Exhibit 4.1


 


CREDIT AGREEMENT


 


 


Dated as of March 8, 2005


 


 


among


 


 


MALARA BROADCAST GROUP INC.,

as Parent Guarantor


 


 


MALARA BROADCAST GROUP OF DULUTH LLC,

MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC,

MALARA BROADCAST GROUP OF FORT WAYNE LLC, and

MALARA BROADCAST GROUP OF FORT WAYNE LICENSEE LLC,

as Borrowers,


 


 


THE LENDERS LISTED HEREIN,
as Lenders,


 


 


D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.,

as Administrative Agent,


 


and


 


 


DRESDNER BANK AG NEW YORK 

AND GRAND CAYMAN BRANCHES,

as Syndication Agent


 


 


D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.,


as
Arranger


 





















 


TABLE
OF CONTENTS


 


	
  SECTION 1.

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  
	
  1.1

  	
  Certain Defined Terms

  	
  2

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Accounting Terms; Utilization of GAAP for Purposes of Calculations
  Under Agreement

  	
  30

  
	
   

  	
   

  	
   

  
	
  1.3

  	
  Other Definitional Provisions and Rules of
  Construction

  	
  31

  
	
   

  	
   

  
	
  SECTION 2.

  	
  AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

  	
  31

  
	
   

  	
   

  
	
  2.1

  	
  Commitments; Making of Loans; the Register; Optional
  Notes

  	
  31

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Interest on the Loans

  	
  35

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Fees

  	
  39

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Repayments, Prepayments and Reductions of Revolving
  Loan Commitment Amount; General Provisions Regarding Payments; Application of
  Proceeds of Collateral and Payments Under Guaranties

  	
  39

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Use of Proceeds

  	
  46

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  Special Provisions Governing Eurodollar Rate Loans

  	
  47

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  Increased Costs; Taxes; Capital Adequacy

  	
  49

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  Statement of Lenders; Obligation of Lenders to
  Mitigate

  	
  53

  
	
   

  	
   

  	
   

  
	
  2.9

  	
  Replacement of a Lender

  	
  54

  
	
   

  	
   

  
	
  SECTION 3.

  	
  CONDITIONS TO LOANS

  	
  55

  
	
   

  	
   

  
	
  3.1

  	
  Conditions to Term Loans and Initial Revolving Loans

  	
  55

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Conditions to All Loans

  	
  63

  
	
   

  	
   

  
	
  SECTION 4.

  	
  REPRESENTATIONS AND WARRANTIES OF PARENT AND BORROWERS

  	
  63

  
	
   

  	
   

  
	
  4.1

  	
  Organization, Powers, Qualification, Good Standing,
  Business and Subsidiaries

  	
  64

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Authorization of Borrowing, etc

  	
  65

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Financial Condition

  	
  65

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  No Material Adverse Change; No Restricted Junior
  Payments

  	
  66

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  Title to Properties; Liens; Real Property;
  Intellectual Property

  	
  66

  
	
   

  	
   

  	
   

  
	
  4.6

  	
  Litigation; Adverse Facts

  	
  67

  
	
   

  	
   

  	
   

  
	
  4.7

  	
  Payment of Taxes

  	
  67

  
	
   

  	
   

  	
   

  
	
  4.8

  	
  Performance of Agreements

  	
  67

  
				



 


i





















 


	
  4.9

  	
  Governmental Regulation

  	
  68

  
	
   

  	
   

  	
   

  
	
  4.10

  	
  Securities Activities

  	
  68

  
	
   

  	
   

  	
   

  
	
  4.11

  	
  Employee Benefit Plans

  	
  68

  
	
   

  	
   

  	
   

  
	
  4.12

  	
  Certain Fees

  	
  69

  
	
   

  	
   

  	
   

  
	
  4.13

  	
  Environmental Protection

  	
  69

  
	
   

  	
   

  	
   

  
	
  4.14

  	
  Employee Matters

  	
  70

  
	
   

  	
   

  	
   

  
	
  4.15

  	
  Solvency

  	
  70

  
	
   

  	
   

  	
   

  
	
  4.16

  	
  Matters Relating to Collateral

  	
  70

  
	
   

  	
   

  	
   

  
	
  4.17

  	
  Disclosure

  	
  71

  
	
   

  	
   

  	
   

  
	
  4.18

  	
  Acquisition Agreements and Station Agreements

  	
  71

  
	
   

  	
   

  	
   

  
	
  4.19

  	
  Foreign Assets Control Regulations, Etc

  	
  72

  
	
   

  	
   

  	
   

  
	
  4.20

  	
  FCC Licenses and Approvals

  	
  72

  
	
   

  	
   

  
	
  SECTION 5.

  	
  AFFIRMATIVE COVENANTS OF PARENT AND BORROWERS

  	
  73

  
	
   

  	
   

  
	
  5.1

  	
  Financial Statements and Other Reports

  	
  73

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Existence, etc.

  	
  79

  
	
   

  	
   

  	
   

  
	
  5.3

  	
  Payment of Taxes and Claims; Tax

  	
  79

  
	
   

  	
   

  	
   

  
	
  5.4

  	
  Maintenance of Properties; Insurance; Application of
  Net Insurance/ Condemnation Proceeds

  	
  79

  
	
   

  	
   

  	
   

  
	
  5.5

  	
  Inspection Rights; Lender Meeting; Stick Value
  Appraisal

  	
  81

  
	
   

  	
   

  	
   

  
	
  5.6

  	
  Compliance with Laws; Compliance with Indenture;
  Maintenance of FCC Licenses.

  	
  82

  
	
   

  	
   

  	
   

  
	
  5.7

  	
  Environmental Matters

  	
  83

  
	
   

  	
   

  	
   

  
	
  5.8

  	
  Matters Relating to Additional Real Property
  Collateral

  	
  84

  
	
   

  	
   

  	
   

  
	
  5.9

  	
  Deposit Accounts and Cash Management Systems

  	
  85

  
	
   

  	
   

  	
   

  
	
  5.10

  	
  Sale of Stations Following Decrease in Stick Value

  	
  85

  
	
   

  	
   

  	
   

  
	
  5.11

  	
  Minimum Cash Balance

  	
  85

  
	
   

  	
   

  	
   

  
	
  5.12

  	
  Capital Expenditure Reserve

  	
  85

  
	
   

  	
   

  
	
  SECTION 6.

  	
  NEGATIVE COVENANTS OF PARENT AND EACH BORROWER

  	
  86

  
	
   

  	
   

  
	
  6.1

  	
  Indebtedness

  	
  86

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Liens and Related Matters

  	
  87

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Investments; Acquisitions

  	
  88

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Contingent Obligations

  	
  89

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Restricted Junior Payments

  	
  90

  
				



 


ii





















 


	
  6.6

  	
  Financial Covenants

  	
  90

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Restriction on Fundamental Changes; Asset Sales

  	
  92

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Consolidated Capital Expenditures

  	
  93

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Transactions with Shareholders and Affiliates

  	
  94

  
	
   

  	
   

  	
   

  
	
  6.10

  	
  Sales and Lease-Backs

  	
  95

  
	
   

  	
   

  	
   

  
	
  6.11

  	
  Conduct of Business

  	
  95

  
	
   

  	
   

  	
   

  
	
  6.12

  	
  Amendments or Waivers of Certain Agreements

  	
  95

  
	
   

  	
   

  	
   

  
	
  6.13

  	
  Fiscal Year

  	
  96

  
	
   

  	
   

  	
   

  
	
  6.14

  	
  Payment of Granite Actual Incremental Expenses

  	
  96

  
	
   

  	
   

  
	
  SECTION 7.

  	
  EVENTS OF DEFAULT

  	
  96

  
	
   

  	
   

  
	
  7.1

  	
  Failure to Make Payments When Due

  	
  96

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Default in Other Agreements

  	
  97

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Breach of Certain Covenants

  	
  97

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Breach of Warranty

  	
  97

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Other Defaults Under Loan Documents

  	
  98

  
	
   

  	
   

  	
   

  
	
  7.6

  	
  Involuntary Bankruptcy; Appointment of Receiver,
  etc.

  	
  98

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Voluntary Bankruptcy; Appointment of Receiver, etc.

  	
  98

  
	
   

  	
   

  	
   

  
	
  7.8

  	
  Judgments and Attachments

  	
  99

  
	
   

  	
   

  	
   

  
	
  7.9

  	
  Dissolution

  	
  99

  
	
   

  	
   

  	
   

  
	
  7.10

  	
  Employee Benefit Plans

  	
  99

  
	
   

  	
   

  	
   

  
	
  7.11

  	
  Change in Control

  	
  99

  
	
   

  	
   

  	
   

  
	
  7.12

  	
  Invalidity of Loan Documents; Failure of Security;
  Repudiation of Obligations

  	
  99

  
	
   

  	
   

  	
   

  
	
  7.13

  	
  Failure to Consummate Acquisitions; Effect of
  Subsequent FCC Action

  	
  100

  
	
   

  	
   

  	
   

  
	
  7.14

  	
  FCC Licenses

  	
  100

  
	
   

  	
   

  	
   

  
	
  7.15

  	
  Failure to Exhaust Remedies.

  	
  101

  
	
   

  	
   

  
	
  SECTION 8.

  	
  GUARANTY

  	
  101

  
	
   

  	
   

  
	
  8.1

  	
  Guaranty

  	
  101

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Guaranty Absolute; Continuing Guaranty

  	
  102

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Actions by Lenders

  	
  103

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  No Discharge

  	
  103

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Waivers

  	
  104

  
				



 


iii





















 


	
  8.6

  	
  Guarantor’s Rights of Subrogation, Contribution, Etc.; Subordination
  of Other Obligations

  	
  105

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Financial Condition of Borrowers

  	
  105

  
	
   

  	
   

  
	
  SECTION 9.

