Section 2.02(a).

 

“***Notice of Interest RateElection***” has the meaning specified in Section 2.14.

 

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“***Obligations***”means (a) obligations of Borrower and the other Loan Parties from time totime arising under or in respect of the due and punctual payment of(i) the principal of and interest (including interest accruing during thependency of any bankruptcy, insolvency, receivership or other similarproceeding, regardless of whether allowed or allowable in such proceeding) onthe Loans, when and as due, whether at maturity, by acceleration, upon one ormore dates set for prepayment or otherwise, (ii) each payment required tobe made by Borrower and the other Loan Parties under this Agreement in respectof any Letter of Credit, when and as due, including payments in respect ofReimbursement Obligations, interest thereon and obligations to provide cashcollateral and (iii) all other monetary obligations, including fees,costs, expenses and indemnities, whether primary, secondary, direct,contingent, fixed or otherwise (including monetary obligations incurred duringthe pendency of any bankruptcy, insolvency, receivership or other similarproceeding, regardless of whether allowed or allowable in such proceeding), ofBorrower and the other Loan Parties under this Agreement and the other LoanDocuments, and (b) the due and punctual performance of all covenants,agreements, obligations and liabilities of Borrower and the other Loan Partiesunder or pursuant to this Agreement and the other Loan Documents.

 

“***Officer***”means, with respect to any Person, the Chairman, the President, the Treasurer,any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretaryor any Vice-President of such Person.

 

“***Officers’ Certificate***”means a certificate signed by an Officer of the Borrower.

 

“***Old Lenders***”means the Lenders and Agents under the Original Existing Credit Agreement as ineffect immediately before the effectiveness of the Effective Date AssignmentAgreement.

 

“***Operating Cash Flow***”means, with respect to any period, the Consolidated Net Income of the Borrowerand its Restricted Subsidiaries for such period, plus (i) extraordinary netlosses and net losses realized on any sale of assets during such period, to theextent such losses were deducted in computing Consolidated Net Income, plus(ii) provision for taxes based on income or profits, to the extent suchprovision for taxes was included in computing such Consolidated Net Income, andany provision for taxes utilized in computing the net losses under clause (i)hereof, plus (iii) Consolidated Interest Expense of the Borrower and itsRestricted Subsidiaries for such period, plus (iv) depreciation, amortizationand all other non-cash charges, to the extent such depreciation, amortizationand other non-cash charges were deducted in computing such Consolidated NetIncome (including amortization of goodwill and other intangibles, includingFilm Contracts and write-downs of Film Contracts), minus (v) any cash paymentscontractually required to be made with respect to Film Contracts (to the extentnot previously included in computing such Consolidated Net Income).

 

“***Opinion of Counsel***”means a written opinion in form and substance satisfactory to, and from legalcounsel acceptable to, the Administrative Agent (such counsel may be anemployee of or counsel to the Borrower or the Administrative Agent).

 

“***Other Indebtedness***”has the meaning set forth in Section 5.02(e)(i).

 

“***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 dayis not a Domestic Business Day, the next succeeding Domestic Business Day),commencing with the first such date occurring after the Effective Date.

 

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“***PBGC***” meansthe Pension Benefit Guaranty Corporation.

 

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

 

(a)                                  atthe time of such acquisition, no Default is then continuing or would resulttherefrom; and

 

(b)                                 atthe time of such acquisition, the stock of any new Subsidiaries of the Borroweracquired or created in connection therewith or resulting therefrom shall bepledged to the Administrative Agent for its benefit and the benefit of theLenders, each of such new Subsidiaries shall become a Subsidiary Guarantorhereunder and each of such new Subsidiaries shall grant liens and securityinterests in all of its assets to the Administrative Agent for its benefit andthe benefit of the Secured Parties, all as more fully set forth in Section3.05.

 

“***Permitted AcquisitionDeposit***” means a deposit made by the Borrower or any of itsSubsidiaries pursuant to any purchase agreement to which it is or is to be aparty in connection with an acquisition that it proposes to make as a PermittedAcquisition; *provided* that at the time of themaking of such deposit, no Default is then continuing or would resulttherefrom.

 

“***Permitted AcquisitionMortgage***” has the meaning specified in Section 3.03(e)(5).

 

“***Permitted Holders***”means (i) any of Adam Young and Vincent Young; (ii) the spouse, ancestors, siblings,descendants (including children or grandchildren by adoption) of any suchsiblings or the spouse of any of the Persons described in clause (i); (iii) inthe event of the incompetence or death of any of the Persons described inclauses (i) and (ii), such Person’s estate, executor, administrator, committeeor other personal representative, in each case who at any particular date shallbeneficially own or have the right to acquire, directly or indirectly, CapitalStock of the Borrower; (iv) any trusts created for the benefit of the Personsdescribed in clause (i), (ii) or (iii) or any trust for the benefit of any suchtrust; or (v) any Person controlled by any of the Persons described in clause(i), (ii), (iii), or (iv).  For purposesof this definition, “control,” as used with respect to any Person, shall meanthe possession, directly or indirectly, of the power to direct or cause thedirection of the management and policies of such Person, whether throughownership of voting securities or by contract or otherwise.

 

“***Permitted Indebtedness***”has the meaning set forth in Section 5.02(b)(ii).

 

“***Permitted Investments***”means (i) any Investment in the Borrower or any Wholly Owned RestrictedSubsidiary; (ii) any Investments in Cash Equivalents; (iii) any Investment in aPerson (an “Acquired Person”) if, as a result of such Investment, (a) theAcquired Person becomes a Wholly Owned Restricted Subsidiary of the Borrower,or (b) the Acquired Person either (1) is merged, consolidated or amalgamatedwith or into the Borrower or one of its Wholly Owned Restricted Subsidiariesand the Borrower or such Wholly Owned Restricted Subsidiary is the SurvivingPerson, or (2) transfers or conveys substantially all of its assets to, or isliquidated into, the Borrower or one of its Wholly Owned RestrictedSubsidiaries; (iv) Investments in accounts and notes receivable acquired in theordinary course of business; (v) any securities received in connection with anAsset Sale that complies with Section 5.02(d); (vi) Interest Rate AgreementObligations permitted pursuant to Section 5.02(b)(ii); (vii) any

 

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Guarantee issued by any Subsidiary of theBorrower in respect of Indebtedness under the Credit Agreement and anySubsidiary Guarantee; and (viii) any other Investments that do not exceed$15,000,000 in amount in the aggregate at any one time outstanding.

 

“***Permitted Liens***”means (i) Liens on assets or property of the Borrower or any RestrictedSubsidiary that secure Indebtedness of the Borrower or any RestrictedSubsidiary under this Credit Agreement; (ii) Liens securing Indebtedness of aPerson existing at the time that such Person is merged into or consolidatedwith the Borrower or a Restricted Subsidiary; provided that such Liens were inexistence prior to the contemplation of such merger or consolidation and do notextend to any assets other than those of such Person; (iii) Liens on propertyacquired by the Borrower or a Restricted Subsidiary; provided that such Lienswere in existence prior to the contemplation of such acquisition and do notextend to any other property; (iv) Liens arising from Capital Lease Obligationspermitted hereunder; (v) Liens arising from Purchase Money Indebtednesspermitted hereunder; (vi) Liens in respect of Interest Rate AgreementObligations permitted hereunder; (vii) Liens in favor of the Borrower or anyRestricted Subsidiary; (viii) Liens incurred, or pledges and deposits inconnection with, workers’ compensation, unemployment insurance and other socialsecurity benefits, and leases, appeal bonds and other obligations of likenature incurred by the Borrower or any Restricted Subsidiary in the ordinarycourse of business not yet due and payable or being contested in good faith byappropriate proceedings and in each case provided that a reserve of otherappropriate provision, if any, as is required by GAAP shall have been madetherefor; (ix) Liens imposed by law, including, without limitation, mechanics’,carriers’, warehousemen’s, materialmen’s, suppliers’ and vendors’ Liens,incurred by the Borrower or any Restricted Subsidiary in the ordinary course ofbusiness not yet due and payable or being contested in good faith byappropriate proceedings and in each case provided that a reserve of otherappropriate provision, if any, as is required by GAAP shall have been madetherefor; (x) Liens for ad valorem, income or property taxes or assessments andsimilar charges which either are not delinquent or are being contested in goodfaith by appropriate proceedings for which the Borrower has set aside on itsbooks reserves to the extent required by GAAP and (xi) Liens identified as “PriorLiens” on the relevant schedule to each Mortgage.

 

“***Permitted Payments***”has the meaning set forth in Section 5.02(f)(ii).

 

“***Person***”means any individual, corporation, partnership, joint venture, association,joint-stock company, limited liability company, trust, unincorporatedorganization or government or any agency or political subdivision thereof.

 

“***Plan***” meansan employee benefit plan, other than a Multiemployer Plan, (i) which ismaintained for employees of the Borrower or any ERISA Affiliate and subject toTitle IV of ERISA or (ii) which could subject the Borrower or any ERISA Affiliateto liability under Section 4069 of ERISA in the event that such plan has beenor was to be terminated.

 

“***Pledged Instruments***”means all Instruments as defined in the Security Agreement.

 

“***Pledged Securities***”has the meaning specified in the Security Agreement.

 

“***Preferred Stock***”as applied to the Capital Stock of any Person, means Capital Stock of any classor classes (however designated) which is preferred as to the payment ofdividends or distributions, or as to the distribution of assets upon any voluntaryor involuntary liquidation or dissolution of such Person, over Capital Stock ofany other class of such Person.

 

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

 

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“***Pro Forma Basis***”means, at any time, a *pro forma* basisas agreed among the Borrower and the Lead Arrangers at such time.

 

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

 

“***Purchase MoneyIndebtedness***” means Indebtedness of the Borrower and itsRestricted Subsidiaries incurred in connection with the purchase of property orassets for the business of the Borrower and its Restricted Subsidiaries.

 

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

 

“***Qualified Issuer***”means (A) any lender that is a party to this Credit Agreement; and (B) anycommercial bank (i) which has capital and surplus in excess of $100,000,000,and (ii) the outstanding short-term debt securities of which are rated at leastA 2 by Standard & Poor’s Corporation or at least P-2 by Moody’s InvestorsService, Inc., or carry an equivalent rating by nationally recognized ratingagency if both the two named rating agencies cease publishing ratings ofinvestments.

 

“***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” or “Land” described in each of theMortgages.

 

“***Refinancing***”has the meaning set forth in the recitals hereto.

 

“***Refinancing Indebtedness***”has the meaning set forth in Section 5.02(b)(ii)(H).

 

“***Register***” hasthe meaning specified in Section 8.07(f).

 

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

 

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

 

“***Related Documents***”means any documents or instruments governing Subordinated Indebtedness orSenior Debt and, in each case, all amendments thereto.

 

“***Request for Issuance***”has the meaning specified in Section 2.09(b).

 

“***Required Filing Dates***”has the meaning set forth in Section 5.01(j).

 

“***Restricted Investment***”means an Investment other than a Permitted Investment.

 

“***Restricted Payment***”means (i) any dividend or other distribution declared or paid on any CapitalStock of the Borrower or any of its Restricted Subsidiaries (other thandividends or distributions payable solely in Capital Stock (other than DisqualifiedStock) of the Borrower or such Restricted Subsidiary or dividends ordistributions payable to the Borrower or any Wholly Owned Restricted

 

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Subsidiary); (ii) any payment to purchase,redeem or otherwise acquire or retire for value any Capital Stock of the Borroweror any Restricted Subsidiary or other Affiliate of the Borrower (other than anyCapital Stock owned by the Borrower or any Wholly Owned Restricted Subsidiary);(iii) any payment to purchase, redeem, defease or otherwise acquire or retirefor value any Indebtedness that is subordinated in right of payment to theObligations other than (A) any payment to purchase, redeem, defease orotherwise acquire or retire the Existing Subordinated Notes in accordance withthe Existing Subordinated Notes Indentures in connection with an excess assetsale proceeds offer after complying with Section 5.02(d) and (B) a purchase,redemption, defeasance or other acquisition or retirement for value that ispaid for with the proceeds of Refinancing Indebtedness that is permitted underSection 5.02(b)(ii)(H); or (iv) any Restricted Investment.

 

“***Restricted Subsidiary***”means each direct or indirect Subsidiary of the Borrower other than anUnrestricted Subsidiary.

 

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

 

“***Revolving FacilityBorrowing***” means a borrowing consisting of Revolving Advancesmade or Converted on the same day by the Lenders having Revolving FacilityCommitments.

 

“***Revolving FacilityCommitment***” means, with respect to each Lender, the amount setforth opposite such Lender’s name on Appendix I hereto under the caption “RevolvingFacility Commitment,” in each case as such amount may be reduced or terminatedpursuant to Section 2.06, 2.07, 2.08(a) or 6.01; *provided*that if at any time a Lender shall have entered into one or more Assignment andAssumption Agreements, such Lender’s Revolving Facility Commitment thereaftershall be the amount set forth for such Lender as its Revolving FacilityCommitment in the Register maintained by the Administrative Agent pursuant toSection 8.07(f), as such amount may be reduced or terminated pursuant to Section2.06, 2.07, 2.08(a) or 6.01.

 

“***Revolving FacilityPercentage***” means, with respect to each Lender at any time, thepercentage that its Revolving Facility Commitment represents of the aggregateamount 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 RevolvingFacility Termination Date.

 

“***Revolving FacilityTermination Date***” means the earliest of (i) May 3, 2010 and (ii)the date of termination in whole of the Revolving Facility Commitments pursuantto Section 2.07 or 6.01.

 

“***Revolving Lender***”means a Lender with a Revolving Commitment.

 

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

 

“***Secured Obligations***”shall mean (a) the Obligations, (b) the due and punctual payment andperformance of all obligations of the Borrower and the other Loan Parties undereach hedging agreement entered into with any counterparty that is a SecuredParty and (c) the due and punctual payment and performance of all obligationsin respect of overdrafts and related liabilities owed to any Lender, anyAffiliate of a Lender, the Administrative Agent or the Collateral Agent arisingfrom treasury, depositary and cash management services or in connection withany automated clearinghouse transfer of funds.

 

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“***Secured Parties***”shall mean, collectively, the Administrative Agent, the Collateral Agent, eachother Agent, the Lenders and each party to a hedging agreement if at the dateof entering into such hedging agreement such person was a Lender or anAffiliate of a Lender and such person executes and delivers to theAdministrative Agent a letter agreement in form and substance acceptable to theAdministrative Agent pursuant to which such person (i) appoints theCollateral Agent as its agent under the applicable Loan Documents and(ii) agrees to be bound by the provisions of Sections 8.04, and shallinclude, without limitation, the Affiliate of a Lender party to the hedgingagreement identified on Schedule 1.01-2 hereto provided such Affiliate of aLender delivers a letter to the effect of clauses (i) and (ii) above.

 

“***Security Agreement***”means the Security Agreement dated as the date hereof among the Borrower, theSubsidiary Guarantors and the Collateral Agent, as the same has been or may beamended or otherwise modified from time to time.

 

“***Senior Debt***”means, as of any date, the aggregate unpaid principal amount on such date ofall Debt of the Borrower and its Subsidiaries other than the SubordinatedIndebtedness.

 

“***Solvency Certificate***”has the meaning specified in Section 3.02(i)(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 amountof 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, securedor unsecured) of such Person, (ii) the present fair salable value of the assetsof such Person is not less than the amount that will be required to pay the probableliability of such Person on its existing debts as they become absolute andmatured, (iii) such Person is able to realize upon its assets and pay its debtsand other liabilities, contingent obligations and other commitments as theymature 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 suchPerson’s ability to pay as such debts and liabilities mature and (v) suchPerson is not engaged in business or a transaction, and is not about to engagein business or a transaction, for which such Person’s property would constituteunreasonably small capital after giving due consideration to the prevailingpractice in each respective industry in which such person is engaged.

 

“***SPC***” meansa special purpose corporation that (i) is organized under the laws of theUnited States or any state thereof, (ii) is engaged in making, purchasing or otherwiseinvesting 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 orthe equivalent thereof by S&P or at least P-1 or the equivalent thereof byMoody’s.

 

“***Standard & Poor’s***”means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

 

“***Subordinated Indebtedness***”means any Indebtedness of the Borrower or a Subsidiary Guarantor that is subordinatedor junior in right of payment to the Obligations or the Subsidiary Guarantees,as the case may be.

 

“***Subsidiary***”of any Person means (i) any corporation of which more than 50% of theoutstanding capital stock having ordinary voting power to elect a majority ofthe Board of Directors of such corporation (irrespective of whether or not atthe time capital stock of any other class or classes of such corporation shallor might have voting power upon the occurrence of any contingency) is at thetime directly or indirectly owned by such Person, by such Person and one ormore other Subsidiaries, or by one

 

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or more other Subsidiaries and (ii) anypartnership, joint venture, limited liability company or similar entity ofwhich the Borrower or any Subsidiary is, directly or indirectly, a generalpartner or of which the Borrower or any Subsidiary has the right, directly orindirectly, by law, contract or otherwise, to control or to manage the businessand affairs, including without limitation the KLFY Partnership, the WKRN Partnershipand the WATE Partnership; provided that no Tower Affiliate shall be deemed tobe a Subsidiary of the Borrower or of any of its Subsidiaries.

 

“***Subsidiary Guarantees***”means the Initial Guarantees and any Additional Guarantees.

 

“***Subsidiary Guarantors***”means the Initial Subsidiary Guarantors and any Additional SubsidiaryGuarantors.

 

“***Surviving Person***”means, with respect to any Person involved in or that makes any Disposition,the Person formed by or surviving such Disposition or the Person to which suchDisposition is made.

 

“***Syndication Agents***”means Lehman Commercial Paper Inc. and Merrill Lynch, Pierce, Fenner &Smith Incorporated, in their respective capacities as Syndication Agents for theLenders hereunder, and their respective successors in such capacities.

 

“***Television Stations***”means the television stations presently known as WKRN-TV, Nashville, Tennessee,WTEN-TV, Albany, New York, WLNS-TV, Lansing, Michigan, KLFY-TV, Lafayette, Louisiana,WRIC-TV, Richmond, Virginia, WATE-TV, Knoxville, Tennessee, WBAY-TV, Green Bay,Wisconsin, KWQC-TV, Davenport, Iowa, KELO-TV, Sioux Falls, South Dakota,KRON-TV, San Francisco, California, and the satellite stations presently knownas WCDC-TV, Adams, Massachusetts, KCLO-TV, Rapid City, South Dakota, KDLO-TV,Florence, South Dakota and KPLO-TV, Reliance, South Dakota.

 

“***Tender Offer***”has the meaning set forth in the recitals hereto.

 

“***Term Lender***”means a Lender with a Term Loan Commitment or an outstanding Term Loan.

 

“***Term Loan***”shall mean the term loans made by the Term Lenders to the Borrower pursuant toSection 2.01(a) or pursuant to an Increase Joinder.

 

“***Term Loan Borrowing***”means a borrowing consisting of Term Loans made or Converted on the same day bythe Lenders having Term Loan Commitments.

 

“***Term Loan Commitment***”means, with respect to each Lender, the amount set forth opposite such Lender’sname on Appendix I hereto under the caption “Term Loan Commitment.”

 

“***Term Loan Maturity Date***”means November 3, 2012.

 

“***Term Loan Note***”means a promissory note issued by the Borrower payable to the order of aLender, in substantially the form of Exhibit A-2, evidencing the indebtednessof the Borrower to such Lender in respect of the Term Loan made by such Lender.

 

“***Term Loan Percentage***”means, with respect to each Lender at any time, the percentage that its TermLoans represents of the aggregate amount of the Term Loans of all Lenders atsuch time.

 

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“***Termination Event***”means (i) a “reportable event”, as such term is described in Section 4043 ofERISA (other than a “reportable event” as to which the 30-day noticerequirement has been waived by the PBGC), or an event described in Section4068(a) of ERISA, or (ii) the withdrawal of the Borrower or any ERISA Affiliatefrom a Multiple Employer Plan during a plan year in which it was a “substantialemployer”, as such term is defined in Section 4001(a)(2) of ERISA, or theincurrence of liability by the Borrower or any ERISA Affiliate under Section4064 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 Section4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan bythe PBGC under Section 4042 or ERISA, or (v) any other event or condition whichmight constitute grounds under Section 4042 of ERISA for the termination of, orthe appointment of a trustee to administer, any Plan.

 

“***Tower Affiliate***”means (i) the Quad Cities Joint Venture, (ii) CTSI and (iii) any other Person(A) of which the Borrower or any Subsidiary Guarantor owns or shall acquire anownership interest and (B) of which the sole activity is the ownership andoperation of a transmission tower or towers.

 

“***Transactions***”means the Tender Offer and Refinancing, the execution, delivery and performanceof the Loan Documents and the initial borrowings thereunder and the payment ofall fees and expenses to be paid on or prior to the Effective Date and owing inconnection with the foregoing.

 

“***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 Subsidiariesof the Borrower named therein as the Initial Subsidiary Guarantors, as guarantorsthereunder, and First Union National Bank, as trustee.

 

“***2001 Senior Notes***”means the Borrower’s 8 1/2% Senior Notes due 2008.

 

“***2001 Subordinated NoteDocuments***” means the 2001 Subordinated Notes and the Indenturedated as of March 1, 2001, as supplemented, among the Borrower, as issuer, eachof the Subsidiaries of the Borrower named therein as the Initial SubsidiaryGuarantors, as guarantors thereunder, and First Union National Bank, as trustee.

 

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

 

“***Type***” hasthe meaning specified in the definition of the term “Advance” contained in thisArticle 1.

 

“***Unrestricted Subsidiary***”means any Subsidiary of the Borrower designated as an Unrestricted Subsidiaryby the Board of Directors of the Borrower; provided that (i) if such Subsidiaryis formed or created by the Borrower, such Subsidiary (a) is designated as anUnrestricted Subsidiary prior to such formation or creation, (b) has totalassets at the time of such formation or creation with a fair market value notexceeding $1,000, and (c) does not own any Capital Stock of the Borrower or anyRestricted Subsidiary, (ii) if such Subsidiary is acquired by the Borrower,such Subsidiary is designated as an Unrestricted Subsidiary prior to the consummationof such acquisition, (iii) no portion of any Indebtedness or any otherobligation (contingent or otherwise) of such Subsidiary (a) is guaranteed by,or is otherwise the subject of credit support provided by the Borrower or anyof its Restricted Subsidiaries (b) is recourse to or obligates the Borrower orany of its Restricted Subsidiaries in any way, or (c) subjects any property orasset of the Borrower or any of its Restricted Subsidiaries directly orindirectly, contingently or otherwise, to the satisfaction of such Indebtednessor other obligation, (iv) neither the Borrower nor any of its RestrictedSubsidiaries has any contract, agreement, arrangement or understanding withsuch Subsidiary

 

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other than on terms asfavorable to the Borrower or such Restricted Subsidiary as those that might beobtained at the time from Persons that are not Affiliates of the Borrower, and(v) neither the Borrower nor any of its Restricted Subsidiaries has anyobligation (a) to subscribe for additional shares of Capital Stock of suchSubsidiary, or (b) to maintain or preserve such Subsidiary’s financial conditionor to cause such Subsidiary to achieve certain levels of operatingresults.  Any such designation by theBorrower’s Board of Directors shall be evidenced to the Administrative Agent byfiling with the Administrative Agent a certified copy of the resolution of theBorrower’s Board of Directors giving effect to such designation and acertificate stating that such designation complies with the foregoingconditions.  Notwithstanding theforegoing or any other provision of this Credit Agreement to the contrary, noassets of the Television Stations may be held at any time by any UnrestrictedSubsidiary, other than assets transferred to Unrestricted Subsidiaries that inthe aggregate are not material to such broadcasting operations.  In the event of any Disposition involving theBorrower in which the Borrower is not the Surviving Person, the Board ofDirectors of the Surviving Person may (x) prior to such Disposition, designateany of its Subsidiaries, and any of the Borrower’s Subsidiaries being acquiredpursuant to such Disposition that are not Restricted Subsidiaries, asUnrestricted Subsidiaries, and (y) after such Disposition, designate any of itsdirect or indirect Subsidiaries as an Unrestricted Subsidiary under the sameconditions and in the same manner as the Borrower under the terms of thisCredit Agreement.

 

“***Voting Stock***” of a Personmeans Capital Stock of such Person of the class or classes pursuant to whichthe holders thereof have the general voting power under ordinary circumstancesto elect the board of directors, managers or trustees of such Person(irrespective of whether or not at the time stock of any other class or classesshall have or might have voting power by reason of the happening of anycontingency).

 

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

 

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

 

“***Weighted Average Life toMaturity***” means, when applied to any Indebtedness at any date,the number of years obtained by dividing (i) the sum of the products obtainedby multiplying (a) the amount of each then remaining installment, sinking fund,serial maturity or other required scheduled payment of principal, includingpayment at final maturity, in respect thereof, with (b) the number of years(calculated to the nearest one-twelfth) that will elapse between such date andthe making of such payment, by (ii) the then outstanding aggregate principalamount of such Indebtedness.

 

“***Wholly Owned RestrictedSubsidiary***” means any Restricted Subsidiary with respect towhich all of the outstanding voting securities (other than directors’ qualifyingshares) of which are owned, directly or indirectly, by the Borrower or aSurviving Person of any Disposition involving the Borrower, as the case may be.

 

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

 

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

 

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“***WKRN Partnership Agreement***”means the Agreement of Partnership of WKRN, G.P.  dated as of December 29, 1989 by and among YBof 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.

 

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

 

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

 

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

 

“***YB of Nashville LLC***”means Young Broadcasting of Nashville, LLC, a Delaware limited liabilitycompany.

 

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

 

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

 

SECTION 1.02                    Computation of Time Periods.  In this Agreement in the computation ofperiods 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 butexcluding”.

 

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

 

SECTION 1.04                    Effect on Original ExistingCredit Agreement and Other Loan Documents. Upon the execution and delivery by the parties hereto of this Agreement,(i) this Agreement shall amend, restate, replace and supersede the OriginalExisting Credit Agreement, (ii) all Obligations under the Original ExistingCredit Agreement and the other Loan Documents (other than the originalcollateral documents which are superceded by the Collateral Documents asdefined herein) shall continue to be outstanding except as expressly modifiedby this Agreement and shall be governed in all respects by this Agreement, itbeing agreed and understood that this Agreement does not constitute a novation,

 

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satisfaction, payment orreborrowing of any Obligation under the Original Existing Credit Agreement orany other Loan Document (other than the original collateral documents which aresuperceded by the Collateral Documents as defined herein) except as expresslymodified by the Agreement, nor does it operate as a waiver of any right, poweror remedy of any Lender under any Loan Document (other than the OriginalExisting Credit Agreement and other than the original collateral documentswhich are superceded by the Collateral Documents as defined herein) and (iii)all references to the Original Existing Credit Agreement in any Loan Documentor other document or instrument delivered in connection therewith shall bedeemed to refer to this Agreement and the provisions hereof.

 

# ARTICLE 2

#  

# AMOUNTS AND TERMS OF COMMITMENTS AND ADVANCES

#  

SECTION 2.01                    The Commitments and Advances.

 

### (a)                                  *Term Loans*.  Each TermLender severally agrees to lend to Borrower on the Effective Date in accordancewith this Section 2.01(a), an amount not exceeding its Term Loan Commitment, tobe used for the purposes described in this Section 2.01(a) and in Section 2.19.  The Borrower may make one borrowing of TermLoans on the Effective Date in an amount not to exceed the Term Loan Commitmentson such date.  Any remaining unutilizedamount of the Term Loan Commitments shall thereafter cease to beavailable.  Amounts borrowed under thisSection 2.01(a) and subsequently repaid or prepaid may not be reborrowed.

###  

### (b)                                 *The Revolving Advances*. Each Lender severally agrees, on the terms and conditions set forthherein, to make one or more advances (each such advance, a “***Revolving Advance***”) to the Borrowerfrom time to time during the Revolving Facility Period pursuant to this Section2.01(b); *provided* that immediately after eachRevolving Advance, the sum of the aggregate outstanding principal amount of allRevolving Advances for such Lender and all Letter of Credit Obligations forsuch Lender does not exceed at any time such Lender’s Revolving FacilityCommitment.  Each Revolving FacilityBorrowing shall be in an aggregate amount not less than $1,000,000 or anintegral multiple of $100,000 in excess thereof and shall consist of RevolvingAdvances of the same Type made or Converted on the same day by the Lendersratably according to their respective Revolving Facility Commitments.  Within the foregoing limits, the Borrower mayborrow under this Section 2.01(b), and repay or, to the extent permitted bySection 2.08, 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.

 

### (a)                                  TheBorrower shall give the Administrative Agent notice (a “***Noticeof Borrowing***”), in substantially the form of Exhibit F, of (i)each Borrowing to be made on the Effective Date no later than the DomesticBusiness Day prior to the Effective Date and (ii) each Borrowing thereafter notlater than 10:00 A.M.  (New York Citytime) on the third Eurodollar Business Day before each Eurodollar Rate Advanceand the Domestic Business Day before each Base Rate Advance, specifying:

###  

##### (1)                                  thedate of such Borrowing, which shall be a Domestic Business Day in the case of aBase Rate Advance or a Eurodollar Business Day in the case of a Eurodollar RateAdvance,

#####  

##### (2)                                  theaggregate amount of such Borrowing, and

#####  

##### 23

##### 

#####  

##### (3)                                  inthe case of a Eurodollar Rate Borrowing, the duration of the initial InterestPeriod applicable thereto, subject to the provisions of the definition ofInterest Period.

#####  

### (b)                                 Uponreceipt of a Notice of Borrowing, the Administrative Agent shall promptly notifyeach Lender of the contents thereof and of such Lender’s share of suchBorrowing, if any, and such Notice of Borrowing shall not thereafter berevocable by the Borrower.

###  

### (c)                                  Notlater than Noon (New York City time) on the date of each Borrowing, each Lenderwith a Revolving Facility Commitment shall make available its share of suchBorrowing, in Federal or other funds immediately available in New York City, tothe Administrative Agent at its address specified in or pursuant to Section8.02.  Unless the Administrative Agentdetermines that any applicable condition specified in Article 3 has not beensatisfied, the Administrative Agent will make the funds so received from theLenders available to the Borrower at the Administrative Agent’s aforesaidaddress.

###  

### (d)                                 Unlessthe Administrative Agent shall have received notice from a Lender prior to thedate of any Borrowing that such Lender will not make available to theAdministrative Agent such Lender’s share of such Borrowing, the AdministrativeAgent may assume that such Lender has made such share available to theAdministrative Agent on the date of such Borrowing in accordance with subsection(c) of this Section 2.02 and the Administrative Agent may, in reliance uponsuch assumption, make available to the Borrower on such date a correspondingamount.  If and to the extent that suchLender shall not have so made such share available to the Administrative Agent,such Lender and the Borrower severally agree to repay to the AdministrativeAgent forthwith on demand such corresponding amount together with interestthereon, for each day from the date such amount is made available to the Borroweruntil the date such amount is repaid to the Administrative Agent, at (i) in thecase of the Borrower, a rate *per annum* equalto the higher of the Federal Funds Rate and the interest rate applicablethereto pursuant to Section 2.04 and (ii) in the case of such Lender, theFederal Funds Rate.  If such Lender shallrepay to the Administrative Agent such corresponding amount, such amount sorepaid shall constitute such Lender’s Advance included in such Borrowing forpurposes of this Agreement.  Nothing hereinshall affect any rights that the Borrower may have against such defaultingLender.

###  

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

###  

### (f)                                    Unlessconsented to by the Lead Arrangers in their sole discretion, no Eurodollar RateAdvances may be elected on the Effective Date or prior to the date 10 daysthereafter (or, if earlier, the completion of the primary syndication of theCommitments and Advances hereunder as determined by the Lead Arrangers.

###  

SECTION 2.03                    Notes.

 

### (a)                                  TheTerm Loan Borrowings and Revolving Advances of each Lender shall be evidencedby a Term Loan Note or Revolving Note payable to the order of such Lender forthe account of its Applicable Lending Office in an amount equal to theaggregate unpaid principal amount of such Lender’s Term Loans or RevolvingAdvances.

###  

### (b)                                 Uponreceipt of each Lender’s Notes from the Borrower pursuant to Section 3.02, theAdministrative Agent shall mail such Notes to such Lender.  Each Lender shall record the date, amount andmaturity of each Advance made by it and the date and amount of each payment ofprincipal

###  

### 24

### 

###  

### made by the Borrower with respect thereto, and prior to any transfer ofits Note shall endorse on the schedule forming a part thereof appropriatenotations to evidence the foregoing information with respect to each suchAdvance then outstanding; *provided* thatthe failure of any Lender to make any such recordation or endorsement, or any errorin such recordation or endorsement, shall not affect the obligations of theBorrower hereunder or under the Notes. Each Lender is hereby irrevocably authorized by the Borrower so toendorse its Note and to attach to and make a part of its Note a continuation ofany such schedule as and when required.

###  

SECTION 2.04                    Interest Rates.

 

### (a)                                  EachBase Rate Advance shall bear interest on the outstanding principal amountthereof, 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) theapplicable Base Rate Margin plus (ii) the Base Rate for such day.  Except as provided in Section 2.04(f), suchinterest shall be payable in arrears on each Payment Date and, with respect tothe principal amount of any Base Rate Advance converted to a Eurodollar RateAdvance, on the date when such Base Rate Advance is so converted.

###  

### (b)                                 EachEurodollar Rate Advance shall bear interest on the outstanding principal amountthereof, for each day from and after the Effective Date during the InterestPeriod applicable thereto, at a rate *per annum* equalto the sum of (i) the applicable Eurodollar Margin plus (ii) the applicableAdjusted London Interbank Offered Rate. Except as otherwise provided in Section 2.04(e), such interest shall bepayable for each Interest Period on the last day thereof and, if such InterestPeriod is longer than three months, at intervals of three months after thefirst day thereof.

###  

The “***Adjusted London InterbankOffered 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 applicableLondon Interbank Offered Rate by (ii) 1.00 minus the Eurodollar ReservePercentage.

 

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

 

“***Eurodollar ReservePercentage***” means for any day that percentage (expressed as adecimal) which is in effect on such day, as prescribed by the Board ofGovernors of the Federal Reserve System (or any successor) for determining themaximum reserve requirement for a member bank of the Federal Reserve System inNew York City with deposits exceeding five billion dollars in respect of “Eurocurrencyliabilities” (or in respect of any other category of liabilities which includesdeposits by reference to which the interest rate on Eurodollar Rate Advances isdetermined or any category of extensions of credit or other assets whichincludes loans by a non-United States office of any Lender to United Statesresidents).  The Adjusted LondonInterbank Offered Rate shall be adjusted automatically on and as of theeffective date of any change in the Eurodollar Reserve Percentage.

 

### (c)                                  TheAdministrative Agent shall determine each interest rate applicable to theAdvances hereunder.  The AdministrativeAgent shall give prompt notice to the Borrower and the Lenders of each rate ofinterest so determined, and its determination thereof shall be conclusive inthe absence of manifest error.

###  

### 25

### 

###  

### (d)                                 EachEurodollar Reference Bank agrees to use its best efforts to furnish quotationsto the Administrative Agent as contemplated hereby.  If any Eurodollar Reference Bank does notfurnish a timely quotation, the Administrative Agent shall determine therelevant interest rate on the basis of the quotation or quotations furnished bythe remaining Eurodollar Reference Bank or Banks or, if none of such quotationsis available on a timely basis, the provisions of Section 2.15 shall apply.

###  

### (e)                                  Anyoverdue interest on any Advance shall bear interest, payable on demand, foreach day until paid at a rate *per annum* equalto the rate of interest borne by such Advance for such day.

###  

### (f)                                    Duringan Event of Default set forth in Section 6.01(a) or (f), all Obligations shall,to the extent permitted by applicable law, bear interest, after as well asbefore judgment, at a *per annum* rateequal to 2% *plus* the rate otherwise applicable tosuch Advance as provided in the preceding paragraphs of this Section 2.04.

###  

SECTION 2.05                    Fees.

 

### (a)                                  *Financing Fees*.  Onthe Effective Date the Borrower shall pay as previously agreed among them, (x)to the Administrative Agent, for the account of the Lead Arrangers, financingfees in the amounts previously agreed among the Borrower and the LeadArrangers, (y) to the Administrative Agent, for the account of the LeadArrangers, all other accrued fees and expenses of the Administrative Agent, theSyndication Agents, the Lead Arrangers and the Lenders and (z) to Cahill Gordon& Reindel LLP, for its ownaccount all reasonable fees and expenses of Cahill Gordon & Reindel LLP in connection with thepreparation, execution and delivery of this Agreement, the other Loan Documentsand the consummation of the transactions contemplated hereby and thereby, ineach case for which the Borrower has received a statement at least fiveBusiness Days before the Effective Date.  In addition, thereafter the Borrower shall pay all additional reasonablefees and expenses of Cahill Gordon & Reindel LLP in connection with the preparation, execution and deliveryof this Agreement, the other Loan Documents and the consummation of thetransactions contemplated hereby and thereby, within five days of receipt of astatement therefor.

###  

### (b)                                 *Administrative and Underwriting Fees*.  The Borrower shall pay the fees set forth inthe Commitment Letter dated as of April 8, 2005 between the Borrower and theLead Arrangers at the times and as set forth therein.

###  

### (c)                                  *Commitment Fees*.  TheBorrower shall pay to the Administrative Agent, for the account of the Lendersratably in proportion to their respective Revolving Facility Commitments oneach day, a commitment fee for each day on the amount by which the aggregateamount of the Revolving Facility Commitments exceeds the sum of the aggregateoutstanding principal amount of the Revolving Advances and the aggregate amountof Letter of Credit Obligations on such day, at the rate of 0.50% *per annum*.  Suchcommitment fee shall accrue from the Effective Date to but not including theRevolving Facility Termination Date and shall be payable quarterly in arrearson each Payment Date.

###  

### (d)                                 *Letter of Credit Fees*. The Borrower shall pay (i) to the Administrative Agent, for the accountof the Lenders with Revolving Facility Commitments, a *per annum*Letter of Credit fee equal to the Eurodollar Margin, in effect from time totime (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 Feeshall be calculated on the amount available for drawing under any Letter ofCredit from time to time and shall be payable in arrears on each Payment Dateand on the Revolving Facility Termination Date for so long as any Letter ofCredit is outstanding.  The Borrowershall also pay to the Issuing Bank issuance, payment, amendment and extensioncharges in the amounts and at the times as agreed between the Borrower and theIssuing Bank.

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SECTION 2.06                    Optional Termination orReduction of Commitments.  TheBorrower may, upon at least three Domestic Business Days’ notice to theAdministrative Agent, (i) terminate the Revolving Facility Commitments if noRevolving Advances or Letter of Credit Obligations are outstanding at such timeor (ii) ratably reduce from time to time, by an aggregate amount of $500,000 orany larger multiple of $100,000, the aggregate amount of the Revolving FacilityCommitments in excess of the aggregate outstanding principal amount of theRevolving Advances and Letter of Credit Obligations.

 

SECTION 2.07                    Mandatory Termination ofCommitments and Repayment of Advances; Offers to Repay.

 

### (a)                                  TheTerm Loan Commitments shall expire at 5:00 pm on the Effective Date.

###  

### (b)                                 TheRevolving Facility Commitments shall terminate on the Revolving FacilityTermination Date, and any Revolving Facility Advances then outstanding(together with accrued interest thereon) shall be due and payable on such date.

###  

### (c)                                  Inthe event that the aggregate amount of the Revolving Facility Commitments isreduced to an amount less than the aggregate amount of Letter of CreditObligations at such time in respect of all Letters of Credit, the Borrowerhereby agrees that it shall forthwith, without any demand or taking of anyother action by the Majority Lenders or the Administrative Agent, pay to theAdministrative Agent an amount in immediately available funds equal to thedifference to be held as security for the Letter of Credit Obligations for thebenefit of all Lenders pursuant to arrangements satisfactory to the Agent andthe Lenders.

###  

### (d)                                 (i)  Within 360 days after any Asset Sale, theBorrower may elect to apply the Net Proceeds from such Asset Sale to make aninvestment in, or acquire assets directly related to, the televisionbroadcasting business, which investments or acquired assets shall be pledged tothe Collateral Agent for its benefit and for the benefit of the other SecuredParties in accordance with the Security Agreement.  Pending the final application of any such NetProceeds, the Borrower may temporarily reduce Revolving Advances.  Any Net Proceeds from an Asset Sale notapplied or invested as provided in the first sentence of this paragraph within360 days of such Asset Sale will be deemed to constitute “***ExcessProceeds***.”

###  

#### (ii)                                  Assoon as practical, but in no event later than 10 Business Days after any date(an “***Asset Sale Offer Trigger Date***”*)*that the aggregate amount of Excess Proceeds exceeds$5,000,000, the Borrower shall offer to repay the maximum principal amount ofAdvances and other Indebtedness of the Borrower that ranks *pari passu*inright of payment with the Advances (to the extent required by the instrumentgoverning such other Indebtedness) that may be repaid out of the ExcessProceeds (an “***Asset Sale Offer***”).  Any Advances and other Indebtedness to berepaid pursuant to an Asset Sale Offer shall be used to repay the Loans inaccordance with Section 2.07(g).  To theextent that any Excess Proceeds remain after completion of an Asset Sale Offer,the Borrower may use the remaining amount for general corporate purposes,including for the redemption, repurchase, retirement or other acquisition ofthe Existing Subordinated Notes in accordance with the Existing SubordinatedNotes Indentures.

####  

### (e)                                  TheBorrower shall make quarterly principal payments on the Term Loans in an amountequal to 0.25% of the initial aggregate amount of Term Loans borrowed aftergiving effect to both drawings (if more than one) under Section 2.01(a),payable on the last Business Day of each quarter, commencing on September 30,2005.  Any remaining amount of Term Loansand all other amounts owed hereunder with respect to the Term Loans shall bepaid in full no later than the Term Loan Maturity Date, and the final installmentpayable by Borrower in respect of the Term Loans on such date shall be in an

###  

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### 

###  

### amount, if such amount is different from that specified above,sufficient to repay all amounts owing by Borrower under this Agreement with respectto the Term Loans.

###  

### (f)                                    Ifthe Borrower or any of its Subsidiaries receive proceeds from insurance orcondemnation recoveries, 100% of the net proceeds thereof shall be applied immediatelyafter receipt thereof toward the prepayment of the Loans in accordance with Section 2.07(g)below;  provided that (x) such netproceeds shall not be required to be so applied to the extent that the Borrowerhas delivered an Officers’ Certificate to the Administrative Agent promptlyfollowing the receipt of such net proceeds stating that such proceeds shall beused to (1) repair, replace or restore any property in respect of whichsuch net proceeds were paid or (2) fund the substitution of other propertyused or usable in the business of the Borrower or the Subsidiaries, in eachcase within 360 days following the date of the receipt of such net proceedsand (y) if all or any portion of such net proceeds not required to be appliedto the prepayment of the Loans pursuant to clause (x) are not so used  (or committed pursuant to a binding contractto be used) within 360 days after the date of the receipt, such remainingportion shall be applied immediately to the prepayment of the Loans in accordancewith Section 2.07(g); provided, further, that any replacement propertyor assets purchased with the net proceeds thereof pursuant to this subsectionshall be mortgaged or pledged, as the case may be, to the Collateral Agent, forits benefit and for the benefit of the other Secured Parties in accordance withthe Security Agreement.

###  

### (g)                                 Anyprepayments of Loans pursuant to this Section 2.07 shall be made: *first*, to prepay Term Loans (applied tothe remaining scheduled installments of principal of the Term Loans in theinverse order of maturity); *second*,to prepay outstanding reimbursement obligations with respect to Letters ofCredit, and *third*to prepay the Revolving Loans tothe full extent thereof (without reduction of Commitments).

###  

SECTION 2.08                    Optional Prepayments.

 

### (a)                                  *Optional Prepayments*. The Borrower may, upon notice to the Administrative Agent in accordancewith Section 2.08(b), (i) prepay any Term Loans on any Business Day in whole orin part in an aggregate minimum amount of $1,000,000 and integral multiples of$500,000 in excess of that amount or (ii) prepay any Revolving Advance in wholeat any time, or from time to time in part, in amounts aggregating $100,000 orany larger multiple thereof, by paying the principal amount to be prepaid togetherwith accrued interest thereon to the date of prepayment and all amounts thenowing under Section 2.12 in respect of such prepayment.  Each such optional prepayment in respect ofTerm Loans shall be applied to prepay ratably the Term Loans of the severalTerm Loan Lenders and each such optional prepayment in respect of RevolvingAdvances shall be applied to prepay ratably the Revolving Advances of theseveral Revolving Lenders.

###  

### (b)                                 *Notice of Prepayment*. In the case of any optional prepayment pursuant to this Section 2.08,the Borrower shall give the Administrative Agent prior notice, of one DomesticBusiness Day in the case of the prepayment of Base Rate Advances and of threeDomestic Business Days in the case of the prepayment of Eurodollar Rate Advances,stating the proposed date and aggregate principal amount of suchprepayment.  Upon receipt of a notice ofprepayment pursuant to this Section 2.08, the Administrative Agent shallpromptly notify each Lender of the contents thereof and of such Lender’sratable share of such prepayment and such notice shall not thereafter berevocable by the Borrower.

###  

SECTION 2.09                    Letters of Credit.

 

### (a)                                  Subjectto the terms and conditions hereof, the Issuing Bank agrees to issue trade orstandby letters of credit hereunder from time to time before the 30th daybefore the Revolving Facility Termination Date upon the request of the Borrower(the “***Letters of Credit***”); *provided* that, immediately

###  

### 28

### 

###  

### after each Letter of Credit is issued, (i) the aggregate amount of theLetter of Credit Obligations shall not exceed the lesser of $5,000,000 and theaggregate amount of all Revolving Facility Commitments and (ii) the aggregateamount of the Letter of Credit Obligations plus the aggregate outstandingamount of all Revolving Advances shall not exceed the aggregate amount of theRevolving Facility Commitments of all Revolving Lenders.  Promptly after issuing or amending a standbyLetter of Credit, the Issuing Bank shall notify the Borrower and the AdministrativeAgent, in writing, of such issuance or amendment and such notice shall beaccompanied by a copy of such issuance or amendment.  Upon receipt of such notice, theAdministrative Agent shall promptly notify each Revolving Lender, in writing,of such issuance or amendment and if requested by any Revolving Lender theAdministrative Agent shall provide such Revolving Lender with copies of suchissuance or amendment.  With respect totrade Letters of Credit, the Issuing Bank shall on the first Business Day ofeach calendar week provide the Administrative Agent, by facsimile, with areport detailing the daily aggregate outstanding for the previous week.  All Letters of Credit will be denominated inU.S. Dollars and will be issued on a sight basis only.

###  

### (b)                                 TheBorrower shall give the Issuing Bank and the Administrative Agent writtennotice, in the form of Exhibit G, at least two Domestic Business Days, or suchshorter 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 suchLetter of Credit is to be issued, and describing the terms of such Letter ofCredit 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 byfacsimile, and the Issuing Bank may act on it without having received theoriginal signed Request for Issuance. Promptly after issuing or amending a Letter of Credit, the Issuing Bankshall notify the Borrower and the Administrative Agent, in writing, of suchissuance or amendment and such notice shall be accompanied by a copy of suchissuance or amendment.  Upon receipt ofsuch notice, the Administrative Agent shall promptly notify each RevolvingLender, in writing of such issuance or amendment and if requested by anyRevolving Lender the Administrative Agent shall provide copies of such issuanceor amendment.  The issuance by theIssuing Bank of each Letter of Credit shall, in addition to the conditionsprecedent set forth in Article 3, be subject to the conditions precedent thatsuch Letter of Credit shall be in such form and contain such terms as shall besatisfactory to the Issuing Bank and that the Borrower shall have executed anddelivered such other instruments and agreements relating to such Letter ofCredit as the Issuing Bank shall have reasonably requested.  The extension or renewal of any Letter ofCredit shall be deemed to be an issuance of such Letter of Credit for allpurposes of this Agreement.  If anyLetter of Credit contains a provision pursuant to which it is deemed to beextended unless notice of termination is given by the Issuing Bank, the IssuingBank (i) shall not be required to give such notice of termination unless theBorrower has timely requested such termination and (ii) may timely give suchnotice of termination unless it has theretofore timely received a request fromthe Borrower and all other conditions to the issuance of a Letter of Credithave also theretofore been met with respect to such extension.  No standby Letter of Credit shall have anexpiry date of more than one year from date of issuance; *provided*,*however*, that such Letters of Credit maycontain a provision pursuant to which the expiry date is deemed automaticallyextended for successive periods of up to one year unless notice of terminationis given by the Issuing Bank; and *further**provided* that no standby letter of credit will have anexpiry date which is later than the 10th Domestic Business Day prior to theRevolving Facility Termination Date.  Notrade Letter of Credit shall have an expiry date which is later than theearlier of (i) the date which is 180 days from date of issuance and (ii) thedate which is the 30th day prior to the Revolving Facility Termination Date.