  	
  ADMINISTRATIVE AGENT

  	
  106

  
	
   

  	
   

  
	
  9.1

  	
  Appointment

  	
  106

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Powers and Duties; General Immunity

  	
  107

  
	
   

  	
   

  	
   

  
	
  9.3

  	
  Independent Investigation by Lenders; No
  Responsibility For Appraisal of Creditworthiness

  	
  109

  
	
   

  	
   

  	
   

  
	
  9.4

  	
  Right to Indemnity

  	
  109

  
	
   

  	
   

  	
   

  
	
  9.5

  	
  Resignation of Agents; Successor Administrative
  Agent

  	
  110

  
	
   

  	
   

  	
   

  
	
  9.6

  	
  Collateral Documents, Guaranties and Tranche A
  Letter of Credit

  	
  110

  
	
   

  	
   

  	
   

  
	
  9.7

  	
  Duties of Other Agents

  	
  111

  
	
   

  	
   

  	
   

  
	
  9.8

  	
  Administrative Agent May File Proofs of Claim

  	
  112

  
	
   

  	
   

  
	
  SECTION 10.

  	
  MISCELLANEOUS

  	
  112

  
	
   

  	
   

  
	
  10.1

  	
  Successors and Assigns; Assignments and
  Participations in Loans

  	
  112

  
	
   

  	
   

  	
   

  
	
  10.2

  	
  Expenses

  	
  116

  
	
   

  	
   

  	
   

  
	
  10.3

  	
  Indemnity

  	
  117

  
	
   

  	
   

  	
   

  
	
  10.4

  	
  Set-Off

  	
  118

  
	
   

  	
   

  	
   

  
	
  10.5

  	
  Ratable Sharing

  	
  118

  
	
   

  	
   

  	
   

  
	
  10.6

  	
  Amendments and Waivers

  	
  119

  
	
   

  	
   

  	
   

  
	
  10.7

  	
  Independence of Covenants

  	
  121

  
	
   

  	
   

  	
   

  
	
  10.8

  	
  Notices; Effectiveness of Signatures

  	
  121

  
	
   

  	
   

  	
   

  
	
  10.9

  	
  Survival of Representations, Warranties and
  Agreements

  	
  121

  
	
   

  	
   

  	
   

  
	
  10.10

  	
  Failure or Indulgence Not Waiver; Remedies
  Cumulative

  	
  122

  
	
   

  	
   

  	
   

  
	
  10.11

  	
  Marshalling; Payments Set Aside

  	
  122

  
	
   

  	
   

  	
   

  
	
  10.12

  	
  Severability

  	
  122

  
	
   

  	
   

  	
   

  
	
  10.13

  	
  Obligations Several; Independent Nature of Lenders’
  Rights; Damage Waiver

  	
  122

  
	
   

  	
   

  	
   

  
	
  10.14

  	
  Release of Security Interest or Guaranty or Other
  Credit Support

  	
  123

  
	
   

  	
   

  	
   

  
	
  10.15

  	
  Governing Law

  	
  123

  
	
   

  	
   

  	
   

  
	
  10.16

  	
  Construction of Agreement; Nature of Relationship

  	
  124

  
	
   

  	
   

  	
   

  
	
  10.17

  	
  Consent to Jurisdiction and Service of Process

  	
  124

  
	
   

  	
   

  	
   

  
	
  10.18

  	
  Waiver of Jury Trial

  	
  125

  
				



 


iv





















 


	
  10.19

  	
  Confidentiality

  	
  125

  
	
   

  	
   

  	
   

  
	
  10.20

  	
  USA Patriot Act

  	
  126

  
	
   

  	
   

  	
   

  
	
  10.21

  	
  Joint and Several Liability of Borrowers

  	
  126

  
	
   

  	
   

  	
   

  
	
  10.22

  	
  Counterparts; Effectiveness

  	
  127

  
	
   

  	
   

  	
   

  
	
  10.23

  	
  Securitization

  	
  127

  



 


v





















 


	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  LENDERS’ COMMITMENTS AND PRO RATA SHARES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1C

  	
  CORPORATE AND CAPITAL STRUCTURE

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1M

  	
  CLOSING DATE MORTGAGED PROPERTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  SUBSIDIARIES OF PARENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.5B

  	
  REAL PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  4.5C

  	
  INTELLECTUAL PROPERTY

  	
   

  
	
   

  	
   

  	
   

  
	
  4.20

  	
  FCC LICENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  CERTAIN EXISTING LIENS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.8

  	
  NOTICE ADDRESSES

  	
   

  



 


vi





















 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  
	
  A-1

  	
  FORM OF NOTICE OF BORROWING

  	
   

  
	
   

  	
   

  	
   

  
	
  A-2

  	
  FORM OF NOTICE OF CONVERSION/CONTINUATION

  	
   

  
	
   

  	
   

  	
   

  
	
  B-1

  	
  FORM OF TRANCHE A TERM NOTE

  	
   

  
	
   

  	
   

  	
   

  
	
  B-2

  	
  FORM OF TRANCHE B TERM NOTE

  	
   

  
	
   

  	
   

  	
   

  
	
  B-3

  	
  FORM OF REVOLVING NOTE

  	
   

  
	
   

  	
   

  	
   

  
	
  C

  	
  FORM OF ASSIGNMENT AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  D

  	
  FORM OF COMPLIANCE CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  E

  	
  FORM OF OPINION OF COUNSEL TO LOAN PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  F

  	
  FORM OF GRANITE GUARANTY

  	
   

  
	
   

  	
   

  	
   

  
	
  G

  	
  FORM OF TRANCHE A LETTER OF CREDIT

  	
   

  
	
   

  	
   

  	
   

  
	
  H

  	
  FORM OF SECURITY AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  I

  	
  FORM OF MORTGAGE

  	
   

  
	
   

  	
   

  	
   

  
	
  J

  	
  FORM OF OFFICER’S CERTIFICATE

  	
   

  



 


vii





















 


MALARA
BROADCAST GROUP INC.

MALARA BROADCAST GROUP OF DULUTH
LLC

MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC
MALARA BROADCAST GROUP OF FORT WAYNE LLC
MALARA BROADCAST GROUP OF FORT WAYNE LICENSEE LLC


 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT is dated as of March 8, 2005, and
entered into by and among MALARA BROADCAST GROUP
INC., a Delaware corporation (“Parent”), MALARA BROADCAST GROUP OF DULUTH LLC, a Delaware limited
liability company (“KDLH(TV)”), MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC, a Delaware
limited liability company (the “Duluth Licensee”,
and, together with KDLH(TV), the “Duluth Borrowers”),
MALARA BROADCAST GROUP OF FORT WAYNE LLC,
a Delaware limited liability company (“WPTA(TV)”), MALARA BROADCAST GROUP OF FORT WAYNE LICENSEE LLC, a
Delaware limited liability company (the “Fort Wayne Licensee”,
and, together with WPTA(TV), the “Fort Wayne Borrowers”;
the Fort Wayne Borrowers and the Duluth Borrowers being each referred to herein
as a “Borrower” and collectively as “Borrowers”), THE FINANCIAL INSTITUTIONS
LISTED ON THE SIGNATURE PAGES HEREOF (each individually referred to
herein as a “Lender” and collectively as “Lenders”), DRESDNER BANK AG NEW YORK
AND GRAND CAYMAN BRANCHES, as Syndication Agent (in such capacity, “Syndication Agent”) and D.B. ZWIRN SPECIAL
OPPORTUNITIES FUND, L.P., as Administrative Agent for Lenders (in
such capacity, “Administrative Agent”).


 


R E C I T A L S


 


WHEREAS,
on the Business Day before the Closing Date, the Fort Wayne Borrowers acquired
all or substantially all of the assets of the Fort Wayne Station from the Fort
Wayne Sellers in consideration of an agreement to pay the cash purchase price
on the date hereof pursuant to the Fort Wayne Acquisition Agreement;


 


WHEREAS,
on the Closing Date, pursuant to the Duluth Acquisition Agreement, the Duluth
Borrowers will acquire all or substantially all of the assets of the Duluth
Station from the Duluth Sellers;


 


WHEREAS,
Granite has agreed to provide certain services to the Duluth Borrowers and the
Fort Wayne Borrowers pursuant to the Duluth Shared Services Agreement and the
Fort Wayne Shared Services Agreement, respectively, and has entered into
certain other Station Agreements with Borrowers;


 


WHEREAS,
Lenders, at the request of Parent, have agreed to extend certain credit
facilities to Borrowers to fund the Acquisition of the assets of the Duluth
Station and the Fort Wayne Station and for the other purposes stated herein;


 


WHEREAS,
each Borrower desires to secure all of the Obligations relating to the Tranche
B Term Loans and Revolving Loans hereunder and under the other Loan Documents
by granting to Administrative Agent, on behalf of Lenders, a first priority
Lien on substantially all


 


1





















 


of its real, personal and mixed
property, including without limitation any FCC Licenses owned by such Borrower,
to the extent permitted by applicable law;


 


WHEREAS,
Parent has agreed to guarantee Obligations with respect to the Tranche B Term
Loans and Revolving Loans hereunder and under the other Loan Documents and to
secure its guaranty by granting to Administrative Agent, on behalf of Lenders,
a first priority Lien on substantially all of its assets (including, without
limitation, the equity interests of its Subsidiaries) pursuant to the
Collateral Documents;


 


WHEREAS,
as permitted by the Indenture, Granite has agreed to guarantee the Obligations
relating to the Tranche B Term Loans and the Revolving Loans hereunder and
under the other Loan Documents;


 


WHEREAS,
a letter of credit will be provided for the benefit of the holders of the
Obligations relating to the Tranche A Term Loans hereunder and under the other
Loan Documents; and


 


WHEREAS,
on and after the Closing Date, each of the Borrowers will be subject to certain
of the terms of the Indenture by virtue of being party to the Station
Agreements;


 


NOW,
THEREFORE, in consideration of the representations,
warranties, covenants and agreements herein contained, the parties hereto agree
as follows:


 


Section 1.                                          DEFINITIONS


 


1.1                               Certain
Defined Terms.


 


The following
terms used in this Agreement shall have the following meanings:


 


 “Acceptable Letter of
Credit Issuer” means a financial institution acceptable to
Administrative Agent that is ordinarily in the business of issuing standby
letters of credit and has a credit rating of at least “A” by S&P or “A2” by
Moody’s.