###  

### (c)                                  Uponreceipt from the beneficiary of any Letter of Credit of any demand, drawing orother presentation for payment under such Letter of Credit, the Issuing Bankshall notify the Administrative Agent and the Borrower of the amount drawn andthe payment date.  The Borrower shall beirrevocably and unconditionally obligated forthwith to reimburse the IssuingBank on such payment date for any amounts paid by the Issuing Bank upon anydrawing 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

###  

### 29

### 

###  

### Bank and remaining unpaid by the Borrower shall bear interest, payableon 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 RevolvingAdvance bearing interest at the Base Rate for such day.  If for any reason the Borrower shall fail toreimburse the Issuing Bank in an amount equal to the amount of any drawing, theIssuing Bank shall notify the Administrative Agent of such failure and theAdministrative Agent shall immediately notify the Revolving Lenders of suchfailure.  Upon receipt of such notice,each Revolving Lender will immediately pay the Administrative Agent, for theaccount of the Issuing Lender, such Revolving Lender’s *pro rata*share of such unreimbursed drawing together with interest on such *pro rata* share for each day from and including the paymentdate of any drawing to but not including the date on which such RevolvingLender makes payment computed at a rate of interest *per annum*equal to rate that would be applicable to a Revolving Advance bearing interestat the Base Rate for such period.  TheIssuing Bank will pay to the Administrative Agent for the account of eachRevolving Lender ratably all amounts received from the Borrower for applicationin payment of its reimbursement obligations in respect of any Letter of Credit,but only to the extent such Revolving Lender has made payment to the IssuingBank in respect of such Letter of Credit pursuant hereto and the AdministrativeAgent will promptly distribute such amounts to such Revolving Lender inaccordance with Section 2.10.

###  

### (d)                                 Theobligations of the Borrower and each Revolving Lender under Section 2.10(c)above shall be absolute, unconditional and irrevocable, and shall be performedstrictly in accordance with the terms of this Agreement, under allcircumstances whatsoever, including without limitation the followingcircumstances:

###  

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

####  

#### (ii)                                  anyamendment or waiver of or any consent to departure from all or any of theprovisions of this Agreement or any Letter of Credit or any document relatedhereto or thereto;

####  

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

####  

#### (iv)                              theexistence of any claim, set-off, defense or other rights that the Borrower mayhave at any time against a beneficiary of a Letter of Credit (or any Person forwhom the beneficiary may be acting), the Revolving Lenders (including theIssuing Bank) or any other Person, whether in connection with this Agreement orany Letter of Credit or any document related hereto or thereto or any unrelatedtransaction;

####  

#### (v)                                 anystatement or any other document presented under a Letter of Credit proving tobe forged, fraudulent or invalid in any respect or any statement therein beinguntrue or inaccurate in any respect whatsoever;

####  

#### (vi)                              paymentunder a Letter of Credit against presentation to the Issuing Bank of documentsthat does not substantially comply with the terms of such Letter of Credit; *provided* that the Issuing Bank’s determination thatdocuments presented under such Letter of Credit comply with the terms thereofshall not have constituted gross negligence or willful misconduct (as determinedby a court of competent jurisdiction) of the Issuing Bank; or

####  

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

####  

#### 30

#### 

####  

### (e)                                  TheBorrower hereby indemnifies and holds harmless each Revolving Lender (includingthe Issuing Bank) and the Administrative Agent from and against any and allclaims, damages, losses, liabilities, costs or expenses which such RevolvingLender or the Administrative Agent may incur, and none of the Revolving Lenders(including the Issuing Bank) nor the Administrative Agent nor any of theirAffiliates or their respective officers or directors or employees or agentsshall be liable or responsible therefor, by reason of or in connection with theexecution and delivery or transfer of or payment or failure to pay under anyLetter of Credit, including without limitation any of the circumstances enumeratedin subsection (d) above, as well as (i) any error, omission, interruption ordelay 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 makea drawing under a Letter of Credit or (iv) any consequences arising from causesbeyond the control of the Issuing Bank, including without limitation anygovernment acts, or any other circumstances whatsoever in making or failing tomake payment under such Letter of Credit; *provided* thatthe Borrower shall not be required to indemnify the Issuing Bank for anyclaims, damages, losses, liabilities, costs or expenses, and the Borrower shallhave a claim for direct (but not consequential) damage suffered by it, to theextent found by a court of competent jurisdiction to have been caused by (x)the willful misconduct or gross negligence (as determined by a court ofcompetent jurisdiction) of the Issuing Bank in determining whether documentspresented under any Letter of Credit issued by it substantially complied withthe terms of such Letter of Credit or (y) the Issuing Bank’s willful failure topay under any Letter of Credit issued by it after the presentation to it ofdocuments strictly complying with the terms and conditions of such Letter ofCredit.  Nothing in this subsection (e)is intended to limit the obligations of the Borrower under any other provisionof this Agreement

###  

SECTION 2.10                    General Provisions as toPayments.

 

### (a)                                  TheBorrower shall make each payment of principal of, and interest on, theAdvances, of each Letter of Credit Obligation and of all fees, expenses andother amounts payable hereunder without setoff or counterclaim, not later thanNoon (New York City time) on the date when due, in Federal or other fundsimmediately available in New York City, to the Administrative Agent at itsaddress referred to in Section 8.02. Payments received by the Administrative Agent on such date but aftersuch time shall be deemed to have been received on the next Domestic BusinessDay.  The Administrative Agent willpromptly distribute to each Lender its ratable share of each such paymentreceived by the Administrative Agent for the account of the Lenders.  Whenever any payment of principal of, orinterest on, the Base Rate Advances or of any Letter of Credit Obligation orother fees shall be due on a day which is not a Domestic Business Day, the datefor payment thereof shall be extended to the next succeeding Domestic BusinessDay.  Whenever any payment of principalof, or interest on, the Eurodollar Rate Advances shall be due on a day which isnot a Eurodollar Business Day, the date for payment thereof shall be extendedto the next succeeding Eurodollar Business Day unless such Eurodollar BusinessDay falls in another calendar month, in which case the date for payment thereofshall be the next preceding Eurodollar Business Day.  If the date for any payment of principal isextended by operation of law or otherwise, interest thereon shall be payablefor such extended time.

###  

### (b)                                 Unlessthe Administrative Agent shall have received notice from the Borrower prior tothe date on which any payment is due to the Lenders hereunder that the Borrowerwill not make such payment in full, the Administrative Agent may assume thatthe Borrower has made such payment in full to the Administrative Agent on suchdate and the Administrative Agent may, in reliance upon such assumption, causeto be distributed to each Lender on such due date an amount equal to the amountthen due such Lender.  If and to theextent that the Borrower shall not have so made such payment, each Lender shallrepay to the Administrative Agent forthwith on demand such amount distributedto such Lender together with interest thereon, for each day from the date suchamount is distributed to such

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### Lender until the date such Lender repays such amount to theAdministrative Agent, at the Federal Funds Rate.

###  

SECTION 2.11                    Funding Losses.  If the Borrower makes any payment (includingany prepayment) of principal with respect to any Eurodollar Rate Advances(pursuant to this Article 2, Article 6 or otherwise) on any day other than thelast day of the Interest Period applicable thereto, or if the Borrower fails toborrow or Convert any Eurodollar Rate Advances after notice has been given toany Lender in accordance with Section 2.02(b) or Section 2.14, as the case maybe, the Borrower shall reimburse each Lender within 15 days after demand forany resulting loss or expense incurred by it (or by an existing or prospectiveParticipant in the related Advance), including (without limitation) any lossincurred in obtaining, liquidating or employing deposits from third parties,but excluding loss of margin for the period after any such payment or failureto borrow; *provided* that such Lender shall havedelivered to the Borrower a certificate as to the amount of such loss orexpense, which certificate shall be conclusive in the absence of manifesterror.

 

SECTION 2.12                    Computation of Interest and Fees.  Interest based on the Prime Rate shall becomputed on the basis of a year of 365 days (or 366 days in a leap year) andpaid for the actual number of days elapsed (including the first day butexcluding the last day).  All otherinterest and commitment and letter of credit fees hereunder shall be computedon the basis of a year of 360 days and paid for the actual number of dayselapsed (including the first day but excluding the last day).

 

SECTION 2.13                    Taxes.

 

### (a)                                  Forpurposes of this Section 2.13, the following terms have the following meanings:

###  

“***Taxes***” means any and all present orfuture taxes, duties, levies, imposts, deductions, charges or withholdings withrespect to any payment by the Borrower pursuant to this Agreement or under anyNote, and all liabilities with respect thereto, excluding (i) in the case ofeach Lender and the Administrative Agent, taxes imposed on its net income, andfranchise or similar taxes imposed on its net income, by a jurisdiction underthe 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 thecase 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 paymentsbut only to the extent that such Lender is subject to United States withholdingtax at the time such Lender first becomes a party to this Agreement.

 

“***Other Taxes***” means any present orfuture stamp or documentary taxes and any other excise or property taxes, orsimilar charges or levies, which arise from any payment made pursuant to thisAgreement or under any Note or from the execution or delivery of, or otherwisewith respect to, this Agreement or any Note.

 

### (b)                                 Anyand all payments by the Borrower to or for the account of any Lender or theAdministrative Agent hereunder or under any Note shall be made withoutdeduction for any Taxes or Other Taxes; *provided* that,if the Borrower shall be required by law to deduct any Taxes or Other Taxesfrom any such payments, (i)  the sumpayable shall be increased as necessary so that after making all requireddeductions (including deductions applicable to additional sums payable underthis Section 2.13) 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 deductionsbeen made, (ii) the Borrower shall make such deductions, (iii) the Borrowershall pay the full amount deducted to the relevant taxation authority or otherauthority in accordance with applicable law and (iv) the Borrower shall furnishto the Administrative Agent, at its

###  

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###  

### address referred to in Section 8.02, the original or a certified copyof a receipt evidencing payment thereof.

###  

### (c)                                  TheBorrower agrees to indemnify each Lender and the Administrative Agent for thefull amount of Taxes or Other Taxes (including, without limitation, any Taxesor Other Taxes imposed or asserted by any jurisdiction on amounts payable underthis Section 2.13) paid by such Lender or the Administrative Agent (as the casemay be) and any liability (including penalties, interest and expenses) arisingtherefrom or with respect thereto.  Thisindemnification shall be paid within 15 days after such Lender or the AdministrativeAgent (as the case may be) makes demand therefor.

###  

### (d)                                 EachLender organized under the laws of a jurisdiction outside the United States, onor prior to the date of its execution and delivery of this Agreement in thecase of each Lender listed on the signature pages hereof and on or prior to thedate on which it becomes a Lender in the case of each other Lender, and fromtime to time thereafter if requested in writing by the Borrower (but only solong as such Lender remains lawfully able to do so), shall provide the Borrowerwith such properly completed and executed documentation prescribed by theInternal Revenue Service, certifying that (i) if such Lender is a “bank” withinthe meaning of Section 881(c)(3)(A) of the Code, such Lender is entitled tobenefits under an income tax treaty to which the United States is a party whichexempts the Lender from United States withholding tax or reduces the rate ofwithholding tax on payments of interest for the account of such Lender orcertifying that the income receivable pursuant to this Agreement is effectivelyconnected 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) ofthe Code and intends to claim exemption from U.S. Federal withholding tax underSection 871(h) or 881(c) of the Code with respect to payments of “portfoliointerest”, 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 suchLender is not a bank for purposes of Section 881(c) of the Code, is not a10-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 theBorrower (within the meaning of Section 864(d)(4) of the Code)), properlycompleted and duly executed by such Lender claiming complete exemption from, ora reduced rate of, U.S. Federal withholding tax on payments of interest by theBorrower under this Agreement and the other Loan Documents.

###  

### (e)                                  Forany period with respect to which a Lender has failed to provide the Borrowerwith the appropriate form pursuant to Section 2.13(d) (unless such failure isdue to a change in treaty, law or regulation occurring subsequent to the dateon which such form originally was required to be provided), such Lender shallnot be entitled to indemnification under Section 2.13(b) or (c) with respect toTaxes imposed by the United States; *provided* thatif a Lender, which is otherwise exempt from or subject to a reduced rate ofwithholding tax, becomes subject to Taxes because of its failure to deliver aform required hereunder, the Borrower shall take such steps as such Lendershall reasonably request to assist such Lender to recover such Taxes.

###  

### (f)                                    Ifthe Borrower is required to pay additional amounts to or for the account of anyLender pursuant to this Section 2.13, then such Lender will change the jurisdictionof its Applicable Lending Office if, in the judgment of such Lender, suchchange (i) will eliminate or reduce any such additional payment which maythereafter accrue and (ii) is not otherwise disadvantageous to such Lender.

###  

SECTION 2.14                    Method of Electing Interest Rates.

 

### (a)                                  Theadvances included in each Borrowing shall bear interest initially at the typeof rate specified by the Borrower in the applicable Notice of Borrowing.  Thereafter, the Borrower may from time totime elect to change or continue the type of interest rate borne by each groupof Advances (subject in each case to the provisions of Sections 2.15 and 2.16),as follows:

###  

### 33

### 

###  

#### (i)                                     ifsuch Advances are Base Rate Advances, the Borrower may elect to convert suchAdvances to Eurodollar Rate Advances as of any Euro-Dollar Business Day, and

####  

#### (ii)                                  ifsuch Advances are Eurodollar Rate Advances, the Borrower may elect to convertsuch Advances to Base Rate Advances or elect to continue such Advances asEurodollar Rate Advances for an additional Interest Period, subject to Section2.11 in the case of any such conversion or continuation effective on any dayother than the last day of the then current Interest Period applicable to suchAdvances.

####  

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

 

### (b)                                 EachNotice of Interest Rate Election shall specify:

###  

#### (i)                                     thegroup of Advances (or portion thereof) to which such notice applies;

####  

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

####  

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

####  

#### (iv)                              ifsuch Advances are to be continued as the same Type of Eurodollar Rate Advancesfor an additional Interest Period, the duration of such additional InterestPeriod.

####  

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

 

### (c)                                  Uponreceipt of a Notice of Interest Rate Election from the Borrower pursuant tosubsection (a) above, the Administrative Agent shall promptly notify eachLender of the contents thereof and such notice shall not thereafter berevocable by the Borrower.

###  

### (d)                                 Ifthe Borrower shall fail to select the duration of any Interest Period for anyEurodollar Rate Advances in accordance with the provisions of Section 2.14(a)or if at the end of any such Interest Period an Event of Default exists and theAdministrative Agent has been directed to do so by the Majority Lenders, theAdministrative Agent will forthwith so notify the Borrower and the Lenders andsuch Advances will automatically, on the last day of the then existing InterestPeriod therefor, Convert into Base Rate Advances.

###  

### (e)                                  Ifthe aggregate unpaid principal amount of Revolving Advances comprising anyBorrowing or Borrowings shall be reduced, by payment or prepayment orotherwise, to less than $500,000, such Revolving Advances shall, if they areEurodollar Rate Advances, automatically Convert into Base Rate Advances on thelast day of the Interest Period for such Eurodollar Rate Advances, and on andafter such date the right of the Borrower to Convert such Advances intoRevolving Advances of a Type other than Base Rate Advances shall terminate; *provided* that if and so long as each such Revolving

###  

### 34

### 

###  

### Advance shall be of the same Type and have the same Interest Period asany other Revolving Advances comprising another Borrowing and other Borrowings,and the aggregate unpaid principal amount of all such Revolving Advances shallequal or exceed $500,000, the Borrower shall have the right to continue allsuch Revolving Advances as, and to Convert all such Revolving Advances into, RevolvingAdvances of such Type having such Interest Period.

###  

SECTION 2.15                    Basis for Determining InterestRate Inadequate or Unfair.  If on orprior to the first day of any Interest Period for any Eurodollar RateBorrowing:

 

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

 

(b)                                 anyLender advises the Administrative Agent that the Adjusted London Interbank OfferedRate, as the case may be, as determined by the Administrative Agent will notadequately and fairly reflect the cost to such Lender of funding its EurodollarRate Advance, as the case may be, for such Interest Period,

 

theAdministrative Agent shall forthwith give notice thereof to the Borrower andthe Lenders, whereupon until the Administrative Agent notifies the Borrowerthat the circumstances giving rise to such suspension no longer exist, theobligations of the Lenders to make Eurodollar Rate Advances shall besuspended.  Unless the Borrower notifiesthe Administrative Agent at least two Domestic Business Days before the date ofany Eurodollar Rate Borrowing for which a Notice of Borrowing has previouslybeen given that it elects not to borrow on such date, such Borrowing shallinstead be a Base Rate Advance Borrowing.

 

SECTION 2.16                    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 anygovernmental authority, central bank or comparable agency charged with theinterpretation or administration thereof, or compliance by any Lender (or itsEurodollar Lending Office) with any request or directive (whether or not havingthe force of law) of any such authority, central bank or comparable agency (includingthe NAIC) shall make it unlawful or impossible for any Lender (or itsEurodollar Lending Office) to make, maintain or fund its Eurodollar Advancesand such Lender shall so notify the Administrative Agent, the AdministrativeAgent shall forthwith give notice thereof to the other Lenders and theBorrower, whereupon until such Lender notifies the Borrower and the AdministrativeAgent that the circumstances giving rise to such suspension no longer exist,the obligation of such Lender to make Eurodollar Advances shall besuspended.  Before giving any notice tothe Administrative Agent pursuant to this Section, such Lender shall designatea different Eurodollar Lending Office if such designation will avoid the needfor giving such notice and will not, in the judgment of such Lender, beotherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue tomaintain and fund any of its outstanding Eurodollar Advances to maturity andshall so specify in such notice, (i) the obligation of such Lender to makeEurodollar Rate Advances and to Convert Advances into Eurodollar Rate Advancesshall terminate and (ii) the Borrower shall forthwith prepay in full allEurodollar Rate Advances of such Lender then outstanding, together with accruedinterest thereon, unless the Borrower, within five Domestic Business Days ofsuch notice and demand, Converts all Eurodollar Rate Advances of all Lendersthen outstanding into Base Rate Advances in accordance with Section 2.14(a),except that such Conversion may occur, notwithstanding Section 2.14(a), otherthan on the last day of the respective Interest Periods for such EurodollarRate Advances, if the Borrower has paid any amounts payable under Section 2.11.

 

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SECTION 2.17                    Increased Cost and ReducedReturn.

 

### (a)                                  Ifon or after the date hereof, the adoption of any applicable law, rule orregulation, or any change therein, or any change in the interpretation oradministration thereof by any governmental authority, central bank orcomparable agency (including the NAIC) charged with the interpretation oradministration thereof, or compliance by any Lender (or its Applicable LendingOffice) 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 ReserveSystem, but excluding with respect to any Eurodollar Rate Advance any suchrequirement included in an applicable Eurodollar Reserve Percentage), specialdeposit, insurance assessment or similar requirement against assets of,deposits with or for the account of, or credit extended by, any Lender (or itsApplicable Lending Office) or shall impose on any Lender (or its ApplicableLending Office) or on the United States market for certificates of deposit orthe London interbank market any other condition affecting its Eurodollar RateAdvances, its Note or its obligation to make Eurodollar Rate Advances and the resultof any of the foregoing is to increase the cost to such Lender (or itsApplicable Lending Office) of making or maintaining any Eurodollar RateAdvance, or of issuing or maintaining any Letter of Credit or its obligationswith 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 (orits Applicable Lending Office) under this Agreement or under its Note withrespect 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 AdministrativeAgent), the Borrower shall pay to such Lender such additional amount or amountsas will compensate such Lender on an after-tax basis for such increased cost orreduction.

###  

### (b)                                 Ifany Lender shall have determined that, after the date hereof, the adoption ofany applicable law, rule or regulation regarding capital adequacy, or anychange in any such law, rule or regulation, or any change in the interpretationor administration thereof by any governmental authority, central bank orcomparable agency (including the NAIC) charged with the interpretation or administrationthereof, or any request or directive regarding capital adequacy (whether or nothaving the force of law) of any such authority, central bank or comparableagency (including the NAIC), has or would have the effect of reducing the rateof return on capital of such Lender (or its Parent) as a consequence of suchLender’s obligations hereunder to a level below that which such Lender (or itsParent) could have achieved but for such adoption, change, request or directive(taking into consideration its policies with respect to capital adequacy) by anamount deemed by such Lender to be material, then from time to time, within 15days after demand by such Lender (with a copy to the Administrative Agent), theBorrower shall pay to such Lender such additional amount or amounts as willcompensate such Lender (or its Parent) on an after-tax basis for suchreduction.

###  

### (c)                                  EachLender will promptly notify the Borrower and the Administrative Agent of anyevent of which it has knowledge, occurring after the date hereof, which willentitle such Lender to compensation pursuant to this Section and will designatea different Applicable Lending Office if such designation will avoid the needfor, or reduce the amount of, such compensation and will not, in the judgmentof such Lender, be otherwise disadvantageous to such Lender.  A certificate of any Lender claiming compensationunder this Section and setting forth the additional amount or amounts to bepaid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, such Lender mayuse any reasonable averaging and attribution methods.

###  

SECTION 2.18                    Base Rate Advances Substitutedfor Affected Eurodollar Rate Advances. If (i) the obligation of any Lender to make Eurodollar Rate Advances hadbeen suspended pursuant to Section 2.16 or (ii) any Lender has demanded compensationunder Section 2.13 or 2.17(a) and the Borrower shall, by at least fiveEurodollar Business Days’ prior notice to such Lender through the

 

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Administrative Agent, haveelected that the provisions of this Section shall apply to such Lender, then,unless and until such Lender notifies the Borrower that the circumstancesgiving rise to such suspension or demand for compensation no longer apply:

 

(a)                                  allAdvances which would otherwise be made by such Lender as Eurodollar RateAdvances shall be made instead as Base Rate Advances (on which interest andprincipal shall be payable contemporaneously with the payment of interest andprincipal on the related Eurodollar Rate Advances of the other Lenders), and

 

(b)                                 aftereach of its Eurodollar Rate Advances has been repaid, all payments of principalwhich would otherwise be applied to repay such Eurodollar Rate Advances shallbe applied to repay its Base Rate Advances instead.

 

SECTION 2.19                    Use of Proceeds.  The Borrower will use the proceeds of (i) theTerm Loans to purchase 2001 Senior Notes together with accrued and unpaidinterest and any associated call or tender premiums pursuant to the TenderOffer and Refinancing, to pay fees and expenses in connection with theTransactions and for working capital purposes and (ii) the Revolving Advancesfor working capital needs, capital expenditures and general corporate purposesof the Borrower and the Guarantors.  Noneof the proceeds will be used, directly or indirectly, for the purpose, whetherimmediate, incidental or ultimate, of buying or carrying any “margin stock”within the meaning of Regulation T or Regulation U, other than proceeds ofAdvances used to purchase shares of common stock of the Borrower to the extentpermitted by Section 5.02(f).

 

SECTION 2.20                    Increase in Commitments.

 

### (a)                                  BorrowerRequest.  The Borrower may by writtennotice to the Administrative Agent elect to request the establishment of one ormore new Term Loan Commitments (each, an “***Incremental Term LoanCommitment***”), by an amount not in excess of $50,000,000 ofincreased Commitments in the aggregate and not less than $10,000,000 individually.  Each such notice shall specify (i) the date(each, an “***Increase Effective Date***”) on which the Borrowerproposes that the Incremental Term Loan Commitments shall be effective, whichshall be a date not less than 10 Business Days after the date on which suchnotice is delivered to the Administrative Agent and (ii) the identity of each Lenderor proposed lender to whom the Borrower proposes any portion of such IncrementalTerm Loan Commitments be allocated and the amounts of such allocations; *provided* that any existing Lender approached to provide allor a portion of the Incremental Term Loan Commitments may elect or decline, inits sole discretion, to provide such new Incremental Term Loan Commitment.

###  

### (b)                                 Conditions.  The Incremental Term Loan Commitments shallbecome effective, as of such Increase Effective Date; *provided*that:

###  

#### (i)                                     eachof the conditions set forth in Section 3.02 shall be satisfied;

####  

#### (ii)                                  noDefault shall have occurred and be continuing or would result from theborrowings to be made on the Increase Effective Date; and

####  

#### (iii)                               theBorrower shall deliver or cause to be delivered any legal opinions or otherdocuments reasonably requested by the Administrative Agent in connection withany such transaction.