 


 “Acquisitions”
means, collectively, the Duluth Acquisition and the Fort Wayne Acquisition.


 


“Acquisition Agreements” means, collectively, the Duluth
Acquisition Agreement and the Fort Wayne Acquisition Agreement.


 


“Additional
Mortgaged Property” has the meaning set forth in subsection 5.9.


 


“Additional
Mortgages” has the meaning set forth in subsection 5.9.


 


“Adjusted
Eurodollar Rate” means, for any Interest Rate
Determination Date with respect to an Interest Period for a Eurodollar Rate
Loan, the rate per annum obtained by dividing (i) the greater of (a) 2.35%
per annum and (b) (1) the rate per annum (rounded upward to the
nearest 1/100 of one percent) that appears on the Moneyline Telerate page 3750
(or such other comparable page as may, in the opinion of Administrative
Agent, replace such page for the


 


2





















 


purpose of displaying such
rate) as the interbank offered rate for Dollar deposits with maturities
comparable to such Interest Period as of approximately 11:00 a.m. (London
time) on such Interest Rate Determination Date or (2) if such rate is not
available at such time for any reason, the arithmetic average (rounded upward
to the nearest 1/100 of one percent) of the offered quotations, if any, to
first class banks in the interbank Eurodollar market by Administrative Agent
for Dollar deposits of amounts in same day funds comparable to the principal
amount of the Eurodollar Rate Loan of Administrative Agent for which the
Adjusted Eurodollar Rate is then being determined with maturities comparable to
such Interest Period as of approximately 11:00 A.M. (New York time) on
such Interest Rate Determination Date by (ii) a percentage equal to
100% minus the stated maximum rate of all reserve requirements
(including any marginal, emergency, supplemental, special or other reserves)
applicable on such Interest Rate Determination Date to any member bank of the
Federal Reserve System in respect of “Eurocurrency liabilities” as defined in
Regulation D (or any successor category of liabilities under Regulation D).


 


“Administrative
Agent” has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.


 


“Affected
Lender” has the meaning assigned to that term in subsection 2.6C.


 


“Affected
Loans” has the meaning assigned to that term in subsection 2.6C.


 


“Affiliate”,
as applied to any Person, means any other Person directly or indirectly
controlling, controlled by, or under common control with, that Person. For the
purposes of this definition, “control” (including, with correlative meanings,
the terms “controlling”, “controlled by” and “under common control with”), as
applied to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that
Person, whether through the ownership of voting securities or by contract or
otherwise.


 


“Agents”
means Administrative Agent, Syndication Agent and Tranche A Paying Agent.


 


“Agreement”
means this Credit Agreement, dated as of the date first written above, as it
may be amended, restated, supplemented or otherwise modified from time to time.


 


“Annualized”
means, for purposes of calculating the financial covenants set forth in subsection 6.6,
(i) the amount for the four Fiscal Quarter period ending on the last day
of the second Fiscal Quarter of Fiscal Year 2005 shall be the amount for the
second Fiscal Quarter of Fiscal Year 2005 multiplied by four, (ii) the
amount for the four Fiscal Quarter period ending on the last day of the third
Fiscal Quarter of Fiscal Year 2005 shall be the amount for the second and third
Fiscal Quarters of Fiscal Year 2005 added together and multiplied by two, and (iii) the
amount for the four Fiscal Quarter period ending on the last day of the fourth
Fiscal Quarter of Fiscal Year 2005 shall be the amount for the second, third
and fourth Fiscal Quarters of Fiscal Year 2005 added together and multiplied by
1.333.


 


3





















 


“Approved
Fund” means a Fund that is administered or managed by (i) a
Lender, (ii) an Affiliate of a Lender or (iii) an entity or an
Affiliate of an entity that administers or manages a Lender.


 


“Arranger”
means DB Zwirn Special Opportunities Fund, L.P., in
its capacity as such.


 


“Asset
Sale” means the sale by Parent or any of its
Subsidiaries to any Person of (i) any of the stock of any of Parent’s
Subsidiaries, (ii) substantially all of the assets of any division or line
of business of Parent or any of its Subsidiaries, or (iii) any other
assets (whether tangible or intangible) of Parent or any of its Subsidiaries
(other than (x) sales, assignments, transfers or dispositions of accounts in
the ordinary course of business for purposes of collection, (y) sales of
advertising air time under the Duluth Advertising Representation Agreement and
the Fort Wayne Advertising Representation Agreement or (z) other assets to the
extent that the aggregate value sold in any single transaction or related
series of transactions is less than $250,000).


 


“Assignment
Agreement” means an Assignment and Assumption in substantially
the form of Exhibit C annexed hereto.


 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy”, as now and
hereafter in effect, or any successor statute.


 


“Base Rate”
means, at any time, the higher of (i) the Prime Rate or (ii) the rate
which is 1/2 of 1% in excess of the Federal Funds Effective Rate.  Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change.


 


“Base Rate
Loans” means Loans bearing interest at rates
determined by reference to the Base Rate as provided in subsection 2.2A.


 


“Beneficiary”
means any of Administrative Agent and Lenders.


 


“Borrowers”
means, collectively, the Duluth Borrowers and the Fort Wayne Borrowers, as
joint and several borrowers under this Agreement.


 


“Business
Day” means any day excluding Saturday, Sunday and any
day which is a legal holiday under the laws of the State of New York or is a
day on which banking institutions located in such state are authorized or
required by law or other governmental action to close.


 


“Capital
Expenditure Reserves” means, for each month, cash
reserved in such month for Consolidated Capital Expenditures in an aggregate
amount equal to the pro-rata portion of the amount permitted for Consolidated
Capital Expenditures for the applicable Fiscal Year pursuant to subsection 6.8
(without giving effect to any Carryover Amount permitted thereunder).


 


4





















 


“Capital
Lease”, as applied to any Person, means (i) any
lease of any property (whether real, personal or mixed) by that Person as
lessee that, in conformity with GAAP, is accounted for as a capital lease on
the balance sheet of that Person and (ii) any Synthetic Lease.


 


“Capital
Stock” means the capital stock of or other equity
interests in a Person.


 


“Carryover Amount”
has the meaning set forth in subsection 6.8.


 


“Cash”
means money, currency or a credit balance in a Deposit Account.


 


“Change in
Control” means any of the following:  (i) Anthony C. Malara and members of his
family and their respective legal heirs and any trusts created for the benefit
of such Persons or their estates shall cease to beneficially own and control at
least a majority of the issued and outstanding shares
of Capital Stock or other Securities of TCM entitled (without regard to the
occurrence of any contingency) to vote for the election of members of the
Governing Body of TCM; (ii) failure at any time of TCM to own and control,
legally and beneficially, a majority of the issued and outstanding shares of
Capital Stock of Parent or the failure at any time of TCM to have the ability
to elect all of the Governing Body of Parent or (iii) the failure at any
time of Parent to own and control, legally and beneficially, all of the issued
and outstanding shares of Capital Stock of KDLH(TV) and WPTA(TV), the failure
at any time of KDLH(TV) and WPTA(TV) to own and control all of the issued and
outstanding shares of Capital Stock of Duluth Licensee and Fort Wayne Licensee,
respectively, or the failure at any time of Parent to have the ability to elect
all of the Governing Body of each Borrower. 
As used herein, the term “beneficially own” or “beneficial ownership”
shall have the meaning set forth in the Exchange Act and the rules and
regulations promulgated thereunder.


 


 “Change in Law”
means the occurrence, after the date of this Agreement, of any of the
following:  (i) the adoption or
taking effect of any law, rule, regulation, treaty or order, (ii) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Government Authority, (iii) any
determination of a court or other Government Authority or (iv) the making
or issuance of any request, guideline or directive (whether or not having the
force of law) by any Government Authority.


 


“Class”,
as applied to Lenders, means each of the following two classes of Lenders:  (i) the Lenders having Revolving Loan
Exposure plus the Lenders having Tranche B Term Loan Exposure, and (ii) the
Lenders having Tranche A Term Loan Exposure.


 


“Closing
Date” means the date on which the initial Loans are
made.


 


“Closing
Date Mortgaged Property” has the meaning set forth in
subsection 3.1M.


 


“Closing
Date Mortgages” has the meaning set forth in subsection 3.1M.


 


“Collateral”
means, collectively, all of the property (including Capital Stock) in which
Liens are purported to be granted pursuant to the Collateral Documents as
security for the Obligations.


 


5





















 


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


 


“Collateral
Documents” means the Security Agreement, the
Mortgages, the Control Agreements, if any, and all other instruments or
documents delivered by any Loan Party pursuant to this Agreement or any of the
other Loan Documents in order to grant to Administrative Agent, on behalf of
Lenders, a Lien on any real, personal or mixed property of that Loan Party as
security for the Obligations.


 


“Commitments”
means the commitments of Lenders to make Loans as set forth in subsection 2.1A.


 


“Communications Act” means the
Communications Act of 1934, as amended, or any successor statute or statutes
thereto, and all rules, regulations, written policies, orders and decisions of
the FCC thereunder, in each case as from time to time in effect.


 


“Communications Regulatory Authority” means
any state public utility commission or any other state commission, agency,
department, board or authority with responsibility for regulating intrastate
and local telecommunications service


 


“Compliance
Certificate” means a certificate substantially in the
form of Exhibit D annexed hereto (or in such other form as may be
mutually agreed from time to time by the Administrative Agent and the Parent).


 


“Confidential
Information Memorandum” means the Confidential
Information Memorandum dated February 24, 2005, prepared by Arranger and
approved by Parent and Borrowers relating to the credit facilities evidenced by
this Agreement.


 


“Consolidated Available Cash Flow” means, for any period, an
amount (if positive) equal to (i) Consolidated Net Revenues minus (ii) Consolidated
Station Expenses.