####  

### (c)                                  Termsof New Loans.  The terms andprovisions of Term Loans made pursuant to the Incremental Term Loan Commitments(“***Incremental Term Loans***”)shall be asfollows:

###  

### 37

### 

###  

#### (i)                                     IncrementalTerm Loans shall be, except as otherwise set forth herein or in the IncreaseJoinder, identical to the Term Loans;

####  

#### (ii)                                  theweighted average life to maturity of all Incremental Term Loans shall be noshorter than the weighted average life to maturity of the Revolving Loans andthe existing Term Loans;

####  

#### (iii)                               thematurity date of Incremental Term Loans (the “***IncrementalTerm Loan Maturity Date***”) shall not be earlier than the TermLoan Maturity Date;

####  

#### (iv)                              theinterest margins for the Incremental Term Loans shall be determined by Borrowerand the applicable new Lenders; *provided*,*however,*that the interest margins for the Incremental TermLoans shall not be greater than the highest interest margins that may, underany circumstances, be payable with respect to the Term Loans plus 50 basispoints (and the interest margins applicable to the Term Loans shall beincreased to the extent necessary to achieve the foregoing).

####  

The IncrementalTerm Loan Commitments shall be effected by a joinder agreement (the “***Increase Joinder***”) executed by the Borrower,the Administrative Agent and each Lender making such increased or newCommitment, in form and substance satisfactory to each of them.  The Increase Joinder may, without the consentof any other Lenders, effect such amendments to this Agreement and the otherLoan Documents as may be necessary or appropriate, in the opinion of theAdministrative Agent, to effect the provisions of this Section 2.20.  In addition, unless otherwise specificallyprovided herein, all references in Loan Documents to Term Loans shall bedeemed, unless the context otherwise requires, to include references toIncremental Term Loans made pursuant to this Agreement.

 

### (d)                                 Makingof New Term Loans.  On any IncreaseEffective Date on which the Incremental Term Loan Commitments are effective,subject to the satisfaction of the foregoing terms and conditions, each Lenderholding an Incremental Term Loan Commitment shall make a Term Loan to Borrowerin an amount equal to its Incremental Term Loan Commitment.

###  

### (e)                                  Equaland Ratable Benefit.  The Loans andCommitments established pursuant to this paragraph shall constitute Loans andCommitments under, and shall be entitled to all the benefits afforded by, thisAgreement and the other Loan Documents, and shall, without limiting theforegoing, benefit equally and ratably from the Guarantees and securityinterests created by the Security Documents. The Loan Parties shall take any actions reasonably required by theAdministrative Agent to ensure and/or demonstrate that the Lien and securityinterests granted by the Security Documents continue to be perfected under theUCC or otherwise after giving effect to the establishment of any Incremental TermLoans.

###  

### (f)                                    ThisSection 2.20 shall supersede any provision of Section 8.01 to the contrary.

###  

# ARTICLE 3

#  

# CONDITIONS PRECEDENT

#  

SECTION 3.01                    Conditions Precedent toEffective Date.  The obligations ofthe Lenders to make Advances and the obligation of the Issuing Bank to issueLetters of Credit on the Effective Date shall be subject to satisfaction of thefollowing conditions precedent on or prior to the Effective Date:

 

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(a)                                  The Borrower and its subsidiaries and the transactions contemplated by theCommitment Letter shall be in compliance, in all material respects, with allapplicable foreign and U.S. federal, state and local laws and regulations,including all applicable environmental laws and regulations;

 

(b)                                 Allnecessary governmental and material third party consents and approvalsnecessary in connection with the Loan Documents and the Tender Offer and Refinancingshall have been obtained and shall be in effect;

 

(c)                                  Atthe Effective Date, there shall have been tendered, and simultaneously with theborrowing of Term Loans, the Borrower shall accept for purchase, at least 51%of the 2001 Senior Notes in the Tender Offer and Refinancing; and consummate the Refinancing in form andsubstance satisfactory to the Arrangers and in compliance with applicable lawand regulatory approvals;

 

(d)                                 Allloans and other aspects of the transactions shall be in full compliance withall banking and other laws and regulations; no law or regulation shall be applicable,or event shall have occurred, that seeks to impose materially adverse conditionsupon the consummation of any of the transactions or the operation of thebusinesses of the Loan Parties;

 

(e)                                  TheAdministrative Agent or Collateral Agent, as appropriate, shall have received,effective on the Effective Date (unless otherwise indicated below), in form andsubstance reasonably satisfactory to it in such capacity, a certificate of thechief financial officer of the Borrower to the effect that both before andimmediately after the making of the Tender Offer and Refinancing, (i) noDefault shall have occurred and be continuing and (ii) the representations andwarranties of the Borrower and its Subsidiaries made in this Agreement and theother Loan Documents are true;

 

(f)                                    Allreasonable fees and expenses of the Lead Arrangers, Agents and Lenders requiredto have been paid as a condition to the funding of the Credit Facilities(including payment of all fees, expenses and other charges of counsel to the Arrangersinvoiced at least five Business Days prior to the Effective Date) shall havebeen paid in full;

 

(g)                                 TheCredit Facilities shall have received a debt rating from Moody’s and fromStandard & Poor’s;

 

(h)                                 TheBorrower shall have paid or caused to be paid, or the Administrative Agentshall have received evidence satisfactory to it in its sole good faithdiscretion that on the Effective Date the Borrower shall pay, or cause to bepaid, (i) all interest and commitment fees that are accrued but unpaid to theEffective Date under the Original Existing Credit Agreement (whether or notthen payable under the terms thereof) and (ii) all fees and expenses (if any)payable under Section 8.04 of the Original Existing Credit Agreement;

 

(i)                                     TheAdministrative Agent or Collateral Agent, as appropriate, shall have receivedthe following, each effective on the Effective Date (unless otherwise indicatedbelow), in form and substance reasonably satisfactory to it in such capacityand in sufficient copies for each Lender (except for the Notes):

 

##### (1)                                  TheTerm Notes and Revolving Notes to the order of the respective Lenders;

#####  

##### 39

##### 

#####  

##### (2)                                  Dulyexecuted 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 nothave been received, receipt by the Administrative Agent in form satisfactory toit of telegraphic, telex or other written confirmation from such Lender ofexecution of a counterpart hereof by such Lender);

#####  

##### (3)                                  Certifiedcopies of the resolutions of the Board of Directors of the Borrower approvingeach Loan Document to which it is or is to be a party and of the resolutions ofthe Board of Directors of each Subsidiary Guarantor approving each LoanDocument to which it is or is to be a party;

#####  

##### (4)                                  TheAdministrative Agent shall have received certified copies of the respectivecertificates of incorporation and bylaws of the Borrower and its corporateSubsidiaries and the respective certificates of limited partnership andagreements of limited partnership for the partnership Subsidiaries andcertificates of formation and operating agreement for the limited liabilitycompany Subsidiaries;

#####  

##### (5)                                  Acertificate of the Secretary or an Assistant Secretary of the Borrower and eachSubsidiary Guarantor certifying the names and true signatures of the officersof such Loan Party authorized to sign each Loan Document to which it is or isto be a party and the other documents to be delivered by it hereunder;

#####  

##### (6)                                  Copiesof all authorizations, consents and approvals of, evidence of other actions by,notices to and filings with all governmental authorities and regulatory bodiesrequired for the due execution, delivery and performance by each of theBorrower and the Subsidiary Guarantors of the Loan Documents (other than theCollateral Documents);

#####  

##### (7)                                  Certificatesof the chief financial officer of the Borrower and of each SubsidiaryGuarantor, in substantially the form of Exhibit H or Exhibit I, as the case maybe (each being a “***Solvency Certificate***”);

#####  

##### (8)                                  Dulyexecuted counterparts of the Guaranty Agreement and Security Agreement, signedby each of the parties thereto; and

#####  

##### (9)                                  Afavorable opinion of Sonnenschein Nath & Rosenthal LLP, counsel for theBorrower and each Subsidiary Guarantor, in substantially the form of Exhibit E;

#####  

(j)                                     Evidencereasonably satisfactory to the Collateral Agent that financing statements havebeen duly filed under the Uniform Commercial Code of all jurisdictions as maybe necessary or, in the opinion of the Collateral Agent, desirable orappropriate to perfect the security interests and liens created by the SecurityAgreement and the Mortgages, as such agreements relate to the Borrower or anyExisting Subsidiary Guarantors;

 

(k)                                  Dulyexecuted and filed Mortgages with respect to each Real Property indicated onSchedule 3.01(k), in each case in form and substance reasonably satisfactory tothe Administrative Agent and, with respect to each such Mortgage, thefollowing;

 

(i)                                                  apolicy of title insurance dated the Effective Date (or an irrevocablecommitment to issue such policy, with all conditions marked satisfied, datedand recertified the Effective Date) insuring the perfection, enforce abilityand first priority of the Lien created under such Mortgage as a valid firstmortgage Lien on the Real

 

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Propertydescribed therein in form and substance and in an amount satisfactory to theCollateral Agent (with all premiums, expenses and fees paid or caused to bepaid by the Borrower), which policy shall (w) be issued by a title company reasonablysatisfactory to the Collateral Agent, (x) include such reinsurance arrangements(with provisions for direct access) as shall be reasonably acceptable to theCollateral Agent, (y) have been supplemented by such endorsements as shall berequested by Collateral Agent (including, without limitation, endorsements oropinion letters on matters relating to usury, contiguity, variable rate,revolving credit, doing business, and so-called comprehensive coverage overcovenants and restrictions), or, where such endorsements are not available atcommercially reasonable premium costs, opinion letters of special counsel,architects or other professionals, which counsel, architects or otherprofessionals shall be reasonably acceptable to the Collateral Agent and (z)contain only such exceptions to title as shall be reasonably satisfactory tothe Collateral Agent;

 

(ii)                                               withrespect to the Real Property encumbered by each Mortgage, an ALTA survey withrespect to such Real Property, in form and substance reasonably satisfactory tothe Collateral Agent;

 

(iii)                                            evidencesatisfactory to the Collateral Agent that arrangements shall have been made forthe recording of each Mortgage and the payment by the Borrower of any mortgage,recording, documentary stamp, privilege or other taxes and recording chargespayable with respect to each Mortgage; and

 

(iv)                                           acompleted Federal Emergency Management Agency Standard Flood Hazard Determinationrelating to the Real Property encumbered thereby;

 

(l)                                     Certifiedcopies of UCC, United States Patent and Trademark Office and United StatesCopyright Office, tax and judgment lien searches, bankruptcy and pendinglawsuit searches or equivalent reports or searches, each of a recent datelisting all effective financing statements, lien notices or comparabledocuments that name any Loan Party as debtor and that are filed in those stateand county jurisdictions in which any property of any Loan Party is located andthe state and county jurisdictions in which any Loan Party is organized ormaintains its principal place of business and such other searches that theCollateral Agent deems necessary or appropriate, none of which encumber theCollateral covered or intended to be covered by the Security Documents (otherthan Permitted Collateral Liens or any other Liens acceptable to the CollateralAgent);

 

(m)                               Evidencethat all other actions necessary or, in the reasonable opinion of theCollateral Agent, desirable or appropriate to ensure the validity, perfectionand priority of the security interests and liens, created by, or intended to becreated by, and to reflect the fact that the Collateral Agent is the securedparty, mortgagee, beneficiary or grantee, under the Security Agreement andMortgages have been taken;

 

(n)                                 Evidenceof insurance for the business and properties of the Borrower and itsSubsidiaries, in form and substance satisfactory to the Administrative Agentand (i) in the case of property and casualty insurance, naming the CollateralAgent as co-insured and loss payee, and (ii) in the case of liabilityinsurance, naming the Collateral Agent, the Administrative Agent and theLenders as additional insureds, in each case with responsible and reputableinsurance companies or associations satisfactory to the Majority Lenders insuch amounts and covering such risks as are satisfactory to the MajorityLenders;

 

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(o)                                 Afavorable opinion of special FCC counsel for the Borrower, in form andsubstance reasonably satisfactory to the Administrative Agent, and such otheropinions as any Lender through the Administrative Agent may reasonably request;

 

(p)                                 Favorableopinions of local counsel (i) in each jurisdiction where a Real Propertycovered by a Mortgage is located or if the law of such jurisdiction governsperfection of security interests and liens granted to the Collateral Agent underthe Security Documents, (ii) covering the validity, perfection and priority ofthe security interests or liens granted or intended to be granted to theCollateral Agent in the Collateral granted or intended to be granted to itunder the Security Documents, and (iii) such other opinions as any Lenderthrough the Administrative Agent may reasonably request;

 

(q)                                 Acopy of (i) a written notice delivered by the Borrower to the trustee undereach of the indentures governing the Existing Subordinated Notes that all ofthe obligations of the Borrower and the Subsidiary Guarantors under thisAgreement and the other Loan Documents are “Designated Senior Debt” under eachsuch indenture and (ii) written confirmation by each such trustee of receipt ofsuch notice; and

 

(r)                                    Suchother financial and non-financial information regarding the Borrower or any ofits Subsidiaries and such other approvals, opinions or documents as any Lenderthrough the Administrative Agent may reasonably request.

 

SECTION 3.02                    Conditions Precedent to EachBorrowing.  The obligation of eachLender to make an Advance on the occasion of each Borrowing (including on theEffective Date) and of the Issuing Bank to issue a Letter of Credit shall besubject to the further conditions precedent that on the date of such Borrowingor Letter of Credit issuance, the following statements shall be true (and eachof the giving of the applicable Notice of Borrowing or Request for Issuance andthe acceptance by the Borrower of the proceeds of such Borrowing or theissuance of the Letter of Credit on behalf of the Borrower shall constitute arepresentation and warranty by the Borrower that on the date of such Borrowingor of such Letter of Credit issuance, such statements are true):

 

(a)                                  theAdministrative Agent shall have received a Notice of Borrowing with respect tosuch Borrowing as required by Section 2.02(a) or the Issuing Bank shall havereceived a Request for Issuance with respect to such Letter of Credit issuanceas required by Section 2.09(b);

 

(b)                                 immediatelyafter such Borrowing or Letter of Credit issuance, (i) the aggregate outstandingprincipal amount of all Term Loan Borrowings will not exceed the aggregateamount of the Term Loan Commitment and (ii) the aggregate outstanding principalamount of all Revolving Advances and Letter of Credit Obligations will notexceed the aggregate amount of all Revolving Facility Commitments;

 

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

 

(d)                                 noevent shall have occurred and be continuing, or would result from suchBorrowing or Letter of Credit issuance, or from the application of the proceedstherefrom, which constitutes a Default;

 

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(e)                                  ifsuch Borrowing or Letter of Credit issuance is to be secured, directly orindirectly, by any “margin stock” (within the meaning of Regulation U), theAdministrative Agent shall have received (i) a duly executed Federal ReserveForm FR U-1 for each Lender that is a bank, for the Issuing Bank and (ii) aduly 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 theapplicable Lender or the Issuing Bank; and

 

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

 

SECTION 3.03                    Conditions Precedent toPermitted Acquisitions, Including Borrowings in Connection Therewith.  The right of the Borrower to make anyPermitted Acquisition and the obligation of any Lender to make an Advance on orafter the date of such Permitted Acquisition shall be subject to the conditionsprecedent that:

 

(a)                                  TheBorrower shall have demonstrated to the reasonable satisfaction of the Agentsthat the acquisition constitutes a Permitted Acquisition;

 

(b)                                 Inthe case of a Borrowing on the date of such Permitted Acquisition, the Borrowershall have demonstrated to the satisfaction of the Administrative Agent in itssole good faith discretion that the closing of such Permitted Acquisition shalloccur on such date;

 

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

 

(d)                                 Allmaterial governmental and third party consents and approvals necessary or, inthe opinion of the Agents, desirable or appropriate in connection with theconsummation of such Permitted Acquisition shall have been obtained (withoutthe imposition of any material adverse conditions) and shall be in effect (itbeing understood that all Federal governmental consents and approvals arematerial), and the Administrative Agent shall have received evidence satisfactoryto it that the station licenses issued by the FCC relating to the televisionbroadcasting operations of any television stations to be acquired pursuant tosuch Permitted Acquisition shall have been validly assigned to one or moreSubsidiaries of the Borrower, and shall be in full force and effect;

 

(e)                                  TheCollateral Agent shall have received the following, each dated the closing datefor such Permitted Acquisition (unless otherwise indicated below), in form andsubstance satisfactory to the Collateral Agent and in sufficient copies foreach Lender (except for the certificates representing any Pledged Stock to bepledged to the Collateral Agent, the stock powers delivered in connection withsuch Pledged Stock, and any instruments representing Pledged Instruments to bepledged to the Collateral Agent):

 

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

#####  

##### (2)                                  Dulyexecuted counterparts of an agreement pursuant to which each Subsidiary createdor acquired in connection with such Permitted Acquisition shall become obligatedas a Subsidiary Guarantor under the Guaranty Agreement;

#####  

##### (3)                                  Certificatesand instruments representing any Pledged Securities or Pledged Instrumentsrequired to be delivered by the Borrower or any Subsidiary on or before theclosing date for such Permitted Acquisition, including certificatesrepresenting all shares of capital stock of each Subsidiary created or acquiredin connection with such Permitted Acquisition, accompanied by duly executedinstruments of transfer or assignment in blank, in form and substance satisfactoryto the Administrative Agent;

#####  

##### (4)                                  Dulyexecuted counterparts of a Joinder Agreement to the Security Agreement, withrespect to each Subsidiary created or acquired in connection with suchPermitted Acquisition, together with:

#####  

###### (A)                              financingstatements authorized by each Subsidiary created or acquired in connection withsuch Permitted Acquisition, with evidence reasonably satisfactory to theCollateral Agent that such financing statements will be duly filed under theUniform Commercial Code of all jurisdictions as may be necessary or, in theopinion of the Collateral Agent, desirable or appropriate to perfect thesecurity interests created by the Security Agreement and the Mortgages, and

######  

###### (B)                                evidencethat all other actions necessary or, in the opinion of the Collateral Agent,desirable or appropriate to perfect and protect the security interests andliens created by, and to reflect the fact that the Collateral Agent is thesecured party under, the Security Agreement, and the Security Agreement shallhave been taken;

######  

##### (5)                                  Dulyexecuted counterparts of Mortgages (each, a “***PermittedAcquisition Mortgage***”) with respect to any Real Property to beacquired by the Borrower or any of its Subsidiaries in connection with suchPermitted Acquisition and, with respect to each Permitted Acquisition Mortgage:

#####  

###### (A)                              apolicy of title insurance dated the closing date for such Permitted Acquisition(or an irrevocable commitment to issue such policy, with all conditions markedsatisfied, dated and recertified the closing date for such PermittedAcquisition) insuring the perfection, enforce ability and first priority of theLien created under such Permitted Acquisition Mortgage as a valid firstmortgage Lien on the Real Property described therein in form and substance andin an amount satisfactory to the Collateral Agent (with all premiums, expensesand fees paid or caused to be paid by the Borrower), which policy shall (w) beissued by a title company reasonably satisfactory to the Collateral Agent, (x)include such reinsurance arrangements (with provisions for direct access) asshall be reasonably acceptable to the Collateral Agent, (y) have beensupplemented by such endorsements as shall be requested by Collateral Agent(including, without limitation, endorsements or opinion letters on mattersrelating 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 premiumcosts, opinion letters of special counsel, architects or other professionals,which

######  

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###### 

######  

###### counsel,architects or other professionals shall be reasonably acceptable to theCollateral Agent and (z) contain only such exceptions to title as shall bereasonably satisfactory to the Collateral Agent;

######  

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

######  

###### (C)                                evidencesatisfactory to the Collateral Agent that arrangements shall have been made forthe recording of each Permitted Acquisition Mortgage and the payment by theBorrower of any mortgage, recording, documentary stamp, privilege or othertaxes and recording charges payable with respect to each Permitted AcquisitionMortgage;

######  

##### (6)                                  Certifiedcopies of the resolutions of the Board of Directors of the Borrower and eachSubsidiary party hereto and thereto approving each agreement to which it is oris to be a party in connection with such Permitted Acquisition;

#####  

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

#####  

##### (8)                                  Copiesof all authorizations, consents and approvals of, evidence of other actions by,notices to and filings with, all governmental authorities and regulatory bodiesrequired for the due execution, delivery and performance by the Borrower or anySubsidiary of each agreement to which it is or is to be a party in connectionwith such Permitted Acquisition and the other documents to be delivered by itthereunder;

#####  

##### (9)                                  Certificatesof the chief financial officer of the Borrower and of each Subsidiary createdor acquired in connection with such Permitted Acquisition in substantially theform of Exhibit H or Exhibit I, as the case may be;

#####  

##### (10)                            Evidenceof insurance for the business and properties of each Subsidiary created oracquired in connection with such Permitted Acquisition, in form and substancesatisfactory to the Administrative Agent (and if requested by theAdministrative Agent, naming the Administrative Agent as additional insured andloss payee) with responsible and reputable insurance companies or associationssatisfactory to the Lead Arrangers in such amounts and covering such risks asare satisfactory to the Lead Arrangers;

#####  

##### (11)                            Afavorable opinion of Sonnenschein Nath & Rosenthal, LLP, counsel for theBorrower and each Subsidiary Guarantor, in substantially the form of Exhibit E(but expressing opinions with respect to such Permitted Acquisition) and as tosuch other matters as any Lender through the Administrative Agent mayreasonably request;

#####  

##### (12)                            Favorableopinions of local counsel for the Borrower with respect to each jurisdictionwhere any Real Property to be acquired in connection with such PermittedAcquisition shall be located, in each case in form and substance reasonablysatisfactory to the Administrative Agent (but expressing opinions with respectto such Permitted Acquisition), and a favorable opinion of special FCC counselfor the Borrower, in form

#####  

##### 45

##### 

#####  

##### and substancereasonably satisfactory to the Administrative Agent (but expressing opinionswith respect to such Permitted Acquisition), and such other opinions as anyLender through the Administrative Agent may reasonably request;

#####  

##### (13)                            Anenvironmental report, in each case in form and substance satisfactory to the LeadArrangers, with respect to properties to be acquired, leased or operated by theBorrower or any of its Subsidiaries in connection with such PermittedAcquisition;

#####  

##### (14)                            Thewritten consent of each party (other than the Borrower or any of itsSubsidiaries) to any agreement to which it is or is to be a party in connectionwith such Permitted Acquisition to the assignment by the Borrower or anySubsidiary Guarantor of its rights and claims under such agreement to theAdministrative Agent under the Security Agreement; and

#####  

##### (15)                            Suchother financial and non-financial information regarding the Borrower or any ofits Subsidiaries and such other approvals, opinions or documents as any Lenderthrough the Administrative Agent may reasonably request.

#####  

# ARTICLE 4

#  

# REPRESENTATIONS AND WARRANTIES

#  

SECTION 4.01                    Representations and Warrantiesof the Borrower.  The Borrowerrepresents and warrants as follows:

 

(a)                                  *Due Incorporation, Etc.* Each of the Borrower and its Subsidiaries that is a corporation is acorporation duly organized, validly existing and in good standing under thelaws of the jurisdiction indicated next to such corporation’s name on Schedule4.01(a) and has all requisite corporate powers and all FCC and all othermaterial governmental licenses, authorizations, consents and approvals requiredto own or lease and operate its properties and to carry on its business as nowconducted and as proposed to be conducted and to execute and deliver, and toperform all of its obligations under, the Loan Documents to which it is or willbe a party.  Each of the Borrower andeach of its Subsidiaries that is a corporation is duly qualified or licensed todo business as a foreign corporation in good standing in all jurisdictions inwhich it owns or leases assets and property or in which the conduct of itsbusiness requires it to so qualify or be licensed, except for suchjurisdictions in which the failure to so qualify or be licensed would not havea material adverse effect on the business, condition (financial or otherwise),operations, properties or prospects of the Borrower or such Subsidiary, as thecase may be.  Each of the Borrower’sSubsidiaries that is a partnership or limited liability company is apartnership or limited liability company duly organized, validly existing andin good standing under the laws of the jurisdiction under which it is organizedand has all requisite power and authority to own or lease and operate itsproperties and to carry on its business as now conducted and as proposed to beconducted and to execute and deliver, and to perform all of its obligationsunder, the Loan Documents to which it is or will be a party.  Each of the Borrower’s Subsidiaries that is apartnership or limited liability company is duly qualified or licensed to dobusiness and has complied with all fictitious name statutes and other similarlaws in all jurisdictions in which it owns or leases assets and property or inwhich the conduct of its business requires it to so qualify or be licensed orcomply, except for such jurisdictions in which the failure to so qualify or belicensed or comply would not have a material adverse effect on the business,condition (financial or otherwise), operations, properties or prospects of suchSubsidiary.