 


“Consolidated
Capital Expenditures” means, for any period, the sum
of the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases that is capitalized on the consolidated balance sheet of Parent and its
Subsidiaries or would be so capitalized if Synthetic Leases were treated as
Capital Leases under GAAP) by Parent and its Subsidiaries during that period
that, in conformity with GAAP, are included in “additions to property, plant or
equipment” or comparable items reflected in the consolidated statement of cash
flows of Parent and its Subsidiaries. 
For purposes of this definition, the purchase price of equipment that is
purchased simultaneously with the trade-in of existing equipment or with
insurance proceeds shall be included in Consolidated Capital Expenditures only
to the extent of the gross amount of such purchase price less the credit
granted by the seller of such equipment for the equipment being traded in at
such time or the amount of such proceeds, as the case may be.


 


“Consolidated Excess Free Cash Flow” means, for any period,
an amount (if positive) equal to (i) Consolidated Free Cash Flow minus
(ii) Granite Actual Incremental Station Expenses for such period not to
exceed (a) for Fiscal Year 2005, $7,400,000, (b) for Fiscal Year
2006, $7,800,000, (c) for Fiscal Year 2007, $6,300,000, (d) for
Fiscal Year 2008, $6,700,000,


 


6





















 


and (e) for Fiscal Year
2009, $6,900,000; provided that, if the Consolidated Loan to Stick Value
Ratio is equal to or greater than 70% at any time during such period, Granite
Actual Incremental Station Expenses shall not be deducted in the calculation of
Consolidated Excess Free Cash Flow for such period to the extent necessary to
reduce such ratio to less than 70% (up to the full amount of all such Granite
Actual Incremental Station Expenses); provided  further that if an
Event of Default described in subsections 7.2(iii), 7.3(i) (but only to
the extent related to a failure to comply with the provisions of subsection 6.6),
or 7.3(ii) has occurred and is continuing, then Granite Actual Incremental
Station Expenses shall not be deducted in the calculation of Consolidated
Excess Free Cash Flow unless and until, in the case of an Event of Default
described in subsection 7.3(i) only, Borrowers have delivered a
Compliance Certificate for a period subsequent to that during which the Event
of Default occurred certifying compliance with the provisions of subsection 6.6
for such subsequent period.


 


 “Consolidated Free Cash
Flow” means, for any period, an amount (if positive) equal to (i) Consolidated
Net Revenues minus (ii) the sum, without duplication, of the
amounts for such period of (a) Consolidated Station Expenses, (b) all
payment obligations due and payable during such period with respect to the
Obligations under this Agreement, (c) Capital Expenditure Reserves
established during such period, and (d) Consolidated Capital Expenditures
paid in cash during such period, but only to the extent such Consolidated
Capital Expenditures exceed the aggregate amount of accumulated Capital
Expenditure Reserves as of such period.


 


“Consolidated
Gross Revenue” means, for any period, the gross
revenues of Parent and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP.


 


“Consolidated
Interest Expense” means, for any period, total
interest expense (including that portion attributable to Capital Leases in
accordance with GAAP (and the amount that would be attributable to Synthetic
Leases if Synthetic Leases were treated as Capital Leases under GAAP) and capitalized
interest) of Parent and its Subsidiaries on a consolidated basis with respect
to all outstanding Indebtedness of Parent and its Subsidiaries, including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing, net costs under Interest Rate
Agreements, interest accrued or paid in kind on Indebtedness and amounts
referred to in subsection 2.3 payable to Administrative Agent and Lenders
that are considered interest expense in accordance with GAAP, but excluding,
however, any such amounts referred to in subsection 2.3 payable on or
before the Closing Date.


 


“Consolidated Loan to Stick Value Ratio” means, at any date,
the ratio of (i) the aggregate outstanding principal amount of the
Revolving Loans and the Tranche B Term Loans (excluding any Deferred Interest
thereon) to (ii) the Consolidated Stick Value.


 


“Consolidated
Net Leverage Ratio” means, as of the last day of any
Fiscal Quarter, the ratio of (i) Consolidated Net Total Debt as at such
day to (ii) Consolidated Available Cash Flow for the consecutive four
Fiscal Quarters ending on such day.


 


“Consolidated
Net Revenue” means, for any period, the Consolidated
Gross Revenues for such period taken as a single accounting period determined
in conformity with GAAP (except that Synthetic Leases shall be treated as
Capital Leases rather than Operating Leases) less third party agency and
representative commissions; provided that there shall be


 


7





















 


excluded (i) the revenues
(or losses) of any Person (other than a Subsidiary of Parent) in which any
other Person (other than Parent or any of its Subsidiaries) has a joint
interest, except to the extent of the amount of dividends or other distributions
actually paid to Parent or any of its Subsidiaries by such Person during such
period, (ii) the net revenues (or losses) of any Person accrued prior to
the date it becomes a Subsidiary of Parent or is merged into or consolidated
with Parent or any of its Subsidiaries or that Person’s assets are acquired by
Parent or any of its Subsidiaries, (iii) the net revenues of any
Subsidiary of Parent to the extent that the declaration or payment of dividends
or similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary, (iv) any after-tax gains or
losses attributable to asset sales or returned surplus assets of any Pension
Plan, and (v) (to the extent not included in clauses (i) through
(iv) above) any net extraordinary gains or net non-cash extraordinary
losses.


 


“Consolidated
Net Total Debt” means, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness of Parent and its
Subsidiaries, excluding deferred payments in connection with programming
agreements, determined on a consolidated basis in accordance with GAAP (except
that items of Indebtedness that are not recorded as liabilities on a balance
sheet in accordance with GAAP shall nevertheless be included within
Consolidated Net Total Debt), less the outstanding balance on the Tranche A
Term Loan.


 


 “Consolidated Station
Expenses” means, for any period, the sum, without duplication, of (i) the
amount of expenses with respect to compensation, benefits, payroll taxes and
processing, utilities, insurance, bad debt and collection costs, music license
fees and usage tracking costs and other fees associated with such Station’s
programming and ratings thereof, office supplies, telephone, auto allowances,
postage, shipping, travel, meals and other related business expenses, audit
fees, legal and banking fees, property taxes, FCC compliance and property
maintenance by the Station Borrowers in exercising their duties with respect to
the Stations, (ii) payments for purchasing programming made in cash during
such period, (iii) payments under the Duluth Management Services Agreement
and the Fort Wayne Management Services Agreement, as in effect on the date
hereof, paid in cash during such period, in an aggregate amount not to exceed
$12,500.00 per month, (iv) Monitoring Expenses actually paid in cash
during such period, and (v) any other items that Administrative Agent may
approve in writing.


 


“Consolidated Stick Value” means (i) from and after the
Closing Date until the first valuation is performed pursuant to subsection 5.5
hereof, $45,500,000, and (ii) for any other date, an amount equal to the
sum of (A) the value set by an independent valuation appraiser for the
Duluth Station in the most recent valuation conducted for such Station pursuant
to subsection 5.5 plus (B) the value set by the independent
valuation appraiser for the Fort Wayne Station in the most recent valuation
conducted for such Station pursuant to subsection 5.5, in each case, to
the extent such Stations are owned by Parent or any of its Subsidiaries on the
date of valuation, on a consolidated basis, calculated using methodology
consistent with the initial valuation conducted in connection with the
Acquisitions prior to the Closing Date.


 


8





















 


“Contingent
Obligation” means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of that Person (i) with
respect to any Indebtedness, lease, dividend or other obligation of another if
the primary purpose or intent thereof by the Person incurring the Contingent
Obligation is to provide assurance to the obligee of such obligation of another
that such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected (in whole or in part) against loss in respect
thereof, (ii) with respect to any letter of credit issued for the account
of that Person or as to which that Person is otherwise liable for reimbursement
of drawings, or (iii) under Hedge Agreements.  Contingent Obligations shall include (a) the
direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting with
recourse or sale with recourse by such Person of the obligation of another, (b) the
obligation to make take-or-pay or similar payments if required regardless of
non-performance by any other party or parties to an agreement, and (c) any
liability of such Person for the obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment
or discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (2) to maintain the
solvency or any balance sheet item, level of income or financial condition of
another if, in the case of any agreement described under subclauses (1) or
(2) of this sentence, the primary purpose or intent thereof is as
described in the preceding sentence.  The
amount of any Contingent Obligation shall be equal to the amount of the
obligation so guaranteed or otherwise supported or, if less, the amount to
which such Contingent Obligation is specifically limited.


 


“Contractual
Obligation” means, as applied to any Person, any
provision of any Security issued by that Person or of any material indenture,
mortgage, deed of trust, deed to secure debt, contract, undertaking, agreement
or other instrument to which that Person is a party or by which it or any of
its properties is bound or to which it or any of its properties is subject.


 


“Control Agreement” means an
agreement, satisfactory in form and substance to Administrative Agent and
executed by the financial institution at which a Deposit Account is maintained,
pursuant to which such financial institution confirms and acknowledges
Administrative Agent’s security interest in such account, and agrees that upon
the occurrence of an Event of Default the financial institution will comply
with instructions originated by Administrative Agent as to disposition of funds
in such account, without further consent by Parent or any Subsidiary.


 


“Currency
Agreement” means any foreign exchange contract,
currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement to which Parent or any of its
Subsidiaries is a party.


 


“Deferred Interest” means interest with respect to a Loan
that, pursuant to subsection 2.2C, is accrued and added to the principal
amount of that Loan on each Interest Payment Date, in lieu of being paid in
cash on such date.


 


“Deposit
Account” means a demand, time, savings, passbook or
similar account maintained with a Person engaged in the business of banking,
including a savings bank, savings and loan association, credit union or trust company.


 


9





















 


“Dollars”
and the sign “$” mean the lawful money of the
United States of America.


 


“Draw
Conditions” means, with respect to the Tranche A
Letter of Credit, the following conditions on which such letter of credit may
be drawn:  (i) an Event of Default
has occurred and is continuing and either (A) the Administrative Agent, or
any other Person entitled to do so, has given notice pursuant to Section 7
and subsection 10.8 (or is prevented by operation of law or otherwise from
giving such notice) that Tranche A Term Loan Obligations are payable hereunder
(or would have been payable but for a failure to make a demand as a result of a
stay, operation of law or otherwise) on the date specified in such notice, or (B) the
Administrative Agent is not required to give notice and the Tranche A Term Loan
Obligations have become due and payable immediately pursuant to Section 7,
and in either case either the Loan Parties have not made full payment thereof
or an amount paid by Loan Parties has been avoided as a preference payment
under applicable bankruptcy, insolvency, receivership or other similar laws, or
(ii) notice of nonrenewal of such letter of credit has been given to
Tranche A Paying Agent and less than 30 days remain before the expiration time
of such letter of credit and the letter of credit has not been replaced by
another letter of credit acceptable to Tranche A Paying Agent, or (iii) the
issuing bank is not an Acceptable Letter of Credit Issuer and such condition
has continued for a period of at least 60 days, and the letter of credit has
not been replaced by another letter of credit acceptable to Tranche A Paying
Agent, or (iv) as of any date not more than 30 days from the date of
determination, the amount available to be drawn under such letter of credit as
of such date (taking into account any interest that has been added to principal
in accordance with the provisions hereof) will be insufficient to cover all of
the outstanding Obligations with respect to the Tranche A Term Loans as of such
date; provided that in any case the amount of the sight draft delivered
to the issuing bank shall not exceed an amount equal to 101% of the principal
amount of the Tranche A Term Loans (taking into account any interest that has
been added to principal in accordance with the provisions hereof), plus
interest thereon for a one calendar quarter period (but in no event more than
105% of the principal amount of the Tranche A Term Loans, taking into account
any interest that has been added to principal in accordance with the provisions
hereof).


 


“Duluth Acquisition” means the transactions contemplated by
the Duluth Acquisition Agreement.


 


“Duluth Acquisition Agreement” means that certain Purchase
and Sale Agreement, dated as of April 23, 2004, by and among KDLH(TV), the
Duluth Sellers, and New Vision Group, LLC, in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement and
as such agreement may be amended, restated, modified or otherwise supplemented
from time to time thereafter to the extent permitted under subsection 6.12.


 


“Duluth Advertising Representation Agreement” means that
certain Advertising Representation Agreement, dated as of March 8, 2005 by
and between Duluth Licensee,  Duluth
Service Provider and Granite in the form delivered to Administrative Agent and
Lenders prior to their execution of this Agreement and as such agreement may be
amended, restated, modified or otherwise supplemented from time to time
thereafter to the extent permitted under subsection 6.12.


 


10





















 


“Duluth  Application for Review”
means that certain Application for Review filed by KQDS Acquisition Corp. and
WDIO-TV, LLC with the FCC on January 13, 2005, in connection with the
Duluth Acquisition.


 


 “Duluth Borrowers”
has the meaning assigned to that term in the introduction to this Agreement.


 


“Duluth Licensee” has the meaning assigned to that term in
the introduction to this Agreement.


 


“Duluth Management Services Agreement” means that certain
Management Services Agreement, dated as of March 8, 2005, by and between
TCM Media Associates LLC and KDLH(TV), in the form delivered to Administrative
Agent and Lenders prior to their execution of this Agreement and as such
agreement may be amended, restated, modified or otherwise supplemented from
time to time thereafter to the extent permitted under subsection 6.12.


 


 “Duluth Option Agreement”
means that certain Put and Call Option Agreement, dated as of March 8,
2005, by and among Parent, KDLH(TV) and Granite, in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement
andas such agreement may be amended, restated, modified or otherwise
supplemented from time to time thereafter to the extent permitted under subsection 6.12.


 


“Duluth Sellers” means NVG-Duluth, LLC, a Delaware limited
liability company, and NVG-Duluth II, LLC, a Delaware limited liability
company.


 


“Duluth Service Provider” means KBJR, Inc., a Delaware
corporation, and a wholly-owned Subsidiary of Granite.


 


“Duluth Shared Services Agreement” means that certain Shared
Service Agreement, dated as of March 8, 2005, by and between Duluth
Licensee, Duluth Service Provider and Granite in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement and
as such agreement may be amended, restated, modified or otherwise supplemented
from time to time thereafter to the extent permitted under subsection 6.12.


 


“Duluth Station” means substantially all the assets of the
commercial VHF television broadcast station, KDLH(TV), Channel 3, Duluth,
Minnesota, its associated DTV Facility on Channel 33; its associated television
translator stations K33ET, Aitkin, Minnesota, K57BH, Grand Portage, Minnesota,
K59BQ, Deer River, Minnesota, and K63BI, Grand Marais, Minnesota, its
associated broadcast auxiliary stations, KAL-613 and KC-26368, and its
satellite earth stations E7554 and E960489.


 


“Eligible
Assignee” means (i) any Lender, any Affiliate of
any Lender and any Approved Fund of any Lender; and (ii) (a) a
commercial bank organized under the laws of the United States or any state
thereof; (b) a savings and loan association or savings bank organized
under the laws of the United States or any state thereof; (c) a commercial
bank organized under the laws of any other country or a political subdivision
thereof; provided that (1) such bank is


 


11





















 


acting through a branch or
agency located in the United States or (2) such bank is organized under
the laws of a country that is a member of the Organization for Economic
Cooperation and Development or a political subdivision of such country; and (d) any
other entity that is an “accredited investor” (as defined in Regulation D under
the Securities Act) that extends credit or buys loans as one of its businesses
including insurance companies, mutual funds and lease financing companies; provided
that neither Parent nor Granite nor any Affiliate of Parent or Granite shall be
an Eligible Assignee.


 


“Employee
Benefit Plan” means any “employee benefit plan” as
defined in Section 3(3) of ERISA which is or was maintained or
contributed to by Parent, any of its Subsidiaries or any of their respective
ERISA Affiliates.


 


“Environmental
Claim” means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any Government Authority or
any other Person, arising (i) pursuant to or in connection with any actual
or alleged violation of any Environmental Law, (ii) in connection with any
Hazardous Materials or any actual or alleged Hazardous Materials Activity, or (iii) in
connection with any actual or alleged damage, injury, threat or harm to health,
safety, natural resources or the environment.


 


“Environmental
Laws” means any and all current or future statutes,
ordinances, orders, rules, regulations, guidance documents, judgments,
Governmental Authorizations, or any other requirements of any Government
Authority relating to (i) environmental matters, including those relating
to any Hazardous Materials Activity, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational
safety and health, industrial hygiene, land use or the protection of human,
plant or animal health or welfare, in any manner applicable to Parent or any of
its Subsidiaries or any Facility.


 


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


 


“ERISA
Affiliate”,
as applied to any Person, means (i) any corporation that is a member of a
controlled group of corporations within the meaning of Section 414(b) of
the Internal Revenue Code of which that Person is a member; (ii) any trade
or business (whether or not incorporated) that is a member of a group of trades
or businesses under common control within the meaning of Section 414(c) of
the Internal Revenue Code of which that Person is a member; and (iii) any
member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in
clause (ii) above is a member. 
Any former ERISA Affiliate of a Person or any of its Subsidiaries shall
continue to be considered an ERISA Affiliate of such Person or such Subsidiary
within the meaning of this definition with respect to the period such entity
was an ERISA Affiliate of such Person or such Subsidiary and with respect to
liabilities arising after such period for which such Person or such Subsidiary
could be liable under the Internal Revenue Code or ERISA.


 


“ERISA
Event” means (i) a “reportable event” within the
meaning of Section 4043 of ERISA and the regulations issued thereunder with
respect to any Pension Plan


 


12





















 


(excluding those for which the
provision for 30-day notice to the PBGC has been waived by regulation); (ii) the
failure to meet the minimum funding standard of Section 412 of the
Internal Revenue Code with respect to any Pension Plan (whether or not waived
in accordance with Section 412(d) of the Internal Revenue Code) or
the failure to make by its due date a required installment under Section 412(m)
of the Internal Revenue Code with respect to any Pension Plan or the failure to
make any required contribution to a Multiemployer Plan; (iii) the
provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of
ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by
Parent, any of its Subsidiaries or any of their respective ERISA Affiliates
from any Pension Plan with two or more contributing sponsors or the termination
of any such Pension Plan resulting in liability pursuant to Section 4063
or 4064 of ERISA; (v) the institution by the PBGC of proceedings to
terminate any Pension Plan, or the occurrence of any event or condition which might
constitute grounds under ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan; (vi) the imposition of liability
on Parent, any of its Subsidiaries or any of their respective ERISA Affiliates
pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal of
Parent, any of its Subsidiaries or any of their respective ERISA Affiliates in
a complete or partial withdrawal (within the meaning of Sections 4203 and 4205
of ERISA) from any Multiemployer Plan if there is any potential liability
therefor, or the receipt by Parent, any of its Subsidiaries or any of their
respective ERISA Affiliates of notice from any Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or
that it intends to terminate or has terminated under Section 4041A or 4042
of ERISA; (viii) the assertion of a material claim (other than routine
claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against Parent, any of its
Subsidiaries or any of their respective ERISA Affiliates in connection with any
Employee Benefit Plan; (ix) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Internal Revenue
Code) to qualify under Section 401(a) of the Internal Revenue Code,
or the failure of any trust forming part of any Pension Plan to qualify for
exemption from taxation under Section 501(a) of the Internal Revenue
Code; or (x) the imposition of a Lien pursuant to Section 401(a)(29)
or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any
Pension Plan.


 


“Eurodollar
Rate Loans” means Loans bearing interest at rates
determined by reference to the Adjusted Eurodollar Rate as provided in subsection 2.2A.


 


“Event of
Default” means each of the events set forth in Section 7.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute.