 

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(b)                                 *Due Authorization and Execution, Etc.*  The execution, delivery and performance bythe Borrower and each of its Subsidiaries of each Loan Document to which it isor will be a party and the transactions contemplated by the Loan Documents arewithin the Borrower’s and such Subsidiary’s corporate powers (or itspartnership or limited liability company powers, in the case of each Subsidiarythat is a partnership or limited liability company), have been duly authorizedby all necessary corporate action (or all necessary action of the partners, inthe case of each Subsidiary that is a partnership, or the members, in the caseof each Subsidiary that is a limited liability company) and do not and will not(i) require any consent or approval of the stockholders, partners or members ofthe Borrower or such Subsidiary except such consents and approvals as shallhave been duly obtained and shall be in full force and effect, (ii) contravenethe Borrower’s or such Subsidiary’s certificate of incorporation or by-laws, inthe case of each Subsidiary that is a corporation, or the partnership agreementor operating agreement governing such Subsidiary, in the case of eachSubsidiary that is a partnership or limited liability company, (iii) violateany law, rule, regulation (including, without limitation, Regulations T, U andX of the Board of Governors of the Federal Reserve System), order, writ,judgment, injunction, decree, determination or award or any contractualrestriction binding on or affecting the Borrower or such Subsidiary, or any oftheir respective properties, or (iv) result in or require the creation orimposition of any mortgage, deed of trust, pledge, lien, security interest orother charge or encumbrance of any nature (other than pursuant to the LoanDocuments hereunder and pursuant to Collateral Documents upon or with respectto any of the properties now owned or hereafter acquired by the Borrower or anyof its Subsidiaries).  Neither theBorrower nor any of its Subsidiaries is in default under any such law, rule,regulation, order, writ, judgment, injunction, decree, determination or awardor restriction.

 

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

 

(d)                                 *Legal, Valid and Binding Nature*.  This Agreement is, and each other LoanDocument and each Related Document to which the Borrower or any of its Subsidiariesis or will be a party will, when delivered, be, a legal, valid and bindingobligation of the Borrower and such Subsidiaries as are or will be partiesthereto, enforceable against the Borrower and such Subsidiaries in accordancewith its respective terms, except (other than in the case of Article X of theindentures governing the Existing Subordinated Notes) as such enforcement maybe limited by the effect of any applicable bankruptcy, insolvency,reorganization, moratorium or similar law affecting creditors’ rights generallyand general principles of equity.

 

(e)                                  *Capitalization and Subsidiaries*.  On the Effective Date, the authorized capitalstock of the Borrower will consist of 40,000,000 shares of Class A CommonStock, 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, parvalue $.001 per share.  Set forth onSchedule 4.01(a) is a complete and accurate list of all of the Borrower’sSubsidiaries as of the Effective Date, showing as of such date (as to each suchSubsidiary) the jurisdiction of its incorporation or organization, as to eachSubsidiary that is a corporation, the number of shares of each class of capitalstock authorized, the number of shares of each class of capital stockoutstanding on the date hereof, the direct owner of the outstanding shares ofeach such class owned and the

 

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jurisdictions in which such Subsidiary is qualified to do business as aforeign corporation.  All of the general,limited partnership or membership interests of each Subsidiary that is apartnership or limited liability company are owned, legally and beneficially,by the Borrower or a wholly owned Subsidiary of the Borrower, in each case freeand clear of all liens, security interests and other charges or encumbrancesother than the liens and security interests under the Security Agreement.  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 ormembership interests of the Borrower or any of its Subsidiaries or otheragreements of any character whatsoever relating to any shares of capital stockor partnership interests or membership interests  of the Borrower or any such Subsidiaries; allof the issued and outstanding capital stock of the Borrower and each of itsSubsidiaries that is a corporation has been duly authorized, validly issued andis fully paid and non-assessable; all of the partnership interests ormembership interests of each Subsidiary that is a partnership or limitedliability company have been validly issued pursuant to the terms of theapplicable partnership or operating agreement; all of the issued andoutstanding capital stock of each Subsidiary of the Borrower that is acorporation is directly owned, legally and beneficially, by the Borrower, ineach case free and clear of all liens, security interests and other charges orencumbrances other than the Liens created by the Pledge Agreements and SecurityAgreement.

 

(f)                                    *Financial Statements; No Material Adverse Change*.  The consolidated balance sheet of theBorrower and its Subsidiaries as at December 31, 2004, and the relatedconsolidated statements of income and shareholders’ equity and statement ofchanges in cash flows of the Borrower and its Subsidiaries for the fiscal yearthen ended, fairly present, respectively, the consolidated financial conditionof the Borrower and its Subsidiaries as at such date and the consolidated resultsof operations of the Borrower and its Subsidiaries for the period ended on suchdate, all in accordance with generally accepted accounting principles.  Since December 31, 2004 there has not occurred or become known any event orcondition that has resulted in or which could reasonably be expected to resultin a material adverse change in the condition (financial or otherwise),business, assets, liabilities, or results of operations of the Borrower and its subsidiaries, taken as a whole.

 

(g)                                 *Solvency*.  Each of theBorrower and the Borrower and its Subsidiaries taken as a whole and each SubsidiaryGuarantor individually and taken as a whole with its Subsidiaries is and, afterreceipt and application of the Advances in accordance with the terms of thisAgreement, will be Solvent.

 

(h)                                 *Absence of Litigation; Litigation Description*.  (i)  Noactions, suits, investigations, litigation or proceedings are pending or, tothe knowledge of the Borrower, threatened against or affecting the Borrower orany of its Subsidiaries or the properties of the Borrower or any suchSubsidiary before any court, arbitrator or governmental department, commission,board, bureau, agency or instrumentality, domestic or foreign, (A) which maymaterially 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 “***DisclosedLitigation***”), or (B) which purports to affect the legality,validity or enforceability of this Agreement or any other Loan Document or anyRelated Document, the ability of any Loan Party to perform its obligationshereunder or thereunder, or the rights of any Lender hereunder or thereunder orthe ability of any Lender to exercise such rights.

 

#### (ii)               Exceptfor the Disclosed Litigation, no action, suit, investigation, litigation orproceeding is pending or, to the knowledge of the Borrower, threatened in anycourt or before any

####  

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#### 

####  

#### arbitrator orgovernmental entity specified above in connection with the Effective DateTransactions or in connection with the use of the proceeds hereof or thereof.

####  

#### (iii)            Onthe Effective Date and at all times thereafter, there shall have been no changesince 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) thatis materially adverse to the Borrower or any of its Subsidiaries or theEffective Date Transactions or the Loan Documents.

####  

(i)                                     *Ownership of Properties; Absence of Liens and Encumbrances*.  The Borrower and its Subsidiaries have goodand marketable title to and are in lawful possession of, or have validleasehold interests in, or have the right to use pursuant to valid andenforceable agreements or arrangements, all of their respective properties andother assets (real or personal, tangible, intangible or mixed), except wherethe failure to have or possess the same with respect to such properties orother assets would not, in the aggregate, have a material adverse effect on thebusiness, condition (financial or otherwise), operations, properties orprospects of the Borrower or any of its Subsidiaries.  Except as disclosed on Schedule 4.01(i) ofthis Agreement, there are no material Liens on any property or asset of theBorrower or any of its Subsidiaries except for the security interests createdunder the Security Agreement and the Mortgages, except for the Permitted Liens.

 

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

 

(k)                                  *Payment of Taxes*.  TheBorrower and each of its Subsidiaries has filed or caused to be filed allFederal, state and franchise tax returns and information and other similarfilings, and all material other tax returns and information and other similarfilings, required to be filed, and paid all amounts of taxes, includinginterest and penalties, which have become due pursuant to such returns orpursuant to any assessments received by the Borrower or any of itsSubsidiaries, except to the extent of any taxes being contested by or on behalfof the Borrower or such Subsidiary in good faith and by proper proceedings andfor which adequate provision for payment has been made and adequate reservesare being maintained in accordance with generally accepted accountingprinciples consistently applied by the Borrower or such Subsidiary, as the casemay be, and so long as the proceedings referred to above could not subject anyAgent or any Lender to any civil or criminal penalty or liability or involveany risk of loss, sale or forfeiture of any material item of Collateral.  The Borrower has no knowledge of any actualor proposed additional tax assessments against it or any of its Subsidiarieswhich, singly or in the aggregate, could have a material adverse effect on theBorrower 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 inconnection herewith contained any untrue statement of a material fact oromitted to state a material fact necessary to make the statements containedtherein, in light of the circumstances under which such information, exhibit,report or other written information was or is to be used, not misleading, nordo such information,

 

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exhibits, reports, documents, certificates and statements, taken as awhole, contain any untrue statement of a material fact or omit to state amaterial fact necessary in order to make the statements contained therein notmisleading.  There is no fact known tothe Borrower or any officer of the Borrower which the Borrower has not disclosedto the Lenders in writing which in the reasonable judgment of the Borrower andits officers would materially adversely affect the business, condition (financialor otherwise), operations, properties or prospects of the Borrower or any ofits Subsidiaries or the ability of the Borrower or any of its Subsidiaries toperform its respective obligations under any Loan Document or any documentcontemplated hereby or thereby.  Thefinancial projections and forecasts of the Borrower delivered by the Borrowerto any of the Agents, the Lead Arrangers and the Lenders were prepared on thebasis of the assumptions stated therein and represented, at the time ofdelivery, the Borrower’s best estimate of its future financial performance andsuch assumptions were fair in the light of business conditions existing at thetime of such delivery of such projections and forecasts; and any such financialprojections and forecasts, if prepared as of the date hereof, would contain estimatesof the Borrower’s future financial performance which would not materiallyadversely differ from the respective estimates contained in the financialprojections and forecasts delivered by the Borrower to any of the Agents, theLead Arrangers and the Lenders.

 

(m)                               *ERISA*.  Except asdescribed in Schedule 4.01(m), no Plan or Multiemployer Plan exists as of thedate of this Agreement.  With respect toeach Plan described in Schedule 4.01(m) and any other Plan which shall exist:(i) no Termination Event has occurred or, except as described in Schedule 4.01(m),is reasonably expected to occur with respect to any Plan and (ii) no eventrequiring notice to the PBGC under Section 302(f)(4)(A) of ERISA has occurredor is reasonably expected to occur with respect to any Plan.  With respect to each Multiemployer Plandescribed 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 anyMultiemployer Plan and (ii) neither the Borrower nor any ERISA Affiliate of theBorrower has received any notification that any Multiemployer Plan is inreorganization or has been terminated, within the meaning of Title IV of ERISA,and no Multiemployer Plan is reasonably expected to be in reorganization or tobe terminated within the meaning of Title IV of ERISA.

 

(n)                                 *List of Debt*.  Setforth on Schedule 4.01(n) is a complete and accurate list of all Debt of theBorrower and its Subsidiaries that will be outstanding as of the Effective Datefollowing the Borrowings hereunder and the application of the proceeds thereofas contemplated hereby, other than (i) Debt arising under the Loan Documents,the Existing Subordinated Notes and (ii) Debt having a principal amount of lessthan $500,000.

 

(o)                                 *Federal Reserve Regulations*. The Borrower and its Subsidiaries are not engaged principally, or as oneof their important activities, in the business of extending credit for thepurpose of buying or carrying Margin Stock. No part of the proceeds of any Advance or any Letter of Credit will beused, whether directly or indirectly, and whether immediately, incidentally orultimately, for any purpose that entails a violation of, or that isinconsistent with, the provisions of the regulations of the Board of Governorsof the Federal Reserve System, including Regulation T, U or X.  The pledge of the Securities Collateralpursuant to the Security Agreement does not violate such regulations.

 

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

 

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(q)                                 *Casualties*.  Neitherthe business nor the properties of the Borrower or any of its Subsidiaries areaffected by any fire, explosion, accident, strike, lockout or other labordispute, drought, storm, hail, earthquake, embargo, act of God or of the publicenemy or other casualty, materially adversely affecting the business, condition(financial or otherwise), operations, properties or prospects of the Borroweror any such Subsidiary.

 

(r)                                    *Executive Compensation Agreements*.  Set forth in Schedule 4.01(r) is a completeand accurate list of all compensation arrangements in effect as of the date ofthis Agreement between the Borrower or any of its Subsidiaries and the fivemost highly compensated executive officers of the Borrower and itsSubsidiaries.

 

(s)                                  *Collateral, Etc.*  (i)  Schedule 4.01(s) contains a complete andaccurate description and list as of the Effective Date of the location, bystate, county and street address and operating division, of all of the RealProperty of the Borrower and its Subsidiaries, together with the lessorsthereof, the status of any consent from the lessor with respect to any suchLeasehold obtained or proposed to be obtained in connection with any LoanDocument or any Related Document.

 

(ii)                                  TheBorrower or a Subsidiary Guarantor is the record and beneficial owner of all ofthe presently existing Collateral covered by (A) the Security Agreement, and(B) the Mortgages, in each case free and clear of all mortgages, deeds oftrust, pledges, liens, security interests, options and other charges orencumbrances, except for Permitted Liens and those created or permitted by thisAgreement and the Collateral Documents.

####  

(iii)                               TheBorrower or a Subsidiary Guarantor has good, marketable and insurable feesimple title to all Real Property and a valid and indefeasible leaseholdinterest in all Leaseholds, free and clear of all liens, charges and encumbrancesof every kind and character, except for Permitted Liens and those created orpermitted by this Agreement and the Collateral Documents.

####  

(iv)                              EachMortgaged Lease (as defined in the Mortgages) is a valid and subsisting leasein full force and effect in accordance with the terms thereof; the Borrower ora Subsidiary Guarantor, as the case may be, is in possession of all RealProperty and the Leaseholds constituting part of the Collateral and no materialdefault by the Borrower or such Subsidiary Guarantor, as the case may be,exists and neither the Borrower nor any Subsidiary Guarantor has knowledge ofany other default under such Mortgaged Lease or other agreement relating to anyReal 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 theBorrower’s or the Subsidiary Guarantor’s, as the case may be, interest in anysuch Real Property or Leasehold, other than Permitted Liens.

####  

(t)                                    *Consents*.  Set forthin Schedule 4.01(t) is a complete and accurate list of all consents required inconnection with 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 obtainedand shall be in full force and effect on the Effective Date and at all timesthereafter, except where the failure to obtain such consents will not have amaterial adverse effect, alone or in the aggregate, on the business, condition(financial or otherwise), operations, properties or prospects of the Borroweror any of its Subsidiaries.

 

(u)                                 *Security Agreement*. As of the Effective Date and at all times thereafter, the SecurityAgreement will create a valid and perfected first priority security interest inand lien on the Collateral covered thereby (except as provided therein), such securityinterest and lien being in

 

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each case enforceable against all third parties and securing thepayment of all Secured Obligations, and all filings and other actions necessaryor advisable to perfect and protect such security interests shall have beenduly made or taken.

 

(v)                                 *Mortgages*.  From andafter the Effective Date, each Mortgage will create a valid and enforceablefirst priority mortgage lien on and security interest in the Real Propertycovered thereby, enforceable against the Borrower or the Subsidiary Guarantorgranting such Mortgage, as the case may be, and all third parties, and securingthe payment of all Secured Obligations, subject to the Security Agreement and tothe “Secured Amount” as set forth in each Mortgage, and all filings and otheractions necessary or desirable to perfect and protect such mortgage lien andsecurity interest will have been duly taken.

 

(w)                               *Status Under Communications Act*.  Each material license, permit and other authorityissued, granted, approved or otherwise authorized by the FCC for the benefit ofthe Borrower or any of its Subsidiaries is in good standing, unimpaired by anyact or omission of the Borrower or any of its Subsidiaries or any of theirrespective officers, directors, employees or agents.  Except as set forth on Schedule 4.01(w), neitherthe Borrower nor any of its Subsidiaries is the subject of any outstandingcitation, order or, to the knowledge of the Borrower, investigation by the FCCwhich would have a material adverse effect on the business, condition(financial or otherwise), operations, properties or prospects of the Borroweror any of its Subsidiaries, and no such citation, order or investigation to theknowledge of the Borrower or any of its Subsidiaries is contemplated by theFCC.  The Borrower and each of itsSubsidiaries has filed all material reports and applications required to befiled by the FCC or the Communications Act and has paid all fees required to bepaid by the FCC or the Communications Act.

 

(x)                                   *Compliance with Environmental Requirements; No Hazardous Materials*.  Except as described on Schedule 4.01(x) andexcept to the extent the matters referred to below would result in liabilitiesfor the Borrower and its Subsidiaries of less than $1,000,000 in the aggregate:

 

#### (i)                                     Otherthan in compliance with all applicable Environmental Laws, no HazardousMaterials are located on any properties now or previously owned, leased or operatedby the Borrower or any of its Subsidiaries or have been released into theenvironment, or deposited, discharged, placed or disposed of at, on or underany of such properties.  No portion ofany such property is being used, or has been used at any previous time by theBorrower or any of its Subsidiaries, for the disposal, storage, treatment,processing or other handling of Hazardous Materials (except for such HazardousMaterials used in the ordinary course of business and in compliance withEnvironmental Laws)

####  

#### (ii)                                  Noasbestos or asbestos-containing materials in airborne or friable form arepresent on any of the properties now or previously owned, leased or operated bythe Borrower or any of its Subsidiaries, except as not in violation ofEnvironmental Laws.

####  

#### (iii)                               Nopolychlorinated biphenyls are located on or in any properties now or previouslyowned, leased or operated by the Borrower or any of its Subsidiaries, in theform of electrical transformers, fluorescent light fixtures with ballasts,cooling oils or any other device or form, except as not in violation ofEnvironmental Laws.

####  

#### (iv)                              Nounderground storage tanks are located on any properties now or previouslyowned, leased or operated by the Borrower or any of its Subsidiaries, or werelocated on any such property and subsequently removed or filled.

 

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#### (v)                                 Nonotice, 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 receivedby the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, isproposed, threatened or anticipated with respect to or in connection with theoperation of any properties now or previously owned, leased or operated by theBorrower or any of its Subsidiaries.  Allsuch properties and their existing and, to the Borrower’s knowledge, prior usescomply and at all times have complied with Environmental Laws.  There is no condition on any of suchproperties which is in violation of any Environmental Laws, and neither theBorrower nor any of its Subsidiaries has received any communication from or onbehalf of any governmental authority that any such condition exists.  None of such properties is listed or, to theBorrower’s knowledge, proposed for listing on the National Priorities Listpromulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on anysimilar federal, state or foreign list of sites requiring investigation orcleanup, nor, to the knowledge of the Borrower, is any such propertyanticipated or threatened to be placed on any such list.

####  

#### (vi)                              Therehas been no environmental investigation, study, audit, test, review or otheranalysis conducted of which the Borrower has knowledge in relation to thecurrent or prior business of the Borrower or any property or facility now orpreviously owned, leased or operated by the Borrower or any of its Subsidiarieswhich has not been delivered to the Lenders or will not have been delivered tothe Lenders at least five days prior to the Effective Date.

####  

For purposesof this Section 4.01(x), (i) the terms “Borrower” and “Subsidiary” shallinclude any business or business entity (including a corporation) which is, inwhole or in part, a predecessor of the Borrower or any Subsidiary if the Borroweror such Subsidiary, as a successor to such business or business entity, is orcould be subject to successor liability under applicable law and (ii) anyrepresentation made with respect to properties not presently owned, leased oroperated by the Borrower or any of its Subsidiaries shall be limited toconditions, activities or requirements at or in connection with such propertiesfor which the Borrower or any of its Subsidiaries is or could be subject toliability.

 

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

 

(z)                                   *Obligations Are Senior Debt and Designated Senior Debt*.  All obligations of the Borrower and the SubsidiaryGuarantors under this Agreement, the Notes, the Guaranty Agreement, the otherLoan Documents are “Senior Debt” and “Designated Senior Debt” within themeaning of, and are entitled to the benefits of, Article X of the indenturesgoverning the Existing Subordinated Notes.

 

ARTICLE 5

COVENANTS OFTHE BORROWER

 

SECTION 5.01                    AffirmativeCovenants.  So long as anyObligation hereunder or under any Loan Document shall remain unpaid, or anyLetter of Credit shall be outstanding, or any Advance

 

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shall be outstanding, or anyLender shall have any Revolving Facility Commitment hereunder, unless theMajority Lenders otherwise consent in writing:

 

(a)                                  *Compliance with Laws, Etc*. The Borrower will perform and promptly comply, and cause each of its Subsidiariesto perform and promptly comply, in all material respects, and cause allproperty of the Borrower and each such Subsidiary to be maintained, used andoperated in all material respects in accordance with all (i) present andfuture laws, ordinances, rules, regulations, orders and requirements(including, without limitation, the Communications Act, Environmental Laws andERISA) of every duly constituted governmental or quasi governmental authorityor agency applicable to the Borrower, any of its Subsidiaries or any of theirproperties, (ii) similarly applicable orders, rules and regulations of anyregulatory, licensing, accrediting, insurance underwriting or ratingorganization or other body exercising similar functions, and(iii) similarly applicable duties or obligations of any kind imposed underany certificate of occupancy, Leasehold or otherwise by law, covenant,conditions, agreement or easement, public or private, in each case except wherethe failure to perform and promptly comply would not result in a materialadverse affect on the business, condition (financial or otherwise), operations,properties or prospects of the Borrower, of any of its Subsidiaries or of theBorrower and its Subsidiaries taken as a whole.

 

(b)                                 *Conduct of Business; Preservation of Existence*.  The Borrower will continue, and cause each ofits Subsidiaries to continue, to engage only in business of the same generaltype as conducted by the Borrower and its Subsidiaries as of the EffectiveDate, and preserve and maintain, and cause each of its Subsidiaries that is acorporation to preserve and maintain, its corporate existence and corporaterights (charter and statutory), and those corporate franchises material to thebusiness or operations of the Borrower or such Subsidiary and to cause each ofits Subsidiaries that is a partnership or limited liability company to preserveand maintain its existence as a partnership or limited liability company andits rights (both under law and pursuant to its partnership or operatingagreement) as such, and those franchises material to the business or operationsof such partnership or limited liability company; provided, that the Borrowershall not be required to preserve any such franchise or rights, or thecorporate, partnership, limited liability company or other existence of anySubsidiary, if the Board of Directors shall determine that the preservationthereof is no longer desirable in the conduct of the Business of the Borrowerand the Subsidiaries, taken as a whole, and the loss thereof is not adverse inany material respect to the Lenders.

 

(c)                                  *Visitation Rights*. The Borrower will at any reasonable time and from time to time, uponreasonable notice permit any Agent or any of the Lenders or any agents orrepresentatives thereof to examine and make copies of and abstracts from the recordsand books of account of, and visit the properties of, the Borrower and any ofits Subsidiaries, and to discuss the business and financial affairs, financesand accounts of the Borrower and any of its Subsidiaries with any of theirofficers or directors and with its independent certified public accountants andadvise such accountants that the Agents and the Lenders have been authorized toexercise all rights of the Borrower to require such accountants to disclose anyand all financial statements and other information of any kind that they mayhave with respect to the Borrower and any of its Subsidiaries and direct suchaccountants to comply with any requirements of any Agent or any Lender for suchinformation.

 

(d)                                 *Maintenance of Insurance*. The Borrower will, and will cause each of its Restricted Subsidiariesto, keep at all times all of their properties which are of an insurable natureinsured against loss or damage with insurers believed by the Borrower to beresponsible to the extent that property of similar character usually is soinsured by corporations similarly situated and

 

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owning like properties in accordance with good business practice; itbeing understood that, with respect to each Real Property encumbered by aMortgage, the Borrower will, and will cause each of its Restricted Subsidiariesto, obtain flood insurance in such total amount as the Administrative Agent orthe Required Lenders may from time to time require, if at any time the area inwhich any improvements located on any such Real Property is designated a “floodhazard area” in any Flood Insurance Rate Map published by the Federal EmergencyManagement Agency (or any successor agency), and otherwise comply with theNational Flood Insurance Program as set forth in the Flood Disaster ProtectionAct of 1973, as amended from time to time.

 

(e)                                  *Payment of Taxes, Etc.* The Borrower will, and will cause each of its Restricted Subsidiariesto, pay prior to delinquency all taxes, assessments and governmental levies thefailure of which to pay could reasonably be expected to result in a materialadverse effect on the condition (financial or otherwise), business or resultsof operations of the Borrower and its Restricted Subsidiaries taken as a whole,except for those taxes contested in good faith by appropriate proceedings.

 

(f)                                    *Maintenance of Properties, Etc.*  The Borrower will cause all properties usedin the conduct of its business or the business of any Restricted Subsidiary tobe maintained and kept in good condition, repair and working order and suppliedwith all necessary equipment and will cause to be made all necessary repairs,renewals, replacements, betterments and improvements thereof, all as in thejudgment of the Borrower  is necessary oradvisable to conduct its business; provided, however, that nothing in this Sectionshall prevent Borrower or any Restricted Subsidiary from discontinuing theoperation or maintenance of any of such properties if such discontinuance is,as determined by the Board of Directors of the Borrower in good faith,desirable in the conduct of its business or the business or any of itsRestricted Subsidiaries.