 


“Excluded
Taxes” means, with respect to the Administrative
Agent, any Lender, or any other recipient of any payment to be made by or on
account of any obligation of Parent hereunder (i) taxes that are imposed
on the overall net income (however denominated) and franchise taxes imposed in
lieu thereof (a) by the United States, (b) by any other Government
Authority under the laws of which such Lender is organized or has its principal
office or maintains its applicable lending office, or (c) by any
Government Authority solely as a result of a


 


13





















 


present or former connection
between such recipient and the jurisdiction of such Government Authority (other
than any such connection arising solely from such recipient having executed,
delivered or performed its obligations or received a payment under, or
enforced, any of the Loan Documents), (ii) any branch profits taxes
imposed by the United States or any similar tax imposed by any other
jurisdiction in which Parent or any of its Subsidiaries is located, and (iii) in
the case of a Foreign Lender (other than an assignee pursuant to a request of
Parent under subsection 2.9), any withholding tax that (x) is imposed
on amounts payable to such Foreign Lender at the time it becomes a party hereto
(or designates a new lending office), (y) is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to comply
with its obligations under subsection 2.7B(iv), except to the extent that
such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from Parent with respect to such withholding tax pursuant to subsection 2.7B,
or (c) is required to be deducted under applicable law from any payment
hereunder on the basis of the information provided by such Foreign Lender
pursuant to clause (d) of subsection 2.7B(iv).


 


 “Facilities”
means any and all real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or heretofore owned, leased,
operated or used by Parent or any of its Subsidiaries or any of their
respective predecessors or Affiliates.


 


“FCC” means the Federal Communications Commission or any
successor federal governmental agency performing functions similar to those
performed on the date hereof by the Federal Communications Commission.


 


“FCC Licenses” means all licenses, authorizations, waivers
and permits relating to the Stations required under the Communications Act or
from any Communications Regulatory Authority or otherwise used in the operation
of the Stations.


 


“FCC Rules” means the rules, regulations, policies and practices
of the FCC, as in effect from time to time.


 


“Federal
Funds Effective Rate” means, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the immediately preceding
Business Day) by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by Administrative Agent from three
Federal funds brokers of recognized standing selected by Administrative Agent.


 


“Financial
Plan” has the meaning assigned to that term in subsection 5.1(xii).


 


“First
Priority” means, with respect to any Lien purported to
be created in any Collateral pursuant to any Collateral Document, that (i) such
Lien is perfected and has priority over any other Lien on such Collateral and (ii) such
Lien is the only Lien (other than Liens permitted pursuant to subsection 6.2A)
to which such Collateral is subject.


 


“Fiscal
Quarter” means a fiscal quarter of any Fiscal Year.


 


14





















 


“Fiscal
Year” means the fiscal year of Parent and its
Subsidiaries ending on December 31 of each calendar year.  For purposes of this Agreement, any
particular Fiscal Year shall be designated by reference to the calendar year in
which such Fiscal Year ends.


 


“Flood
Hazard Property” means a Closing Date Mortgaged
Property or an Additional Mortgaged Property located in an area designated by
the Federal Emergency Management Agency as having special flood or mud slide
hazards.


 


“Foreign
Lender” means any Lender that is organized under the
laws of a jurisdiction other than that in which Borrowers are resident for tax
purposes.  For purposes of this
definition, the United States, each state thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.


 


“Fort Wayne Acquisition” means the transactions contemplated
by the Fort Wayne Acquisition Agreement.


 


“Fort Wayne Acquisition Agreement” means that certain
Purchase and Sale Agreement, dated as of April 23, 2004, by and among
WPTA(TV), Fort Wayne Sellers and Granite as supplemented on or before the date
hereof and in the form delivered to Administrative Agent and Lenders prior to
their execution of this Agreement and as such agreement may be amended,
restated, modified or otherwise supplemented from time to time thereafter to
the extent permitted under subsection 6.12.


 


“Fort Wayne Advertising Representation Agreement” means that
certain Advertising Representation Agreement, dated as of March 8, 2005,
by and between Fort Wayne Licensee, Fort Wayne Service Provider and Granite, in
the form delivered to Administrative Agent and Lenders prior to their execution
of this Agreement and as such agreement may be amended, restated, modified or
otherwise supplemented from time to time thereafter to the extent permitted
under subsection 6.12.


 


“Fort Wayne Borrowers” has the meaning assigned to that term
in the introduction to this Agreement.


 


“Fort Wayne Licensee” has the meaning assigned to that term
in the introduction to this Agreement.


 


“Fort Wayne Management Services Agreement” means that certain
Management Services Agreement, dated as of March 8, 2005, by and between
TCM and Fort Wayne Service Company, in the form delivered to Administrative
Agent and Lenders prior to their execution of this Agreement and as such
agreement may be amended, restated, modified or otherwise supplemented from
time to time thereafter to the extent permitted under subsection 6.12.


 


“Fort Wayne Option Agreement” means that certain Put and Call
Option Agreement, dated as of March 8, 2005, by and among Parent, WPTA(TV)
and Granite, in the form delivered to Administrative Agent and Lenders prior to
their execution of this Agreement and as such agreement may be amended,
restated, modified or otherwise supplemented from time to time thereafter to
the extent permitted under subsection 6.12.


 


15





















 


“Fort Wayne Sellers” means WPTA-TV, Inc., a Delaware
corporation, and WPTA-TV License, Inc., a Delaware corporation.


 


“Fort Wayne Service Provider” means NVG-Fort Wayne, Inc.,
a Delaware corporation, and a wholly-owned Subsidiary of Granite.


 


“Fort Wayne Shared Services Agreement” means that certain
Shared Services Agreement, dated as of March 8, 2005, by and between Fort
Wayne Licensee, Fort Wayne Service Provider and Granite, in the form delivered
to Administrative Agent and Lenders prior to their execution of this Agreement
and as such agreement may be amended, restated, modified or otherwise
supplemented from time to time thereafter to the extent permitted under subsection 6.12.


 


“Fort
Wayne Station” means substantially all of the assets
of the commercial UHF television broadcast station, WPTA(TV), Channel 21, Fort
Wayne, Indiana, its associated DTV Facility on Channel 24, its associated broadcast
auxiliary stations, KA-44246, KA-74719, KSJ-796, and WZB-728, its private
wireless station, WPMU-224, and its satellite earth station E860498.


 


“Fund” means any Person
(other than a natural Person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.


 


“Funding
and Payment Office” means (i) the office of
Administrative Agent located at c/o D.B. Zwirn & Co., L.P., 745 Fifth
Avenue, 18th Floor, New York, New York  10151 or (ii) such other office of
Administrative Agent as may from time to time hereafter be designated as such
in a written notice delivered by Administrative Agent to Parent and each
Lender.


 


“Funding
Date” means the date of funding of a Loan, which shall
be a Business Day.


 


“GAAP”
means, subject to the limitations on the application thereof set forth in subsection 1.2,
generally accepted accounting principles set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession, in each
case as the same are applicable to the circumstances as of the date of
determination.


 


“Governing
Body” means the board of directors or other body
having the power to direct or cause the direction of the management and
policies of a Person that is a corporation, partnership, trust or limited
liability company.


 


“Government
Authority” means the government of the United States
or any other nation, or any state, regional or local political subdivision or
department thereof, and any other governmental or regulatory agency, authority,
body, commission, central bank, board, bureau, organ, court, instrumentality or
other entity exercising executive, legislative, judicial,


 


16





















 


taxing, regulatory or
administrative powers or functions of or pertaining to government, in each case
whether federal, state, local or foreign (including supra-national bodies such
as the European Union or the European Central Bank).


 


“Governmental
Authorization” means any permit, license,
registration, authorization, plan, directive, accreditation, consent, order or
consent decree of or from, or notice to, any Government Authority.


 


“Granite” means Granite Broadcasting Corporation, a Delaware
corporation.


 


“Granite Actual Incremental Station Expenses” means, for any
period, an amount (if positive) equal to the aggregate actual incremental
station operating expenses incurred by Granite and its Subsidiaries in
conjunction with providing services under the Duluth Shared Services Agreement,
the Fort Wayne Shared Services Agreement, the Duluth Advertising Representation
Agreement and the Fort Wayne Advertising Representation Agreement in addition
to providing the same services to the stations owned by Granite and its
Subsidiaries in the same markets for such period.


 


“Granite
Guaranty” means the Granite Guaranty executed and
delivered by Granite on the Closing Date, substantially in the form of Exhibit F
annexed hereto, as such Granite Guaranty may thereafter be amended, restated,
supplemented or otherwise modified from time to time.


 


“Guaranteed
Obligations” has the meaning assigned to such term in
subsection 8.1.


 


“Guaranties”
means the Granite Guaranty and the Parent Guaranty.


 


“Guaranty Fee Agreement” means that certain Guarantee Fee
Agreement, dated as of the date hereof, by and among Parent, KDLH(TV), WPTA(TV)
and Granite, in the form delivered to Administrative Agent and Lenders prior to
their execution of this Agreement and as such agreement may be amended from
time to time thereafter to the extent permitted under subsection 6.12.


 


“Hazardous
Materials” means (i) any chemical, material or
substance at any time defined as or included in the definition of “hazardous
substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous
waste”, “acutely hazardous waste”, “radioactive waste”, “biohazardous waste”, “pollutant”,
“toxic pollutant”, “contaminant”, “restricted hazardous waste”, “infectious
waste”, “toxic substances”, or any other term or expression intended to define,
list or classify substances by reason of properties harmful to health, safety
or the indoor or outdoor environment (including harmful properties such as
ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive
toxicity, “TCLP toxicity” or “EP toxicity” or words of similar import under any
applicable Environmental Laws); (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance; (iii) any drilling fluids,
produced waters and other wastes associated with the exploration, development
or production of crude oil, natural gas or geothermal resources; (iv) any
flammable substances or explosives; (v) any radioactive materials; (vi) any
asbestos-containing materials; (vii) urea formaldehyde foam insulation; (viii) electrical
equipment which contains any oil or dielectric fluid containing polychlorinated


 


17





















 


biphenyls; (ix) pesticides;
and (x) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Government Authority or which may or
could pose a hazard to the health and safety of the owners, occupants or any
Persons in the vicinity of any Facility or to the indoor or outdoor
environment.