 

(g)                                 *Maintenance of FCC Licenses, Affiliation Agreements, Etc*.  The Borrower will maintain and preserve, andcause each of its Subsidiaries to maintain and preserve, each license, franchise,permit and other authorization necessary or desirable under the CommunicationsAct or otherwise with respect to which the failure to so maintain and preservewould have a material adverse effect on the business, condition (financial orotherwise), operations, properties or prospects of the Borrower or any suchSubsidiary or on the value or utility to the Borrower or such Subsidiary of anysuch authorization, including, but not limited to, performing and observing(except as otherwise provided bylaw) each term and provision of each networkaffiliation agreement to which it is a party and maintaining each suchagreement in full force and effect, it being understood that failure tomaintain any such network affiliation agreement in full force and effect shallbe deemed to result in such a material adverse effect, such material adverseeffect being deemed to occur at such time as programming ceases to be providedpursuant to such network affiliation agreement, provided that such materialadverse effect shall not be deemed to occur if, prior to the time that suchprogramming ceases, the Borrower or such Subsidiary shall have entered into anetwork affiliation agreement with another network which agreement and networkare reasonably satisfactory to the Majority Lenders.

 

(h)                                 *Plan Contribution*. The Borrower will make, and cause each Subsidiary to make, when due, allcontributions required by law to be made to all Plans.

 

(i)                                     *Liquidity*.  TheBorrower will maintain at all times unrestricted cash and Cash Equivalents ofat least $35,000,000 in the aggregate for the Borrower and its RestrictedSubsidiaries.

 

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(j)                                     *Reports*.  So long asthe Borrower is subject to Section 13(a) or 15(d) of the Exchange Act, theBorrower shall transmit to the Administrative Agent, without cost to theLenders, copies of the annual reports, quarterly reports and other periodicreports which the Borrower is required to file with the Commission pursuant toSection 13(a) or 15(d) of the Exchange Act. If the Borrower is not subject to Section 13(a) or 15(d) of the ExchangeAct, the Borrower shall provide to the Administrative Agent, so long as anyObligation hereunder or under any Loan Document shall remain unpaid, or any Letterof Credit shall be outstanding, or any Advance shall be outstanding, or anyLender shall have any Revolving Commitment hereunder, reports that areconsistent with the annual reports, quarterly reports and other periodicreports which the Borrower would be required to file with the Commission, if itwere subject to Section 13(a) or 15(d), and such documents shall be furnishedto the Administrative Agent on or prior to the date on which such informationwould be required to be filed if the Borrower were subject to Section 13(a) or15(d).  Delivery of such reports,information and documents to the Administrative Agent is for informationalpurposes only and the Administrative Agent’s receipt of such shall notconstitute constructive notice of any information contained therein ordeterminable from information contained therein, including the Borrower’s compliancewith any of its covenants hereunder (as to which the Administrative Agent isentitled to rely exclusively on Officers’ Certificates).

 

(k)                                  *Compliance Certificate*. (i)  The Borrower will deliver tothe Agent, within 105 days after the end of the Borrower’s fiscal year and within60 days after the end of each fiscal quarter of the Borrower that is not afiscal year end, an Officers’ Certificate, one of the signers of which shall bethe principal executive, principal financial or principal accounting officer ofthe Borrower stating that (i) a review of the activities of the Borrower andits Subsidiaries during the preceding fiscal year has been made to determinewhether the Borrower has kept, observed, performed and fulfilled all of itsobligations under this Credit Agreement, (ii) such review was supervised by theOfficers of the Borrower signing such certificate, and (iii) that to the bestknowledge of each Officer signing such certificate, (A) the Borrower has kept,observed, performed and fulfilled each and every covenant contained in thisCredit Agreement and is not in default in the performance or observance of anyof the terms, provisions and conditions of this Credit Agreement (or, if aDefault or Event of Default occurred, describing all such Defaults or Events ofDefault of which each such Officer may have knowledge and what action the Borrowerhas taken or proposes to take with respect thereto), and (B) no event has occurredand remains in existence by reason of which payments on account of theprincipal of, or interest on, the Advances are prohibited or if such event hasoccurred, a description of the event and what action the Borrower is taking orproposes to take with respect thereto.

 

#### (ii)               Solong as not contrary to the then current recommendations of the AmericanInstitute of Certified Public Accountants, the annual financial statementsdelivered pursuant to Section 5.01(j) shall be accompanied by a written statementof the Borrower’s independent public accountants (who shall be a firm ofestablished national reputation reasonably satisfactory to the AdministrativeAgent) that in making the examination necessary for certification of suchfinancial statements nothing has come to their attention that would lead themto believe that the Borrower has violated any provisions of Sections 5.02(a),(b), (c), (d), (f), (g), (j), (k), or (m) or, if any such violation hasoccurred, specifying the nature and period of existence thereof, it beingunderstood that such accountants shall not be liable directly or indirectly toany Person for any failure to obtain knowledge of any such violation.

####  

#### (iii)            TheBorrower will, so long as any Obligation hereunder or under any Loan Documentshall remain unpaid, or any Letter of Credit shall be outstanding, or anyAdvance shall be outstanding, or any Lender shall have any Revolving Commitmenthereunder, deliver to the Agent, promptly after any Officer of the Borrowerbecomes aware of any Default or Event of Default,

 

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#### an Officers’Certificate specifying such Default, Event of Default or default or event of defaultand what action the Borrower is taking or proposes to take with respectthereto.

####  

(l)                                     *Further Assurances*. The Borrower will promptly, upon request by any Agent or any Lenderthrough the Administrative Agent, correct, and cause each party to a LoanDocument to promptly correct, any defect or error that may be discovered in anyLoan Document or in the execution, acknowledgment or recordation thereof.  Promptly, upon request by any Agent or anyLender through the Administrative Agent, the Borrower will also, and will causeeach Subsidiary Guarantor to, do, execute, acknowledge, deliver, record,re-record, file, re-file, register and re-register, any and all such furtheracts, deeds, conveyances, pledge agreements, security agreements, mortgages,deeds of trust, trust deeds, assignments, estoppel certificates, financingstatements and continuations thereof, notices of assignment, transfers,certificates, assurances and other instruments (including but not limited tosubleases or other grants of rights with respect to the Leasehold interests) asany Agent or any Lender through the Administrative Agent may require from timeto time in order (i) to carry out more effectively the purposes of thisAgreement or any other Loan Document, (ii) to subject to the Liens created byany 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 anyof the Loan Documents, (iii) to perfect and maintain the validity,effectiveness and priority of any of the Collateral Documents and the Liensintended to be created thereby, and (iv) to better assure, convey, grant,assign, transfer, preserve, protect and confirm to the Agents and the Lendersthe rights granted or now or hereafter intended to be granted to the Agentsand/or the Lenders under any Loan Document or under any other instrumentexecuted in connection with any Loan Document to which the Borrower or any ofits Subsidiaries is or may become a party.

 

(m)                               *Hazardous Materials; Remediation*.  The Borrower will (i) promptly give notice tothe Lenders in writing of any complaint, order, citation, notice or otherwritten communication from any Person with respect to, or if the Borrowerbecomes aware of, (x) the existence or alleged existence of a violation of anyapplicable Environmental Law or the incurrence of any material liability,obligation, loss, damage, cost, expense, fine, penalty or sanction or therequirement to commence any material remedial action resulting from or inconnection with any air emission, water discharge, noise emission, HazardousMaterial or any other environmental, health or safety matter at, upon, under orwithin any of the properties now or previously owned, leased or operated by theBorrower or any of its Subsidiaries, or due to the operations or activities ofthe Borrower, any Subsidiary or any other Person on or in connection with anysuch property or any part thereof, in each case if the Borrower or any of itsSubsidiaries is or could be subject to liability therefor or (y) any release onany of such properties of Hazardous Materials in a quantity that is reportableunder any applicable Environmental Law; and (ii) promptly comply with anygovernmental requirements requiring the removal, treatment or disposal of suchHazardous Materials or correction of any violation of any material EnvironmentalLaw and provide evidence satisfactory to the Majority Lenders of such compliance.

 

(n)                                 *FCC Filings*.  TheBorrower will, within 30 days of the execution hereof and thereof, file withthe FCC a copy of this Agreement and of each other Loan Document required to befiled with the FCC pursuant to 47 C.F.R. Section 73.3613, and confirm in writing to the Administrative Agent thatsuch copies have been duly and timely filed.

 

(o)                                 *Post-Closing Collateral Matters.*  To the extent not previously delivered as ofthe Effective Date, the applicable Loan Parties shall use their commerciallyreasonable efforts to obtain and deliver to the Collateral Agent, unless waivedor extended by the Collateral Agent in its discretion, with respect to eachMortgage set forth on Schedule 3.01(k), within sixty (60) days after

 

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the Effective Date, the applicable Loan Party will deliver to theCollateral Agent the following:

 

(1)                                  policies of titleinsurance meeting the requirements of Section 3.01(k)(i);

 

(2)                                  a survey meeting therequirements of Section 3.01(k)(ii);

 

#### (3)                                  an amendment to the Mortgage delivered on theEffective Date amending the legal description therein, if necessary in thereasonable judgment of the Collateral Agent, or a new Mortgage, if necessary inthe reasonable judgment of the Collateral Agent, duly executed and acknowledgedmeeting the requirements of Section 3.01(k) of the Credit Agreement; and

####  

#### (4)                                  such other information, approvals, opinionsor documents as the Collateral Agent may reasonably request in connection withthis section.

####  

SECTION 5.02                    Negative Covenants.  Solong as any Obligation hereunder or under any Loan Document shall remainunpaid, or any Letter of Credit shall be outstanding, or any Advanceshall be outstanding, or any Lender shall have any Revolving Commitmenthereunder, without the written consent of the Majority Lenders:

 

(a)                                  *Liens, Etc.*  TheBorrower will not, and will not permit any Subsidiary Guarantor to, directly orindirectly, create, incur, assume or suffer to exist any Lien (other thanPermitted Liens) on any asset now owned or hereafter acquired, or any income orprofits therefrom or assign or convey any right to receive income therefrom tosecure any Indebtedness.

 

(b)                                 *Debt*.  (i)  The Borrower will not, and will not permitany of its Restricted Subsidiaries to, create, incur, assume or directly orindirectly guarantee or in any other manner become directly or indirectlyliable for (“***incur***”) any Indebtedness(including Acquired Debt) or issue any Disqualified Stock if, at the time ofand immediately after giving *pro forma*effect to such incurrence of Indebtedness or issuance of Disqualified Stock,the Debt to Operating Cash Flow Ratio of the Borrower and its Restricted Subsidiariesis more than 7.0:1.

 

#### (ii)                                  Section5.02(b)(i) will not apply to the incurrence of any of the following(collectively, “***Permitted Indebtedness***”):

####  

###### (A)                              Indebtednessunder this Agreement;

######  

###### (B)                                Indebtednessof any Restricted Subsidiary consisting of a guarantee of Indebtedness underthis Agreement;

######  

###### (C)                                Indebtednessowed by any Wholly Owned Restricted Subsidiary to the Borrower or to anotherWholly Owned Restricted Subsidiary, or owed by the Borrower to any Wholly OwnedRestricted Subsidiary; *provided* thatany such Indebtedness shall be at all times held by a Person which is eitherthe Borrower or a Wholly Owned Restricted Subsidiary of the Borrower; and *provided*, *further*, thatupon either (a) the transfer or other disposition of any such Indebtedness to aPerson other than the Borrower or another Wholly Owned Restricted Subsidiary or(b) the sale, lease, transfer or other disposition of shares of Capital Stock(including by consolidation or merger) of any such Wholly Owned RestrictedSubsidiary to a Person other than the Borrower or another Wholly OwnedRestricted Subsidiary, the incurrence of such Indebtedness shall be deemed tobe an incurrence that is not permitted by this clause (C);

 

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###### (D)                               guaranteesby any Restricted Subsidiary that is a Subsidiary Guarantor of any Indebtednessotherwise permitted by this Agreement;

######  

###### (E)                                 Indebtednessarising with respect to Interest Rate Agreement Obligations incurred for thepurpose of fixing or hedging interest rate risk with respect to any floatingrate Indebtedness that is permitted by the terms of the Agreement to beoutstanding;

######  

###### (F)                                 PurchaseMoney Indebtedness and Capital Lease Obligations which do not exceed, asdetermined in accordance with GAAP, $10,000,000 in the aggregate at any onetime outstanding;

######  

###### (G)                                Indebtednessof the Borrower or any Restricted Subsidiary outstanding on the Effective Date;

######  

###### (H)                               anyIndebtedness incurred in connection with or given in exchange for the renewal,extension, substitution, refunding, defeasance, refinancing or replacement ofany Indebtedness described in clauses (A), (B) or (G) above or incurred underthe  Debt to Operating Cash Flow Ratiopursuant to subsection (i) of this Section 5.02(b) (“***RefinancingIndebtedness***”); *provided* that(a) the principal amount of such Refinancing Indebtedness shall not exceed theprincipal amount of the Indebtedness so renewed, extended, substituted,refunded, defeased, refinanced or replaced (plus the premiums paid inconnection therewith and the fees and expenses incurred in connectiontherewith); (b) the Refinancing Indebtedness shall have a Weighted Average Lifeto Maturity equal to or greater than the Weighted Average Life to Maturity ofthe Indebtedness being renewed, extended, substituted, refunded, defeased,refinanced or replaced; and (c) with respect to Refinancing Indebtedness ofSubordinated Indebtedness, such new Indebtedness is subordinated to the Obligationsor the applicable Subsidiary Guarantee, as the case may be, to the same extentas the Indebtedness being refinanced;

######  

###### (I)                                    Indebtednessof the Borrower in addition to that described in clauses (A) through (H) above,and any renewals, extensions, substitutions, refinancings or replacements ofsuch Indebtedness, so long as the aggregate principal amount of all suchIndebtedness incurred pursuant to this clause (I) does not exceed $15,000,000at any one time outstanding.

######  

(c)                                  *Mergers*.  (i)  The Borrower will not consolidate or mergewith or into (whether or not the Borrower is the Surviving Person), or sell,assign, transfer, lease, convey or otherwise dispose of all or substantiallyall of its properties or assets in one or more related transactions, to anotherPerson unless (A) the Surviving Person is a Person organized or existing underthe laws of the United States, any state thereof or the District of Columbia;(B) the Surviving Person (if other than the Borrower) assumes all theobligations of the Borrower under this Credit Agreement in a form reasonablysatisfactory to the Agent; (C) at the time of and immediately after suchDisposition, no Default or Event of Default shall have occurred and becontinuing; (D) the Surviving Person will (I) have Consolidated Net Worth(immediately giving effect to the Disposition on a *pro forma*basis) equal to or greater than the Consolidated Net Worth of the Borrowerimmediately preceding the transaction, and (II) at the time of such Dispositionand after giving *pro forma* effect thereto, theSurviving Person would be permitted to issue at least $1.00 of additional Indebtednesspursuant to Section 5.02(b)(i); and (E) the Liens on and security interests inthe Collateral in each instance granted or to be granted in favor of theCollateral Agent under the Collateral Documents shall be maintained or createdin accordance with the provisions of Section 5.01(l).

 

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(ii)                                  Inthe event of a sale of all or substantially all of the assets of any SubsidiaryGuarantor or all of the Capital Stock of any Subsidiary Guarantor, by way ofmerger, consolidation or otherwise, the Surviving Person of any such merger orconsolidation, or such Subsidiary Guarantor if all of its capital stock issold, shall be released and relieved of any and all Obligations under theSubsidiary Guarantee of such Subsidiary Guarantor if (A) the person or entitysurviving such merger or consolidation or acquiring the capital stock of suchSubsidiary Guarantor is not a Subsidiary of the Borrower, and (B) the NetProceeds from such sale are used after such sale in a manner that complies withthe provisions of Section 5.02(d) concerning the disposition of Net Proceedsfrom an Asset Sale.

####  

(iii)                               Exceptas provided in Section 5.02(c)(ii), no Subsidiary Guarantor shall consolidatewith or merge with or into another Person, whether or not such Person isaffiliated with such Subsidiary Guarantor and whether or not such SubsidiaryGuarantor is the Surviving Person, unless (A) the Surviving Person is a Personorganized or existing under the laws of the United States, any state thereof orthe District of Columbia; (B) the Surviving Person (if other than suchSubsidiary Guarantor) assumes all the Obligations of such Subsidiary Guarantorunder this Credit Agreement in a form reasonably satisfactory to the Agent; (C)at the time of and immediately after such Disposition, no Default or Event ofDefault shall have occurred and be continuing; and (D) the Surviving Personwill have Consolidated Net Worth (immediately after giving *pro forma*effect to the Disposition) equal to or greater than the Consolidated Net Worthof such Subsidiary Guarantor immediately preceding the transaction; *provided*, *however*, thatclause (D) of this Section 5.02(c)(iii) shall not be a condition to amerger or consolidation of a Subsidiary Guarantor if such merger orconsolidation only involves the Borrower and/or one or more Wholly Owned RestrictedSubsidiaries of the Borrower.

####  

(iv)                              Priorto the consummation of any proposed Disposition, merger or consolidation of theBorrower or a Subsidiary Guarantor or the sale of all or substantially all ofthe assets of the Borrower or a Subsidiary Guarantor, the Borrower shalldeliver to the Administrative Agent an Officers’ Certificate stating that suchtransaction complies with this Credit Agreement and an Opinion of Counselstating that such transaction and the supplemental indenture, if required,comply with this Credit Agreement.

####  

(v)                                 Inthe event of any transaction (other than a lease) described in and complyingwith the conditions listed in Sections 5.02(c)(i) or (c)(iii) in which theBorrower or any Subsidiary Guarantor is not the Surviving Person and the SurvivingPerson is to assume all the obligations of the Borrower or any such SubsidiaryGuarantor under the Notes and this Credit Agreement, such Surviving Personshall succeed to, and be substituted for, and may exercise every right andpower of, the Borrower or such Subsidiary Guarantor, as the case may be, andthe Borrower or such Subsidiary Guarantor, as the case may be, would bedischarged from its obligations under this Credit Agreement or its SubsidiaryGuarantee, as the case may be.

####  

(d)                                 *Limitation on Asset Sales*. The Borrower will not, and will not permit any Restricted Subsidiary to,make any Asset Sale unless (i) the Borrower or such Restricted Subsidiary, asthe case may be, receives consideration at the time of such Asset Sale at leastequal to the fair market value (as evidenced by a resolution of the Board ofDirectors set forth in an Officers’ Certificate delivered to the Agent) of theassets or other property sold or disposed of in the Asset Sale, and (ii) atleast 75% of such consideration is in the form of cash or Cash Equivalents; *provided* that for purposes of this covenant “cash” shallinclude the amount of any liabilities (other than liabilities that are by theirterms subordinated to the Obligations or any Subsidiary Guarantee) of theBorrower or such Restricted Subsidiary (as shown on the Borrower’s or suchRestricted Subsidiary’s most recent balance sheet or in the notes thereto) thatare assumed by the

 

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transferee of any such assets or other property in such Asset Sale (andexcluding any liabilities that are incurred in connection with or inanticipation of such Asset Sale), but only to the extent that such assumptionis effected on a basis under which there is no further recourse to the Borroweror any of its Restricted Subsidiaries with respect to such liabilities; *provided*, *further*, thatthe Borrower and such Restricted Subsidiary shall be permitted to make an AssetSale without complying with clause (ii) above to the extent the considerationfor such Asset Sale constitutes Additional Assets and the Liens on and securityinterests in the Additional Assets in each instance granted or to be granted infavor of the Collateral Agent under the Collateral Documents shall be maintainedor created in accordance with the provisions of Section 5.01(l).  In the event of any Asset Sale, the Borrowershall comply with Section 2.07(d).  Uponthe consummation of any Asset Sale permitted by this Section 5.02(d), theCollateral Agent shall, upon the Borrower’s request and at the Borrower’sexpense, release any Liens in favor of the Collateral Agent on property that isthe subject of such Asset Sale.

 

(e)                                  [Intentionallyomitted].

 

(f)                                    *Restricted Payments*.  (i)  The Borrower will not, and will not permitany of its Restricted Subsidiaries to, directly or indirectly, make anyRestricted Payment, unless at the time of and immediately after giving effectto the proposed Restricted Payment (with the value of any such RestrictedPayment, if other than cash, to be determined by the Board of Directors of theBorrower, whose determination shall be conclusive and evidenced by a BoardResolution), (A) no Default or Event of Default (and no event that, afternotice or lapse of time, or both, would become an “event of default” under theterms of any indebtedness of the Borrower or its Restricted Subsidiaries) shallhave occurred and be continuing or would occur as a consequence thereof, (B)the Borrower could incur at least $1.00 of additional Indebtedness pursuant tothe provisions of Section 5.02(b)(i) and (C) the aggregate amount of all RestrictedPayments made after September 30, 1994 shall not exceed the sum of (I) anamount equal to the Borrower’s Cumulative Operating Cash Flow less 1.4 timesthe Borrower’s Cumulative Consolidated Interest Expense, plus (II) theaggregate amount of all net cash proceeds received after September 30, 1994 bythe Borrower (but excluding the net cash proceeds received by the Borrower fromits initial public offering of Class A Common Stock on or about November 14,1994) from the issuance and sale (other than to a Restricted Subsidiary) ofCapital Stock (other than Disqualified Stock) to the extent that such proceedsare not used to redeem, repurchase, retire or otherwise acquire Capital Stockor any Indebtedness of the Borrower or any Restricted Subsidiary pursuant toclause (B) of Section 5.02(f)(ii).

 

(ii)                                  Theprovisions of Section 5.02(f)(i) will not prohibit, so long as there is noDefault or Event of Default continuing, the following actions (collectively, “***Permitted Payments***”):

####  

###### (A)                              thepayment of any dividend within 60 days after the date of declaration thereof,if at such declaration date such payment would have been permitted under thisCredit Agreement, and such payment shall be deemed to have been paid on suchdate of declaration for purposes of clause (C) of Section 5.02(f)(i); and

######  

###### (B)                                theredemption, repurchase, retirement or other acquisition of any Capital Stock orany Indebtedness of the Borrower in exchange for, or out of the proceeds of,the substantially concurrent sale (other than to a Restricted Subsidiary) ofCapital Stock of the Borrower (other than any Disqualified Stock).

######  

(g)                                 *Limitation on Dividends and Other Payment Restrictions AffectingRestricted Subsidiaries*.  TheBorrower will not, and will not permit any of its Restricted Subsidiaries to, directly

 

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or indirectly, create or otherwise cause or suffer to exist or becomeeffective any encumbrance or restriction on the ability of any RestrictedSubsidiary to (i) pay dividends or make any other distributions to the Borroweror any other Restricted Subsidiary on its Capital Stock or with respect to anyother interest or participation in, or measured by, its profits, or pay any Indebtednessowed to the Borrower or any other Restricted Subsidiary, (ii) make loans oradvances to the Borrower or any other Restricted Subsidiary, or (iii) transferany of its properties or assets to the Borrower or any other RestrictedSubsidiary, except for such encumbrances or restrictions existing under or byreason of (a) this Credit Agreement and any amendments, restatements, renewals,replacements or refinancings thereof, (b) applicable law, (c) anyinstrument governing Indebtedness or Capital Stock of an Acquired Person by theBorrower or any of its Restricted Subsidiaries as in effect at the time of suchacquisition (except to the extent such Indebtedness was incurred in connectionwith such acquisition); *provided* that(1) such restriction is not applicable to any Person, or the properties orassets of any Person, other than the Acquired Person, and (2) the consolidatednet income of an Acquired Person for any period prior to such acquisition shallnot be taken into account in determining whether such acquisition was permittedby the terms of this Credit Agreement, (d) by reason of customarynon-assignment provisions in leases entered into in the ordinary course ofbusiness and consistent with past practices, (e) Purchase Money Indebtednessfor property acquired in the ordinary course of business that only imposerestrictions on the property so acquired, (f) an agreement for the sale or dispositionof the Capital Stock or assets of such Restricted Subsidiary; *provided* that such restriction is only applicable to suchRestricted Subsidiary or assets, as applicable, and such sale or dispositionotherwise is permitted under the covenant described under Section 5.02(d); and *provided*, further, that such restriction or encumbranceshall be effective only for a period from the execution and delivery of suchagreement through a termination date not later than 270 days after suchexecution and delivery or (g) Refinancing Indebtedness permitted herein; *provided* that the restrictions contained in the agreementsgoverning such Refinancing Indebtedness are no more restrictive in the aggregatethan those contained in the agreements governing the Indebtedness beingrefinanced immediately prior to such refinancing.

 

(h)                                 *Fiscal Year*.  TheBorrower will not change its fiscal year from a fiscal year ending December 31.