 


“Hazardous
Materials Activity” means any past, current, proposed
or threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement, generation,
transportation, processing, construction, treatment, abatement, removal,
remediation, disposal, disposition or handling of any Hazardous Materials, and
any corrective action or response action with respect to any of the foregoing.


 


“Hedge
Agreement” means an Interest Rate Agreement or a
Currency Agreement designed to hedge against fluctuations in interest rates or
currency values, respectively.


 


“Indebtedness”,
as applied to any Person, means (i) all indebtedness for borrowed money, (ii) that
portion of obligations with respect to Capital Leases that is properly
classified as a liability on a balance sheet in conformity with GAAP, (iii) notes
payable and drafts accepted representing extensions of credit whether or not
representing obligations for borrowed money, (iv) any obligation owed for
all or any part of the deferred purchase price of property or services
(excluding (x) any such obligations incurred under ERISA or (y) any such
obligations incurred to Granite and its Subsidiaries under the Station Agreements),
which purchase price is (a) due more than six months from the date of
incurrence of the obligation in respect thereof or (b) evidenced by a note
or similar written instrument, (v) Synthetic Lease Obligations, and (vi) all
indebtedness secured by any Lien on any property or asset owned or held by that
Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person.  Obligations under Interest Rate Agreements
and Currency Agreements constitute (1) in the case of Hedge Agreements,
Contingent Obligations, and (2) in all other cases, Investments, and in
neither case constitute Indebtedness.


 


“Indemnified Liabilities”
has the meaning assigned to that term in subsection 10.3.


 


“Indemnified Taxes” means Taxes other than Excluded Taxes.


 


“Indemnitee”
has the meaning assigned to that term in subsection 10.3.


 


“Indenture”
means that certain Indenture, dated as of December 22, 2003, by and among
Granite, the guarantors party thereto, and The Bank of New York, as trustee,
with respect to the 9 3/4% Senior Notes due 2010 issued by Granite, as in
effect from time to time.


 


“Intellectual
Property” means all patents, trademarks, tradenames,
copyrights, technology, software, know-how and processes used in or necessary
for the conduct of the business of Parent and its Subsidiaries.


 


18





















 


“Interest
Payment Date” means (i) with respect to any Base
Rate Loan, the last Business Day of each month, commencing on the first such
date to occur after the Closing Date, and (ii) with respect to any
Eurodollar Rate Loan, the last day of each Interest Period applicable to such
Loan; provided that in the case of each Interest Period of longer than
one month “Interest Payment Date” shall also include each date that is one
month, or a multiple thereof, after the commencement of such Interest Period.


 


“Interest
Period” has the meaning assigned to that term in subsection 2.2B.


 


“Interest
Rate Agreement” means any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement to which Parent or any of its Subsidiaries is
a party.


 


“Interest
Rate Determination Date”, with respect to any Interest
Period, means the second Business Day prior to the first day of such Interest
Period.


 


“Internal
Revenue Code” means the Internal Revenue Code of 1986,
as amended to the date hereof and from time to time hereafter, and any
successor statute.


 


“Investment”
means (i) any direct or indirect purchase or other acquisition by Parent
or any of its Subsidiaries of, or of a beneficial interest in, any Securities of
any other Person (including any Subsidiary of Parent), (ii) any direct or
indirect redemption, retirement, purchase or other acquisition for value, by
any Subsidiary of Parent from any Person other than Parent or any of its
Subsidiaries, of any equity Securities of such Subsidiary, (iii) any
direct or indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Parent or any of
its Subsidiaries to any other Person, including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business, or (iv) Interest
Rate Agreements or Currency Agreements not constituting Hedge Agreements. The
amount of any Investment shall be the original cost of such Investment plus
the cost of all additions thereto, without any adjustments for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to
such Investment (other than adjustments for the repayment of, or the refund of
capital with respect to, the original principal amount of any such Investment).


 


“IP
Collateral” means, collectively, the Intellectual
Property that constitutes Collateral under the Security Agreement.


 


“IP Filing
Office” means the United States Patent and Trademark
Office, the United States Copyright Office or any successor or substitute
office in which filings are necessary or, in the opinion of Administrative
Agent, desirable in order to create or perfect Liens on, or evidence the
interest of Administrative Agent and Lenders in, any IP Collateral.


 


“Joint
Venture” means a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal form.


 


“KDLH(TV)”
has the meaning assigned to that term in the introduction to this Agreement.


 


19





















 


“Leasehold
Property” means any leasehold interest of any Loan
Party as lessee under any lease of real property, other than any such leasehold
interest designated from time to time by Administrative Agent in its sole
discretion as not being required to be included in the Collateral.


 


“Lender”
and “Lenders” means the Persons identified
as “Lenders” and listed on the signature pages of this Agreement, together
with their successors and permitted assigns pursuant to subsection 10.1; provided
that the term “Lenders”, when used in the context of a particular Commitment,
shall mean Lenders having that Commitment.


 


“Lien”
means any lien, mortgage, pledge, assignment, security interest, charge or
encumbrance of any kind (including any conditional sale or other title
retention agreement and any lease in the nature thereof) and any option, trust
or other preferential arrangement having the practical effect of any of the
foregoing.


 


“Loan”
or “Loans” means one or more of the Loans
made by Lenders to Borrowers pursuant to subsection 2.1A.


 


“Loan
Documents” means this Agreement, the Notes, the
Guaranties and the Collateral Documents.


 


“Loan
Party” means each of Parent,
each Borrower and any of the Subsidiaries of Parent from time to time executing
a Loan Document, and “Loan Parties”
means all such Persons, collectively.


 


“Margin
Stock” has the meaning assigned to that term in
Regulation U of the Board of Governors of the Federal Reserve System as in
effect from time to time.


 


“Material
Adverse Effect” means (i) a material adverse
effect upon the business, operations, properties, assets, financial condition
or results of operations of Parent and its Subsidiaries taken as a whole or (ii) the
impairment of the ability of any Loan Party to perform, or of Administrative
Agent or Lenders to enforce, the Obligations.


 


“Maximum Consolidated Capital Expenditures Amount” has the
meaning assigned to that term in subsection 6.8.


 


“Measurement Date” means the last day of the most recent
Fiscal Quarter for which a Compliance Certificate has been (or is required to
have been) delivered pursuant to subsection 5.1(iv).


 


“Monitoring Expenses” has the meaning assigned to that term
in subsection 10.2(v).


 


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


 


“Mortgage”
means (i) a security instrument (whether designated as a deed of trust or
a mortgage or by any similar title) executed and delivered by any Loan Party,
substantially in the form of Exhibit I annexed hereto or in such
other form as may be approved


 


20





















 


by Administrative Agent in its
sole discretion, in each case with such changes thereto as may be recommended
by Administrative Agent’s local counsel based on local laws or customary local
mortgage or deed of trust practices, or (ii) at Administrative Agent’s
option, in the case of an Additional Mortgaged Property, an amendment to an
existing Mortgage, in form satisfactory to Administrative Agent, adding such
Additional Mortgaged Property to the Real Property Assets encumbered by such
existing Mortgage.  “Mortgages”
means all such instruments, including the Closing Date Mortgages and any
Additional Mortgages, collectively.


 


“Multiemployer
Plan” means any Employee Benefit Plan that is a “multiemployer
plan” as defined in Section 3(37) of ERISA.


 


“Net Asset
Sale Proceeds”, with respect to any Asset Sale, means
Cash payments (including any Cash received by way of deferred payment pursuant
to, or by monetization of, a note receivable or otherwise, but only as and when
so received) received from such Asset Sale, net of any bona fide direct costs
incurred in connection with such Asset Sale, including (i) income taxes
reasonably estimated to be actually payable within two years of the date of
such Asset Sale as a result of any gain recognized in connection with such
Asset Sale, (ii) payment of the outstanding principal amount of, premium
or penalty, if any, and interest on any Indebtedness (other than the Loans)
that is (a) secured by a Lien permitted under subsection 6.2 on the
stock or assets in question and that is required to be repaid under the terms thereof
as a result of such Asset Sale and (b) actually paid at the time of
receipt of such cash payment to a Person that is not an Affiliate of any Loan
Party or of any Affiliate of a Loan Party and (iii) an amount equal to any
reserves made by Parent or any of its Subsidiaries, in accordance with GAAP,
against liabilities of Parent or any of its Subsidiaries in connection with or
pursuant to the agreements relating to such Asset Sales.


 


“Net
Insurance/Condemnation Proceeds” means any Cash
payments or proceeds received by Parent or any of its Subsidiaries (i) under
any business interruption or casualty insurance policy in respect of a covered
loss thereunder or (ii) as a result of the taking of any assets of Parent
or any of its Subsidiaries by any Person pursuant to the power of eminent
domain, condemnation or otherwise, or pursuant to a sale of any such assets to
a purchaser with such power under threat of such a taking, in each case net of:
(a) any actual and reasonable documented costs incurred by Parent or any
of its Subsidiaries in connection with the adjustment or settlement of any
claims of Parent or such Subsidiary in respect thereof, (b) all federal,
state and local taxes reasonably estimated to be actually payable within two
years of the date of such event of loss as a result of such loss and required
to be accrued as a liability under GAAP as a consequence such event of loss,
and (c) an amount equal to any reserves made by Parent or any of its
Subsidiaries, in accordance with GAAP, against liabilities of Parent or any of
its Subsidiaries incurred in connection with such loss or condemnation.


 


“Net
Securities Proceeds” means the cash proceeds (net of
underwriting discounts and commissions and other reasonable costs and expenses
directly associated therewith, including reasonable legal fees and expenses)
from the (i) issuance of Capital Stock of or incurrence of Indebtedness by
Parent or any of its Subsidiaries and (ii) capital contributions made by a
holder of Capital Stock of Parent.


 


21





















 


“Notes”
means one or more of the Tranche A Term Notes, Tranche
B Term Notes or Revolving Notes or any combination thereof.