 

(i)                                     *Stay, Extension and Usury Laws*.  The Borrower covenants (to the extent that itmay lawfully do so) that it will not at any time insist upon, plead, or in anymanner whatsoever claim or take the benefit or advantage of, any stay, extensionor usury law wherever enacted, now or at any time hereafter in force, thatmight affect the covenants or the performance of its obligations under thisCredit Agreement; and the Borrower (to the extent it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law, and covenants thatit will not, by resort to any such law, hinder, delay or impede the executionof any power granted to the Agent pursuant to this Credit Agreement, but willsuffer and permit the execution of every such power as though no such law hasbeen enacted.

 

(j)                                     *Limitation on Transactions with Affiliates*.  The Borrower will not, and will not permitany Restricted Subsidiary to, directly or indirectly, enter into or suffer toexist any transaction or series of related transactions (including, withoutlimitation, the sale, purchase, exchange or lease of assets, property orservices) with any Affiliate of the Borrower (other than the Borrower or aWholly Owned Restricted Subsidiary) unless (i) such transaction or series oftransactions is on terms that are no less favorable to the Borrower or suchRestricted Subsidiary, as the case may be, than would be available in acomparable transaction in arm’s length dealings with an unrelated third party,and (ii) (a) with respect to any transaction or series of transactionsinvolving aggregate payments in excess of $1,000,000, the Borrower delivers anOfficers’ Certificate to the Administrative Agent certifying that such transactionor series of related transactions complies

 

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with clause (i) above and such transaction or series of relatedtransactions has been approved by a majority of the members of the Board ofDirectors of the Borrower (and approved by a majority of the IndependentDirectors or, in the event there is only one Independent Director, by suchIndependent Director), and (b) with respect to any transaction or series oftransactions involving aggregate payments in excess of $5,000,000, an opinionas to the fairness to the Borrower or such Restricted Subsidiary from a financialpoint of view issued by an investment banking firm of national standing.  Notwithstanding the foregoing, this provisionwill not apply to (i) employment agreements or compensation or employee benefitarrangements with any officer, director or employee of the Borrower enteredinto in the ordinary course of business (including customary benefitsthereunder), (ii) any transaction entered into by or among the Borrower or oneof its Wholly Owned Restricted Subsidiaries with one or more Wholly OwnedRestricted Subsidiaries of the Borrower, and (iii) the national advertisingrepresentation agreements between the Borrower (or any of its RestrictedSubsidiaries) and Adam Young, Inc. existing on the date hereof (and anyrenewals, extensions or replacements thereof, and any future such agreementswith respect to television stations acquired by the Borrower or its RestrictedSubsidiaries after the date hereof, so long as such renewals, extensions,replacements or future agreements are on terms substantially similar to thoseof such existing agreements) and other transactions in existence on the datehereof.

 

(k)                                  *Limitation on Subsidiary Capital Stock*.  The Borrower will not permit any RestrictedSubsidiary of the Borrower to issue any Capital Stock, except for (i) CapitalStock issued to and held by the Borrower or a Wholly Owned RestrictedSubsidiary, and (ii) Capital Stock issued by a Person prior to the time (a)such Person becomes a Restricted Subsidiary, (b) such Person merges with orinto a Restricted Subsidiary or (c) a Restricted Subsidiary merges with or intosuch Person; *provided* that such Capital Stockwas not issued by such Person in anticipation of the type of transactioncontemplated by clauses (a), (b) or (c).

 

(l)                                     *Future Subsidiary Guarantors*.  The Borrower and each Subsidiary Guarantorshall cause each Restricted Subsidiary of the Borrower which, after the datehereof (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary tobecome an Additional Subsidiary Guarantor which shall be bound by the Guaranteeof the Obligations in the form set forth herein, shall pledge all of its assetspursuant to the Security Agreement and comply with all requirements of theSecurity Agreement.

 

(m)                               *Limitation on Certain Transfers of Assets*.  The Borrower and the Subsidiary Guarantorswill not sell, convey, transfer or otherwise dispose of their respective assetsor properties to any of the Borrower’s Subsidiaries (other than another SubsidiaryGuarantor where the Liens on and security interests in the Collateral in eachinstance granted or to be granted in favor of the Collateral Agent under theCollateral Documents is maintained or created in accordance with the provisionsof Section 5.01(l)), except for sales, conveyances, transfers or otherdispositions made in the ordinary course of business and except for capitalcontributions to any Restricted Subsidiary, the only material assets of whichare broadcast licenses.  For purposes ofthis provision, any sale, conveyance, transfer, lease or other disposition ofproperty or assets, having a fair market value in excess of (i) $1,000,000 forany sale, conveyance, transfer, lease or disposition or series of relatedsales, conveyances, transfers, leases and dispositions and (ii) $5,000,000 inthe aggregate for all such sales, conveyances, transfers, leases or dispositionsin any fiscal year of the Borrower shall not be considered “in the ordinarycourse of business.”

 

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ARTICLE 6

EVENTS OFDEFAULT

 

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

 

(a)                                  TheBorrower shall fail to pay within ten days of the due date any interest on anyNote, shall fail to reimburse any drawing under any Letter of Credit or shallfail to pay when due any principal on any Note, any fees or other amountspayable under any Loan Document; or

 

(b)                                 Anyrepresentation or warranty made by any Loan Party in or in connection with anyLoan Document or any amendment thereto to which it is a party or anycertificate or financial information delivered pursuant to any Loan Document orany amendment thereto shall prove to have been incorrect in any materialrespect when made; or

 

(c)                                  AnyLoan Party (i) shall fail to perform or observe any term, covenant or agreementcontained in Section 2.18, 5.01 or 5.02 of this Agreement, in any Mortgage, in ArticlesII, III, IV, V, VI, VII or VIII of the Security Agreement or in any other provisionof any Collateral Document that is comparable to any such Section of theSecurity 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 performedor observed, in each case, if such failure shall remain unremedied for 30 daysafter written notice thereof shall have been given to the Borrower by theAdministrative Agent or any Lender; or

 

(d)                                 TheBorrower or any Subsidiary shall fail to make when due or within any applicablegrace period any payment in respect of any Material Financial Obligations(other than the Notes issued under this Agreement); any event or conditionshall occur which results in the acceleration of the maturity of any Debt(excluding Debt evidenced by the Notes issued under this Agreement) of theBorrower or any of its Subsidiaries (as the case may be) having an aggregateunpaid principal amount in excess of $5,000,000 or enables (or, with the givingof notice or lapse of time or both, would enable) the holder of such Debt orany 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 becomesdue any rental payments in respect of any leases (other than payments withrespect to Capital Lease Obligations) requiring in the aggregate, annual leasepayments in excess of $5,000,000, and such failure shall continue after theapplicable grace period, if any, specified in the lease or leases relating tosuch 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 requiredprepayment), prior to the stated maturity thereof; or

 

(e)                                  Any“Event of Default” as defined in any document or instrument governing SubordinatedIndebtedness or Senior Debt, in each case in principal amount in excess of$5,000,000; or

 

(f)                                    TheBorrower or any of its Subsidiaries shall generally not pay its debts as suchdebts become due, or shall admit in writing its inability to pay its debtsgenerally, or shall make a general assignment for the benefit of creditors; orany proceeding shall be instituted by or against the Borrower or any of itsSubsidiaries seeking to adjudicate it a bankrupt or insolvent, or seekingliquidation, 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 anorder for relief or the appointment of a receiver, trustee, or

 

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other similar official for it or for any substantial part of itsproperty and, in the case of any such proceeding instituted against it (but notinstituted by it), either such proceeding shall remain undismissed or unstayedfor 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 theappointment of a receiver, trustee, custodian or other similar official for itor any substantial part of its property) shall occur; or the Borrower or any ofits Subsidiaries shall take any corporate action to authorize any of theactions set forth above in this subsection (f); or

 

(g)                                 Oneor more judgments or orders for the payment of money aggregating more than$5,000,000 shall be rendered against the Borrower or any of its Subsidiariesand either (i) enforcement proceedings shall have been commenced by anycreditor upon such judgment(s) or order(s) or (ii) there shall be any period of10 consecutive days (or, if such proceedings are in a state court, such longerperiod (not to exceed 30 days) following the entry of such judgment or orderduring which the Borrower shall be entitled under applicable state law to filean 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 ineffect; or

 

(h)                                 Atany time after the Effective Date, any Collateral Document after deliverythereof shall for any reason cease to create a valid and perfected firstpriority security interest in any Collateral purported to be covered thereby;or

 

(i)                                     TheFCC shall designate for hearing any station license or permit held by theBorrower or any of its Subsidiaries (i) to determine whether the stationlicense or permit should be revoked or modified in a materially adverse manner,(ii) to determine whether the station license should be renewed or (iii) todetermine whether an application for renewal of a license for a station operatedby the Borrower or any of its Subsidiaries should be granted or whether the applicationof another party for said frequency or channel should be granted and in eachsuch case there is a reasonable possibility of an adverse decision which couldadversely affect the condition (financial or otherwise), operations orproperties of the Borrower or such Subsidiary; or

 

(j)                                     VincentYoung, Adam Young, members of their respective immediate families, Personscontrolled (as defined in the definition of “Affiliate”) by Vincent Young, AdamYoung or members of their respective immediate families and members ofmanagement of the Borrower shall fail to hold, in the aggregate for all suchindividuals and other Persons, record and beneficial title to at least 40% (bynumber of votes) of the Voting Stock of the Borrower; or

 

(k)                                  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 PermittedHolders, is or becomes the “beneficial owner” (as defined in Rule 13d-3 and13d-5 promulgated by the Securities and Exchange Commission under said Act,except that a Person shall be deemed to have beneficial ownership of all sharesthat such Person has the right to acquire, whether such right is exercisableimmediately or only after the passage of time), directly or indirectly, of morethan 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 lesserpercentage of such Voting Stock than such other Person and do not have the rightor ability by voting power, contract or otherwise to elect or designate forelection a majority of the board of directors of the Borrower; or (ii) duringany period of two consecutive years, individuals who at the beginning of suchperiod constituted the board of directors of the Borrower (together with anynew directors whose election to such board of directors, or whose nominationfor election by the stockholders of the Borrower, was approved by a vote of66 2/3% of the directors then still in office who were either directors atthe beginning of such period or whose election or nomination for election waspreviously so approved)

 

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shall cease for any reason to constitute a majority of the board ofdirectors of the Borrower then in office;

 

then, and inany such event, the Administrative Agent (i) shall at the request, or may withthe consent, of the Majority Lenders, by notice to the Borrower, declare theobligation of each Lender to make Advances and the obligation of the IssuingBank to issue Letters of Credit to be terminated, whereupon the same shallforthwith terminate, and (ii) shall at the request, or may with the consent, ofthe Majority Lenders, by notice to the Borrower, declare the Notes, all interestthereon, all Letter of Credit Obligations, all Letter of Credit Fees and allother 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 beforthwith due and payable, without presentment, demand, protest or furthernotice 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 anySubordinated Indebtedness or the commencement of any voluntary proceeding orthe taking of any corporate action referred to in subsection (f) above, or theactual or deemed entry of an order for relief with respect to the Borrower orany 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 theIssuing Bank to issue Letters of Credit shall automatically be terminated and(B) the Notes, all such interest and all such amounts shall automatically becomeand be due and payable, without presentment, demand, protest or any notice ofany kind, all of which are hereby expressly waived by the Borrower.

 

SECTION 6.02                    Cash Cover.  The Borrower agrees, in addition to theprovisions of Section 6.01 hereof, that upon the occurrence and during thecontinuance of any Event of Default, it shall, if requested by theAdministrative Agent upon the instruction of Lenders having more than 50% inaggregate amount of the outstanding Term Loans and Revolving FacilityCommitments (or, if the Revolving Facility Commitments shall have beenterminated, holding at least 50% of the outstanding Term Loans and Letter ofCredit Obligations), pay to the Administrative Agent an amount in immediatelyavailable funds equal to the aggregate amount available for drawing under allLetters of Credit then outstanding at such time, and such funds shall be heldas collateral pursuant to arrangements satisfactory to the AdministrativeAgent; provided that, upon the occurrence of any Event of Default specified inclause (f) of Section 6.01 with respect to the Borrower, the Borrower shall paysuch amount forthwith without any notice or demand or any other act by theAdministrative Agent or any Lender.

 

SECTION 6.03                    Applicationof Proceeds.  The proceedsreceived by the Collateral Agent in respect of any sale of, collection from orother realization upon all or any part of the Collateral pursuant to theexercise by the Collateral Agent of its remedies shall be applied, in full orin part, together with any other sums then held by the Collateral Agentpursuant to this Agreement, promptly by the Collateral Agent as follows:

 

(a)                                  *First*, to the payment of all reasonable costs and expenses,fees, commissions and taxes of such sale, collection or other realizationincluding compensation to the Collateral Agent and its agents and counsel, andall expenses, liabilities and advances made or incurred by the Collateral Agentin connection therewith and all amounts for which the Collateral Agent isentitled to indemnification pursuant to the provisions of any Loan Document,together with interest on each such amount at the highest rate then in effectunder this Agreement from and after the date such amount is due, owing orunpaid until paid in full;

 

(b)                                 *Second*, to the payment of all other reasonable costs andexpenses of such sale, collection or other realization including compensationto the other Secured Parties and their agents and counsel and all costs, liabilitiesand advances made or incurred by the other Secured Parties in connectiontherewith, together with interest on each such amount at the highest rate

 

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then in effect under this Agreement from and after the date such amountis due, owing or unpaid until paid in full;

 

(c)                                  *Third*, without duplication of amounts applied pursuant toclauses (a) and (b) above, to the indefeasible payment in full in cash, *pro rata*, of interest and other amounts constituting Obligations(other than principal and Letter of Credit reimbursement obligations) and anyfees, premiums and scheduled periodic payments due under hedging agreementsconstituting Secured Obligations and any interest accrued thereon, in each caseequally and ratably in accordance with the respective amounts thereof then dueand owing;

 

(d)                                 *Fourth*, to the indefeasible payment in full in cash, *pro rata*, of principal amount of the Obligations (includingLetter of Credit reimbursement obligations) and any breakage, termination orother payments under hedging agreements constituting Secured Obligations andany interest accrued thereon; and

 

(e)                                  *Fifth*, the balance, if any, to the person lawfully entitledthereto (including the applicable Loan Party or its successors or assigns) oras a court of competent jurisdiction may direct.

 

In the event that any such proceeds areinsufficient to pay in full the items described in clauses (a) through (e)of this Section 6.03, the Loan Parties shall remain liable,jointly and severally, for any deficiency.

 

ARTICLE 7

THE AGENTS

 

SECTION 7.01                    Appointmentand Authorization.  EachLender appoints and authorizes each Agent to take such action as agent on itsbehalf and to exercise such powers under this Agreement, the Notes and the CollateralDocuments 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 andpowers under this Agreement as any other Lender and may exercise or refrainfrom exercising the same as though it were not an Agent.  Each Agent and each of their respectiveaffiliates may accept deposits from, lend money to, acquire equity interests inand generally engage in any kind of business with the Borrower or any Subsidiaryor affiliate of the Borrower as if it were not an Agent hereunder.

 

SECTION 7.03                    Actions byAgents and Lead Arrangers. The obligations of the Agents hereunder are only those expressly setforth herein and neither the Agents nor the Lead Arrangers shall have or bedeemed to have any fiduciary relationship with any Lender, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilitiesshall be read into this Agreement or otherwise exist with respect to the Agentsor the Lead Arrangers.  Without limitingthe generality of the foregoing, no Agent shall be required to take any actionwith respect to any Default, except as expressly provided in Article 6 or Section7.09.  The Lender identified in thisAgreement as the Documentation Agent shall not have any right, power,obligation, liability, responsibility or duty under this Agreement other thanthose applicable to all Lenders as such. Without limiting the foregoing, the Documentation Agent shall not haveor be deemed to have a fiduciary relationship with any Lender.

 

SECTION 7.04                    Consultationwith Experts.  Each of theAgents and Lead Arrangers may consult with legal counsel (who may be internalcounsel or counsel for the Borrower), independent

 

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public accountants and otherexperts selected by it and shall not be liable for any action taken or omittedto be taken by it in good faith in accordance with the advice of such counsel,accountants or experts.

 

SECTION 7.05                    Liabilityof Agents and Lead Arrangers. No Agent or Lead Arranger or any of such Agent’s or Lead Arrangers’ affiliatesnor any of their respective directors, officers, agents, or employees shall beliable for any action taken or not taken by it in connection herewith (i) withthe consent or at the request of the Majority Lenders or (ii) in the absence ofits own gross negligence or willful misconduct. No Agent or Lead Arranger 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 inconnection with this Agreement or any borrowing hereunder; (ii) the performanceor observance of any of the covenants or agreements of the Borrower; (iii) thesatisfaction of any condition specified in Article 3, except receipt of itemsrequired to be delivered to the Administrative Agent; or (iv) the validity,effectiveness or genuineness of this Agreement, the Notes or any otherinstrument or writing furnished in connection herewith.  No Agent or Lead Arranger shall incur anyliability by acting in reliance upon any notice, consent, certificate,statement, or other writing (which may be a bank wire, telex or similarwriting) believed by it to be genuine or to be signed by the proper party orparties.

 

SECTION 7.06                    Indemnification.  Each Lender shall, ratably in accordance withits Lender Share, indemnify each of the Agents, Lead Arrangers and the IssuingBank, their respective affiliates and the directors, officers, agents andemployees of each of the Agents, Lead Arrangers and the Issuing Bank or oftheir respective affiliates (each an “Indemnitee”) (to the extent not reimbursedby the Borrower) against any cost, expense (including reasonable counsel feesand disbursements), claim, demand, action, loss or liability (except such asresult from the Indemnitee’s gross negligence or willful misconduct) that the Indemniteemay suffer or incur in connection with this Agreement or any action taken oromitted by the Indemnitee hereunder.  Theprovisions of this Section 7.06 shall survive any termination of this Agreement.

 

SECTION 7.07                    Credit Decision.  Each Lender acknowledges that it has, independentlyand 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 asit has deemed appropriate, made its own credit analysis and decision to enterinto this Agreement.  Each Lender alsoacknowledges that it will, independently and without reliance upon any Agent,any Lead Arranger, any Agent’s affiliate, any Lead Arranger’s affiliate, anyother Lender or any of their respective directors, officers, agents or employees,and based on such documents and information as it shall deem appropriate at thetime, continue to make its own credit decisions in taking or not taking anyaction under this Agreement.

 

SECTION 7.08                    Successor Agent.  Any Agent may resign at any time by givingwritten notice thereof to the Lenders and the Borrower.  Upon any such resignation, the MajorityLenders shall have the right to appoint a successor to such Agent.  If no such successor for such Agent shallhave been so appointed by the Majority Lenders, and shall have accepted suchappointment within 30 days after the retiring Agent gives notice ofresignation, then the retiring Agent may, on behalf of the Lenders, appoint a successorAgent, which shall be a Lender organized or licensed under the laws of theUnited States of America or of any State thereof and having a combined capitaland surplus of at least $50,000,000. Upon the acceptance of its appointment as an Agent hereunder by asuccessor Agent in the same capacity, such successor Agent shall thereuponsucceed to and become vested with all the rights and duties of the retiringAgent, and the retiring Agent shall be discharged from its duties andobligations hereunder.  After anyretiring Agent’s resignation hereunder, the provisions of this Article shallinure to its benefit as to any actions taken or omitted to be taken by it whileit was an Agent.

 

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SECTION 7.09                    Notice ofDefault; Collateral Documents.

 

### (a)                                  TheAdministrative Agent shall not be deemed to have knowledge or notice of theoccurrence of any Default or Event of Default hereunder unless theAdministrative Agent has received notice from a Lender or the Borrower or anySubsidiary Guarantor referring to this Agreement, describing such Default orEvent of Default and stating that such notice is a “notice of default”.  If the Administrative Agent receives such anotice, it shall give prompt notice thereof to each of the Lenders.

###  

### (b)                                 Subjectto Section 8.01, as to any matters not expressly provided for in the CollateralDocuments (including the timing and methods of realization upon anyCollateral), the Collateral Agent shall act or refrain from acting in accordancewith written instructions from the Majority Lenders or, in the absence of suchinstructions, in accordance with its discretion, provided that the CollateralAgent shall not be obligated to take any action if the Collateral Agentbelieves that such action is or may be contrary to any applicable law or mightcause the Collateral Agent to incur any loss or liability for which it has notbeen indemnified to its reasonable satisfaction.

###  

### (c)                                  TheCollateral Agent shall not be responsible for the existence, genuineness orvalue of any Collateral or for the validity, perfection, priority or enforceability of the security interests in any Collateral, whether impaired byoperation of law or by reason of any action or omission to act on its partunder any Collateral Document.  TheCollateral Agent shall have no duty to ascertain or inquire as to the performanceor observance of any terms of any Collateral Document by any Person.

###  

# ARTICLE 8MISCELLANEOUS

#  

SECTION 8.01                    Amendments, Etc.

 

### (a)                                  Noamendment or waiver of any provision of this Agreement, any Note or any otherLoan Document, nor consent to any departure by the Borrower therefrom, nor anyrelease of Collateral other than as expressly provided for in this Agreement orany Loan Document, shall in any event be effective unless the same shall be inwriting and signed by the Majority Lenders (and, if the rights or duties of anyAgent or the Issuing Bank are affected thereby, by such Agent or the IssuingBank as the case may be), and then such waiver or consent shall be effectiveonly in the specific instance and for the specific purpose for which given, providedthat no such amendment, waiver or consent shall, unless in writing and signedby all Lenders, do any of the following:

###  

(1)                                  waiveany of the conditions specified in Article 3,

 

(2)                                  changethe percentage of the Lender Shares or the percentage of any of the Commitmentsor of the aggregate unpaid principal amount of the Notes, or the number ofLenders, which shall be required for the Lenders or any of them to take any actionhereunder,

 

(3)                                  amendthis Section 8.01, or

 

(4)                                  changethe definition of Majority Lenders or the definitions contained in Section8.01(b);

 

##### and *provided further*that no such amendment, waiver or consent shall, unless in writing and signedby all Lenders holding Term Loans and Revolving Facility Commitments, do any ofthe following:

 

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(1)                                  increasethe Commitments or subject such Lenders to any additional obligations,

 

(2)                                  reducethe principal of or the interest rate or accrued interest on the Advances orthe amount of any Letter of Credit Obligations or any fees to any such Lendersor modify the ratable sharing of payments under any Loan Document,

 

(3)                                  postponeany date for the payment of interest or fees in respect of any Advances, or

 

(4)                                  postponethe Revolving Facility Termination Date or Term Loan Termination Date;

 

and *provided**further* that nosuch amendment, waiver or consent shall:

 

(1)                                  reducethe amount or extend the payment date of any mandatory repayment or prepaymentof any Revolving Advances pursuant to Section 2.07(d), unless it is in writingand signed by the Majority RC Lenders (as defined in Section 8.01(b)); providedthat no such date shall be postponed beyond the Revolving Facility TerminationDate (except as expressly contemplated by the third proviso to this Section8.01(a)) unless it is in writing and signed by all Lenders with RevolvingFacility Commitments,

 

(2)                                  expresslyamend, modify, supplement or waive any condition precedent in Section 3.02or 3.03 to any Borrowing of Revolving Advances without the written consent ofthe Majority RC Lenders, or

 

(3)                                  reducethe amount or extend the payment date of any Term Loan or any mandatoryrepayment or prepayment of any Term Loans pursuant to Section 2.07(d) or (f),unless it is in writing and signed by the holders of more than 50% of the aggregateoutstanding amount of Term Loans; *provided* thatno such date shall be postponed beyond the Term Loan Maturity Date (except asexpressly contemplated by the third proviso to this Section 8.01(a)) unless itis in writing and signed by all Term Lenders.

 

### (b)                                 Asused in Section 8.01(a), “***Majority RC Lenders***”means Lenders holding more than 50% of the aggregate outstanding amount of theRevolving Facility Commitments or, if the Revolving Facility Commitments havebeen terminated, Revolving Advances.

###  

### (c)                                  Inaddition, notwithstanding the foregoing, this Agreement may be amended to giveeffect to the Incremental Term Loans with the written consent of theAdministrative Agent, the Borrower and holders of Incremental Term Loan Commitmentspursuant to Section 2.20.

###  

### (d)                                 Noamendment or waiver of any provision of any other Loan Document, nor consent toany departure by the applicable Loan Party therefrom, shall be effective exceptin accordance with the terms thereof.

###  

SECTION 8.02                    Notices, Etc..  All notices and other communications providedfor hereunder or under any other Loan Document shall be in writing (includingtelegraphic, telecopy, telex or cable communication) and mailed (prepaidregistered or certified mail, return receipt requested), telegraphed,telecopied, telexed, cabled or delivered (by hand or other courier service): ifto the Borrower, at its address at 599 Lexington Avenue, New York, New York10022, Attention: Vincent J. Young, Chairman, Facsimile: (212) 758-1229, with acopy to Sonnenschein Nath & Rosenthal LLP, 1221 Avenue of the Americas, NewYork, New York, 10020, Attention: Robert L. Winikoff, Esq., Facsimile: (212)768-6800;

 

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if to any Subsidiary Guarantor,at its address c/o the Borrower, 599 Lexington Avenue, New York, New York10022, Attention: Vincent J. Young, Chairman, Facsimile: (212) 758-1229, with acopy to Sonnenschein Nath & Rosenthal LLP, 1221 Avenue of the Americas, NewYork, New York 10020, Attention: Robert L. Winikoff, Esq., Facsimile: (212)768-6800; if to any Bank, at its Domestic Lending Office specified in itsAdministrative Questionnaire; if to any other Lender, at its Domestic Lending Officespecified in the Assignment and Assumption Agreement pursuant to which itbecame a Lender; if to the Syndication Agents, at their addresses at LehmanCommercial Paper, Inc., 745 Seventh Avenue, New York, NY 10019, Attention: WendyLau, Bank Loan Operations, Facsimile: (212) 520 0450, and Merrill Lynch,Pierce, Fenner & Smith Incorporated, 250 Vesey Street, New York, New York10080, Attention [           ],Facsimile: [                ],with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NewYork, Attention: James J. Clark, Facsimile: (212) 269-5420; and if to the Administrative Agent, at its address atWachovia Bank, National Association, Charlotte Plaza, CP-8, 201 South CollegeStreet, Charlotte, NC 28288-0680, Attention: Syndication Agency Services, Facsimile:(704) 383-0288, with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NewYork, Attention:  James J. Clark,Facsimile: (212) 269-5420, or, as to each party, at such other address as shallbe 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 telegraphcompany, sent by telecopy, confirmed by telex answer back or delivered to thecable company, respectively, except that notices and communications to theAdministrative Agent pursuant to Article 2 shall not be effective untilreceived by the Administrative Agent.

 

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

 

SECTION 8.04                    Costs andExpenses; Indemnities. 

 

### (a)                                  TheBorrower agrees to pay on demand all reasonable costs and expenses incurred byany Agent or any Affiliate of an Agent or by a Person acting upon the requestor on behalf of any Agent or any Affiliate of an Agent in connection with thepreparation, execution, delivery, filing, recording, administration,modification and amendment of the Loan Documents and the other documents to bedelivered thereunder (such administration costs and expenses shall include,without limitation, reasonable costs incurred in connection with any audits ofthe Borrower and its Subsidiaries, all costs and expenses incurred inconnection 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 enforcementproceedings resulting therefrom, all filing fees, and the fees and expenses ofcounsel that any Agent or any Affiliate of an Agent may consult, from time totime, 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 retainedby any of said counsel or by any Agent or any Affiliate of an Agent withrespect thereto and with respect to advising any Agent or any Affiliate of anAgent as to its rights and responsibilities under the Loan Documents, and allreasonable costs and expenses, if any (including reasonable fees andout-of-pocket expenses of counsel to any Agent or Affiliate of an Agent, or anyLender or Affiliate of a Lender (including in-house counsel of any Lender or ofsuch Affiliate of a Lender) and all other FCC fees), incurred by any Agent, anyAffiliate of an Agent, any Lender or any Affiliate of a Lender or any Personacting 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 ofthe Loan Documents and the other documents to be delivered under the LoanDocuments.

 

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### (b)                                 TheBorrower agrees to indemnify, pay and hold harmless each Agent, each Affiliateof an Agent, each Lender, each Affiliate of a Lender, each trustee andinvestment advisor of a Lender that is a fund and their respective officers,directors, employees and agents (collectively called the “Indemnitees”) fromand against any and all liabilities, obligations, losses, damages, penalties,actions, judgments, suits, claims, costs, expenses and disbursements of anykind or nature whatsoever (including the fees and disbursements of counsel forsuch Indemnitee in connection with any investigative, administrative or judicialproceeding, whether or not such Indemnitee shall be designated a party thereto,and the expenses of investigation by engineers, environmental consultants andsimilar technical personnel and any commission, fee or compensation claimed byany broker (other than any broker retained by or on behalf of any Agent or anyLender) asserting any right to payment for the transactions contemplatedhereby), which may be imposed on, incurred by or asserted against suchIndemnitee as a result of or in connection with the transactions contemplatedhereby 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 propertynow or previously owned, leased or operated by the Borrower or any of itsSubsidiaries of any Hazardous Materials, (B) arising out of or relating to theoffsite disposal of any materials generated or present on any such property,(C) arising out of or resulting from the environmental condition of any suchproperty or the applicability of any governmental requirements relating toHazardous Materials, whether or not occasioned wholly or in part by anycondition, accident or event caused by any act or omission of the Borrower orany 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 anyEnvironmental Law and (ii) proposed and actual extensions of credit under thisAgreement) and the use or intended use of the proceeds of any Borrowing, exceptthat the Borrower shall have no obligation hereunder to an Indemnitee withrespect to any liability resulting from the gross negligence or willfulmisconduct of such Indemnitee.  To theextent that the undertaking set forth in the immediately preceding sentence maybe unenforceable, the Borrower shall contribute the maximum portion which it ispermitted to pay and satisfy under applicable law to the payment andsatisfaction of all such indemnified liabilities incurred by the Indemnitees orany of them.  Without limiting thegenerality of any provision of this Section, to the fullest extent permitted bylaw, the Borrower hereby waives all rights for contribution or any other rightsof recovery with respect to liabilities, losses, damages, costs and expensesarising under or relating to Environmental Laws that it or its Subsidiariesmight 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 Section6.01 to authorize the Administrative Agent to declare the Notes and the Letterof Credit Obligations due and payable pursuant to the provisions of Section6.01, each Lender (and a Participant thereof) is hereby authorized, subject tothe provisions of Section 8.05(b), at any time and from time to time, to thefullest extent permitted by law (without penalty, sanction or loss ofcollateral), to set off and apply any and all deposits (general or special,time or demand, provisional or final) at any time held and other indebtednessat any time owing to such Lender to or for the credit or the account of theBorrower against any and all of the obligations of the Borrower now orhereafter existing under any Loan Document, irrespective of whether or not suchLender shall have made any demand under such Loan Document and although suchobligations may be unmatured.  EachLender agrees promptly to notify the Borrower after such set-off andapplication made by such Lender, provided that such failure to give such noticeshall not affect the validity of such set-off and application.  The rights of each Lender under this Sectionare 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, byexercising any right of set-off or counterclaim or otherwise, receive paymentof a proportion of the aggregate amount of principal and interest due withrespect to any Note held by it and Letter of Credit Obligations owed to itwhich is greater than the proportion received by any other Lender in respect

 

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### of the aggregate amount of principal andinterest due with respect to any Note held by such other Lender and the Letterof Credit Obligations owed to such other Lender, such adjustments shall be madeas may be required so that all such payments of principal and interest withrespect to the Notes held by the Lenders and Letter of Credit Obligations owedto all Lenders shall be shared by the Lenders *pro rata*.

###  

### (b)                                 TheLenders agree among themselves that, except upon the written consent of theMajority Lenders, no Lender shall, with respect to any Note or other obligationunder any Loan Document, exercise any right described in Section 8.05(a).  If a Lender breaches its obligation under theforegoing sentence, then such Lender shall be deemed to have waived any rightto the benefits of the Collateral Documents, as against any other Lender.  Each Lender waives all rights to enforce anyrights under this Agreement, under the Notes or under any other Loan Documentwithout the prior written consent of the Majority Lenders.  Each Lender further agrees that all rights underthe Collateral Documents shall be exercised only through the AdministrativeAgent.

###  

SECTION 8.06                    BINDINGEFFECT; GOVERNING LAW.  THISAGREEMENT SHALL BECOME EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THEBORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND THE SYNDICATION AGENTSAND WHEN THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED BY EACH BANK THATSUCH BANK HAS EXECUTED IT (WHICH NOTIFICATION MAY BE IN THE FORM OF DELIVERY OFAN EXECUTED SIGNATURE PAGE TO THE ADMINISTRATIVE AGENT BY FACSIMILETRANSMISSION) AND THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT OFTHE BORROWER, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENTS AND EACH LENDERAND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER SHALL NOTHAVE THE RIGHT TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN WITHOUTTHE PRIOR WRITTEN CONSENT OF ALL LENDERS. THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THEAPPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

 

SECTION 8.07                    Successorsand Assigns.

 

### (a)                                  Theprovisions of this Agreement shall be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns, except that theBorrower may not assign or otherwise transfer any of its rights under thisAgreement without the prior written consent of all Lenders.

###  

### (b)                                 AnyLender may at any time grant to one or more commercial banks, mutual funds,financial institutions or other “accredited investors” (as defined inRegulation D of the Securities Act of 1933, as amended) (each a “***Participant***”) participatinginterests in its Revolving Facility Commitment or any or all of its Advances.  In the event of any such grant by a Lender ofa participating interest to a Participant, whether or not any notice thereof isgiven to the Borrower or the Administrative Agent, such Lender shall remainresponsible for the performance of its obligations hereunder, and the Borrowerand the Administrative Agent shall continue to deal solely and directly withsuch Lender in connection with such Lender’s rights and obligations under thisAgreement.  Any agreement pursuant towhich any Lender may grant such a participating interest shall provide thatsuch Lender shall retain the sole right and responsibility to enforce theobligations of the Borrower hereunder including, without limitation, the rightto approve any amendment, modification or waiver of any provision of thisAgreement, provided that such participation agreement may provide that suchLender will not agree to any modification, amendment or waiver of thisAgreement described in clause (w) of the second proviso or clause (w) of thethird proviso or clause (1) of the fourth proviso to Section 8.01(a) (unlessthe participant’s share of

 

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### such Lender’s Revolving Facility Commitmentwould not be increased and any additional obligations imposed on the Lenderswould not be imposed upon the participant) or in clause (v), (x), (y) or (z) ofthe 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 theParticipant.  The Borrower agrees thateach Participant shall, to the extent provided in its participation agreement,be entitled to the benefits of Sections 2.09(e), 2.11, 2.13, 2.15, 2.16, 2.17,2.18 and 8.04 with respect to its participating interest.  An assignment or other transfer which is notpermitted by subsection (c) or (d) below shall be given effect for purposes ofthis Agreement only to the extent of a participating interest granted inaccordance with this subsection (b).

###  

### (c)                                  AnyLender 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 thatinvests in bank loans and any other fund that is managed by the same investmentadvisor of such fund or an Affiliate of such investment advisor as singleAssignee) all or any part (equivalent, except when the Assignee is either anAffiliate of such transferor Lender, already a Lender or a fund managed by thesame investment advisor (or an Affiliate of such investment advisor) as anexisting Lender prior to such assignment, to at least $1,000,000) of its rightsand obligations under this Agreement, and such Assignee shall assume suchrights and obligations in respect of its Commitment and all of its outstandingAdvances, all of its outstanding Letters of Credit and all of its outstandingLetter of Credit Obligations.  When allof the following conditions shall have been satisfied, such Assignee shall be aLender party to this Agreement and shall have all the rights and obligations ofa Lender with a Revolving Facility Commitment and/or Term Loans 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 acorresponding extent, and no further consent or action by any party shall berequired:

###  

### (i)                                     inthe case of an assignment of Revolving Facility Commitments or Revolving Loans,delivery of an Assignment and Assumption Agreement executed by such Assigneeand such transferor Lender, with the subscribed consent of the Borrower and theAdministrative Agent, which consents shall not be unreasonably withheld,delayed or conditioned; *provided* that(i) if the Assignee is an Affiliate of such transferor Lender, a fund managedby the same investment advisor (or an Affiliate of such investment advisor) asan existing Lender, was a Lender immediately prior to such assignment or is aFederal Reserve Bank, no such consents shall be required and (ii) if suchassignment is made while any Event of Default is continuing, the consent of theBorrower shall not be required;

####  

### (ii)                                  inthe case of an assignment of Term Loans, delivery of an Assignment and AssumptionAgreement executed by such Assignee and such transferor Lender, with thesubscribed consent of the Administrative Agent, which consent shall not beunreasonably withheld, delayed or conditioned; provided that if the Assignee isan Affiliate of such transferor Lender, a fund managed by the same investmentadvisor (or an Affiliate of such investment advisor) as an existing Lender, wasa Lender immediately prior to such assignment or is a Federal Reserve Bank, nosuch consent shall be required;

####  

### (iii)                               exceptin the case of the assignments pursuant to the Assignment and AssumptionAgreement, payment by such Assignee to such transferor Lender of an amountequal to the purchase price agreed between such transferor Lender and such Assignee;

####  

### (iv)                              paymentto the Administrative Agent of a non-refundable administrative fee forprocessing such assignment in the amount of $3,500; and

####  

### (v)                                 recordationof such assignment in the Register.

 

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If theAssignee is not incorporated under the laws of the United States of America ora state thereof, it shall deliver to the Borrower and the Administrative Agentcertification as to exemption from deduction or withholding of any UnitedStates federal income taxes in accordance with Section 2.13.

 

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

###  

### (e)                                  Subjectto the provisions of this subsection (e), any Lender may at any time designatean SPC to provide all or a portion of the Advances to be made by such Lenderpursuant to this Agreement; provided that such designation shall not be effectiveunless 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 adesignation agreement acceptable in form and substance to the AdministrativeAgent and the Borrower and the Administrative Agent shall have signed theirrespective consents thereto, such SPC shall become a Designated Lender forpurposes of this Agreement.  The DesignatingLender shall thereafter have the right to permit such Designated Lender toprovide all or a portion of the Advances to be made by such Designating Lenderpursuant to this Agreement, and the making of such Advances or portion thereofshall satisfy the obligation of the Designating Lender to the same extent, andas if, such Advances or portion thereof were made by the DesignatingLender.  As to any Advances or portionthereof made by it, each Designated Lender shall have all the rights that aLender making such Advances or portion thereof would have had under thisAgreement and otherwise; *provided* that(x) its voting rights under this Agreement shall be exercised solely by its DesignatingLender and (y) its Designating Lender shall remain solely responsible to theother parties hereto for the performance of such Designated Lender’sobligations under this Agreement, including its obligations in respect of the Advancesor portion thereof made by it.  Eachparty hereto hereby agrees that (i) no SPC shall be liable for any indemnity orsimilar payment obligation under this Agreement for which a Lender would otherwisebe liable and (ii) no SPC shall be entitled to the benefits of Sections 2.15and 2.17 (or any other increased costs protection provision).  No additional Note shall be required toevidence the Advances or portion thereof made by a Designated Lender; and theDesignating Lender shall be deemed to hold its Note as agent for its DesignatedLender to the extent of the Advances or portion thereof funded by such DesignatedLender.  Each Designating Lender shallact as administrative agent for its Designated Lender and give and receivenotices and other communications on its behalf. Any payments for the account of any Designated Lender shall be paid toits Designating Lender as administrative agent for such Designated Lender andneither the Borrower nor the Administrative Agent shall be responsible for anyDesignating Lender’s application of such payments.  In addition, any Designated Lender may, withnotice to (but without the prior written consent of) the Borrower and theAdministrative Agent, (i) assign all or portions of its interest in anyAdvances to its Designating Lender and (ii) disclose on a confidential basisany non-public information relating to its Advances or portions thereof to anyrating 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 beamended without the prior written consent of each Designating Lender, all orany part of whose Advances are being funded by an SPC at the time of suchamendment.  For the avoidance of doubt,with respect to the Agents, the other Lenders and the Borrower, the DesignatingLender shall for all purposes, including, without limitation, the approval ofany amendment or waiver

 

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### of any provision of any Loan Document or theobligation to pay any amount otherwise payable by the Designating Lender underthe Loan Documents, be the Lender of record hereunder.

###  

### (f)                                    TheAdministrative 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 eachAssignment and Assumption Agreement delivered to and accepted by it and aregister for the recordation of the names and addresses of the Lenders and theRevolving Facility Commitment of, and principal amount of the Advances owingto, each Lender from time to time (the “***Register***”).  All assignments shall be effective only uponrecordation in the Register.  The entriesin the Register shall be conclusive and binding for all purposes, absent manifesterror, and the Borrower, the Administrative Agent and the Lenders may treateach Person whose name is recorded in the Register as a Lender hereunder forall purposes of this Agreement.  The Registershall be available for inspection by the Borrower or any Lender at anyreasonable time and from time to time upon reasonable prior notice.

###  

### (g)                                 Uponits receipt of a completed Assignment and Assumption Agreement that has beenexecuted and consented to in accordance with Section 8.07(c), together with anyNote or Notes subject to such assignment, the Administrative Agent shall (i)accept such Assignment and Assumption Agreement, (ii) record the informationcontained therein in the Register and (iii) give prompt notice thereof to theBorrower.  Except in the case ofassignments pursuant to the Assignment and Assumption Agreement, within fiveDomestic Business Days after its receipt of such notice, the Borrower, at itsown expense, shall execute and deliver to the Administrative Agent in exchangefor the surrendered Note or Notes, appropriate new Note or Notes, to the orderof such Assignee and, if the assigning Lender has retained any RevolvingFacility Commitment or any Advances, appropriate new Note or Notes to the orderof the assigning Lender.  Except in thecase of the assignments pursuant to the Assignment and Assumption Agreement,such new Note or Notes shall be in an aggregate principal amount equal to theaggregate principal amount of such surrendered Note or Notes, shall be datedthe effective date of such Assignment and Assumption Agreement and shallotherwise be in substantially the form of Exhibit A-1 or Exhibit A-2, asapplicable.

###  

### (h)                                 AnyLender may, in connection with any assignment or participation or proposedassignment or participation pursuant to this Section 8.07, disclose to theassignee or participant or proposed assignee or participant, any informationrelating to the Borrower furnished to such Lender by or on behalf of theBorrower; provided that, prior to any such disclosure, the assignee orparticipant or proposed assignee or participant shall agree to preserve theconfidentiality of any confidential information relating to the Borrower receivedby it from such Lender.

###  

SECTION 8.08                    Headings.  Article and Section headings in thisAgreement are included for convenience of reference only and shall notconstitute a part of this Agreement for any other purpose.

 

SECTION 8.09                    Executionin Counterparts; Integration.  ThisAgreement may be executed in any number of counterparts and by differentparties hereto in separate counterparts, each of which when so executed shallbe deemed to be an original and all of which taken together shall constituteone and the same agreement.  This Agreementconstitutes the entire agreement and understanding among the parties hereto andsupersedes any and all prior agreements and understandings, oral or written,relating to the subject matter hereof.

 

SECTION 8.10                    Severabilityof Provisions.  Any provisionof this Agreement which is prohibited or unenforceable in any jurisdictionshall be ineffective to the extent of such prohibition or unenforceabilitywithout invalidating the remaining provisions hereof or affecting the validityor enforce ability of such provision in any other jurisdiction.

 

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SECTION 8.11                    WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, EACH OF THE SYNDICATIONAGENTS, THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS HEREBYIRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THETRANSACTIONS CONTEMPLATED THEREBY.

 

SECTION 8.12                    Submissionto Jurisdiction; Consent to Service of Process.  The Borrower hereby submits to the nonexclusivejurisdiction of the United States District Court for the Southern District ofNew York and of any New York State court sitting in New York City for purposesof all legal proceedings arising out of or relating to this Agreement or thetransactions contemplated hereby.  TheBorrower irrevocably waives, to the fullest extent permitted by law, anyobjection which it may now or hereafter have to the laying of the venue of anysuch proceeding brought in such a court and any claim that any such proceedingbrought in such a court has been brought in an inconvenient forum.  Each of the parties hereto irrevocablyconsents to service of process in the manner provided for notices in Section8.02 (except that process may not be served by telecopy).  Nothing in this Agreement will affect theright of any party to this Agreement to serve process in any other mannerpermitted by law.

 

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

 

SECTION 8.14                    Survival.  The obligations of the Borrower underSections 2.09(e), 2.11, 2.13, 2.17 and 8.04 hereof and the obligations of theLenders under Section 7.06 hereof shall survive the repayment of the Advancesand the Letter of Credit Obligations and the termination of the RevolvingFacility Commitments and the Letters of Credit.

 

SECTION 8.15                    USA PATRIOT Act Notice.  Each Lender that is subject to the Act (ashereinafter defined) and the Administrative Agent (for itself and not on behalfof any Lender) hereby notifies the Borrower that pursuant to the requirementsof the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into lawOctober 26, 2001)) (the “***Act***”), itis required to obtain, verify and record information that identifies Borrower,which information includes the name, address and tax identification number ofBorrower and other information regarding the Borrower that will allow suchLender or the Administrative Agent, as applicable, to identify the Borrower inaccordance with the Act.  This notice isgiven in accordance with the requirements of the Act and is effective as to theLenders and the Administrative Agent.

 

[Signature Pages Follow]

 

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

 
|   | YOUNG  BROADCASTING INC.,                                                          |
|--------|------------------------------------------------------------------------------------|
|   | as Borrower                                                                        |
|   |                                                                               |
|   |                                                                               |
|   | By:                                                                                | /s/ James A. Morgan |   |
|   |                                                                               | Title: Executive Vice  President |
|   |                                                                               |
|   |                                                                               |
|   | WACHOVIA  BANK, NATIONAL                                                           |
|   | ASSOCIATION,  as Administrative Agent, Collateral  Agent, Issuing Bank and Lender  |
|   |                                                                               |
|   |                                                                               |
|   | By:                                                                                | /s/ Frank M. Wessinger |   |
|   |                                                                               | Title: Managing Director |
|   |                                                                               |
|   |                                                                               |
|   | WACHOVIA  CAPITAL MARKETS, LLC, as Joint  Lead Arranger and Joint Lead Book-Runner |
|   |                                                                               |
|   |                                                                               |
|   | By:                                                                                | /s/ Frank M. Wessinger |   |
|   |                                                                               | Title: Managing Director |
|   |                                                                               |
|   |                                                                               |
|   | LEHMAN  COMMERCIAL PAPER INC., as                                                  |
|   | Syndication  Agent and Lender                                                      |
|   |                                                                               |
|   |                                                                               |
|   | By:                                                                                | /s/ V. Paul Arzouian | ** ** |
|   |                                                                               | Title: Authorized Signatory |
|   |                                                                               |
|   |                                                                               |
|   | LEHMAN  BROTHERS INC., as Joint Lead Arranger  and Joint Lead Book-Runner          |
|   |                                                                               |
|   |                                                                               |
|   | By:                                                                                | /s/ V. Paul Arzouian |   |
|   |                                                                               | Title: Senior Vice President |
|   |                                                                               |
|   |                                                                               |

 

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|   | MERRILL  LYNCH, PIERCE, FENNER & SMITH  INCORPORATED, as Syndication Agent, Joint Lead  Arranger and Joint Lead Book-Runner |
|--------|---------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                            |
|   |                                                                                                                            |
|   | By:                                                                                                                             | /s/ Stephen D. Paras |   |
|   |                                                                                                                            | Title: Managing Director |
|   |                                                                                                                            |
|   | MERRILL LYNCH CAPITAL  CORPORATION, as  Lender                                                                                  |
|   |                                                                                                                            |
|   |                                                                                                                            |
|   | By:                                                                                                                             | /s/ Stephen D. Paras |   |
|   |                                                                                                                            | Title: Vice President |
|   |                                                                                                                            |
|   | BNP PARIBAS,  as Documentation Agent and Lender                                                                                 |
|   |                                                                                                                            |
|   |                                                                                                                            |
|   | By:                                                                                                                             | /s/ Gregg W. Bonardi |   |
|   |                                                                                                                            | Title: Director |
|   |                                                                                                                            |
|   | By:                                                                                                                             | /s/ Ola Anderssen |   |
|   |                                                                                                                            | Title: Director |

 

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APPENDIX I

 

**Commitments**

 
| ** **                                              | ** ** | **Term Loan  Commitment** | ** **     | **Revolving  Facility Commitment** | ** **   |
|---------------------------------------------------------|------------|---------------------------|----------------|------------------------------------|--------------|
| Wachovia Bank, National Association                     |       | $                         | 300,000,000.00 |                               | $            | 5,000,000.00 |   |
| Lehman Commercial Paper Inc.                            |       | —                    |           | $                                  | 5,000,000.00 |   |
| Merrill Lynch, Pierce, Fenner & Smith  Incorporated |       | —                    |           | $                                  | 5,000,000.00 |   |
| BNP Paribas                                             |       | —                    |           | $                                  | 5,000,000.00 |   |
|                                                         |            |                           |                |                                    |              |  |  |

 

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