 


“Notice of
Borrowing” means a notice substantially in the form of
Exhibit A-1 annexed hereto.


 


“Notice of
Conversion/Continuation” means a notice substantially
in the form of Exhibit A-2 annexed hereto.


 


“Obligations”
means all obligations of every nature (including, without limitation, both
payment and performance obligations), whether contingent, liquidated, fixed or
otherwise, matured or unmatured, pre- or post-petition of each Loan Party from
time to time owed to Administrative Agent, Lenders or any of them under the
Loan Documents, whether for principal, interest (including, without limitation,
all interest that accrues after the commencement of any case or proceeding
against any Loan Party in bankruptcy, whether or not allowed or allowable in
such case or proceeding), fees, expenses, indemnification or otherwise.


 


“Officer”
means the president, chief executive officer, a vice president, chief financial
officer, treasurer, general partner (if an individual), managing member (if an
individual) or other individual appointed by the Governing Body or the
Organizational Documents of a corporation, partnership, trust or limited
liability company to serve in a similar capacity as the foregoing.


 


“Officer’s
Certificate”,
as applied to any Person that is a corporation, partnership, trust or limited
liability company, means a certificate executed on behalf of such Person by one
or more Officers of such Person or one or more Officers of a general partner or
a managing member if such general partner or managing member is a corporation,
partnership, trust or limited liability company.


 


“Operating
Lease”, as applied to any Person, means any lease
(including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.


 


“Organizational
Documents” means the documents (including Bylaws, if
applicable) pursuant to which a Person that is a corporation, partnership,
trust or limited liability company is organized, including all amendments,
supplements and other modifications thereto.


 


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


 


“Ownership Reports” means,
with respect to any broadcast television station owned by Parent or any of its
Subsidiaries, the reports and certifications filed with the FCC pursuant to 47
C.F.R. § 73.3615, or any comparable reports filed pursuant to any
successor regulation thereto.


 


22





















 


“Parent”
has the meaning assigned to that term in the introduction to this Agreement.


 


“Parent
Guaranty” means the guaranty given by Parent in Section 8
of this Agreement, as such Parent Guaranty may hereafter be amended, restated,
supplemented or otherwise modified from time to time in accordance with the
provisions hereof.


 


“Participant” means a purchaser of a participation in the
rights and obligations under this Agreement pursuant to subsection 10.1C.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto.


 


“Pension
Plan” means any Employee Benefit Plan, other than a
Multiemployer Plan, that is subject to Section 412 of the Internal Revenue
Code or Section 302 of ERISA.


 


“Permitted
Encumbrances” means, the following types of Liens
(excluding any such Lien imposed pursuant to Section 401(a)(29) or 412(n)
of the Internal Revenue Code or by ERISA, any such Lien relating to or imposed
in connection with any Environmental Claim, and any such Lien expressly
prohibited by any applicable terms of any of the Collateral Documents):


 


(i)                                     Liens
for taxes, assessments or governmental charges or claims the payment of which
is not, at the time, required by subsection 5.3;


 


(ii)                                  statutory
Liens of landlords, Liens of collecting banks under the UCC on items in the
course of collection, statutory Liens and rights of set-off of banks, statutory
Liens of carriers, warehousemen, mechanics, repairmen, workmen and materialmen,
and other Liens imposed by law, in each case incurred in the ordinary course of
business (a) for amounts not yet overdue or (b) for amounts that are
overdue and that (in the case of any such amounts overdue for a period in
excess of 5 days) are being contested in good faith by appropriate proceedings,
so long as (1) such reserves or other appropriate provisions, if any, as
shall be required by GAAP shall have been made for any such contested amounts,
and (2) in the case of a Lien with respect to any portion of the
Collateral, such contest proceedings conclusively operate to stay the sale of
any portion of the Collateral on account of such Lien;


 


(iii)                               Liens
incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social
security, or to secure the performance of statutory obligations, bids, leases,
government contracts, trade contracts, and other similar obligations (exclusive
of obligations for the payment of borrowed money), so long as no foreclosure,
sale or similar proceedings have been commenced with respect to any portion of
the Collateral on account thereof;


 


(iv)                              any attachment or judgment Lien not constituting an Event of
Default under subsection 7.8;


 


23





















 


(v)                                 licenses
(with respect to Intellectual Property and other property), leases or subleases
granted to third parties in accordance with any applicable terms of the
Collateral Documents and not interfering in any material respect with the
ordinary conduct of the business of Parent or any of its Subsidiaries or
resulting in a material diminution in the value of any Collateral as security
for the Obligations;


 


(vi)                              easements,
rights-of-way, restrictions, encroachments, and other minor defects or
irregularities in title, in each case which do not and will not interfere in
any material respect with the ordinary conduct of the business of Parent or any
of its Subsidiaries or result in a material diminution in the value of any
Collateral as security for the Obligations;


 


(vii)                           any
(a) interest or title of a lessor or sublessor under any lease not
prohibited by this Agreement, (b) Lien or restriction that the interest or
title of such lessor or sublessor may be subject to, or (c) subordination
of the interest of the lessee or sublessee under such lease to any Lien or
restriction referred to in the preceding clause (b), so long as the holder
of such Lien or restriction agrees to recognize the rights of such lessee or
sublessee under such lease;


 


(viii)                        Liens
arising from filing UCC financing statements relating solely to leases not
prohibited by this Agreement;


 


(ix)                                Liens
in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;


 


(x)                                   any
zoning or similar law or right reserved to or vested in any Government
Authority to control or regulate the use of any real property; and


 


(xi)                                Liens
securing obligations (other than obligations representing Indebtedness for
borrowed money) under operating, reciprocal easement or similar agreements
entered into in the ordinary course of business of Parent and its Subsidiaries.


 


“Person”
means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships,
joint stock companies, Joint Ventures, associations, companies, trusts, banks,
trust companies, land trusts, business trusts or other organizations, whether
or not legal entities, and Government Authorities.


 


“Pledged
Collateral” means, collectively, the “Pledged
Collateral” as defined in the Security Agreement.


 


“Potential
Event of Default” means a condition or event that,
after notice or lapse of time or both, would
constitute an Event of Default.


 


“Prime
Rate” means the rate that JPMorgan Chase announces
from time to time as its prime lending rate, as in effect from time to time. The
Prime Rate is a reference rate and


 


24





















 


does
not necessarily represent the lowest or best rate actually charged to any
customer.  Administrative Agent or any
other Lender may make commercial loans or other loans at rates of interest at,
above or below the Prime Rate.


 


“Proceedings”
means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration.


 


“Pro Rata
Share” means (i) with respect to all payments,
computations and other matters relating to the Tranche A Term Loan Commitment
or the Tranche A Term Loan of any Lender, the percentage obtained by dividing
(x) the Tranche A Term Loan Exposure of that Lender by (y) the
aggregate Tranche A Term Loan Exposure of all Lenders, (ii) with respect
to all payments, computations and other matters relating to the Tranche B Term
Loan Commitment or the Tranche B Term Loan of any Lender, the percentage
obtained by dividing (x) the Tranche B Term Loan Exposure of that
Lender by (y) the aggregate Tranche B Term Loan Exposure of all
Lenders, (iii) with respect to all payments, computations and other
matters relating to the Revolving Loan Commitment or the Revolving Loans of any
Lender, the percentage obtained by dividing (x) the Revolving Loan
Exposure of that Lender by (y) the aggregate Revolving Loan
Exposure of all Lenders, and (iv) for all other purposes with respect to
each Lender, the percentage obtained by dividing (x) the sum of the
Tranche A Term Loan Exposure of that Lender plus the Tranche B Term Loan
Exposure of that Lender plus the Revolving Loan Exposure of that Lender by
(y) the sum of the aggregate Tranche A Term Loan Exposure of all Lenders plus
the aggregate Tranche B Term Loan Exposure of all Lenders plus the
aggregate Revolving Loan Exposure of all Lenders, in any such case as the
applicable percentage may be adjusted by assignments permitted pursuant to subsection 10.1.  The initial Pro Rata Share of each Lender for
purposes of each of clauses (i), (ii), (iii) and (iv) of
the preceding sentence is set forth opposite the name of that Lender in Schedule 2.1
annexed hereto.


 


“Real
Property Asset” means, at any time of determination,
any interest then owned by any Loan Party in any real property.


 


“Register”
has the meaning assigned to that term in subsection 2.1D.


 


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


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection,
escaping, deposit, disposal, discharge, dispersal, dumping, leaching or
migration of Hazardous Materials into the indoor or outdoor environment
(including the abandonment or disposal of any barrels, containers or other
closed receptacles containing any Hazardous Materials), including the movement
of any Hazardous Materials through the air, soil, surface water or groundwater.


 


“Repayment Percentage” has the meaning assigned to that term
in subsection 2.4A(i).


 


 “Requisite Lenders”
means Lenders having or holding (i) more than 50% of the sum of the
aggregate Tranche A Term Loan Exposure of all Lenders,
and (ii) more than 50% of


 


25





















 


(A) the
aggregate Tranche B Term Loan Exposure of all Lenders plus (B) the
aggregate Revolving Loan Exposure of all Lenders, together.


 


“Restricted
Junior Payment” means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
stock of Parent or any Borrower now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock to the holders of that class, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any shares of any class of stock
of Parent or any Borrower now or hereafter outstanding, (iii) any payment
made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of stock of Parent or
any Borrower now or hereafter outstanding, and (iv) any payment or
prepayment of principal of, premium, if any, or interest on, or redemption,
purchase, retirement, defeasance (including in-substance or legal defeasance),
sinking fund or similar payment with respect to, any subordinated indebtedness.


 


“Revolving
Lender” means a Lender that has a Revolving Loan
Commitment and/or that has an outstanding Revolving Loan.


 


“Revolving
Loan Commitment” means the commitment of a Revolving
Lender to make Revolving Loans to Borrowers pursuant to subsection 2.1A(iii), and “Revolving Loan
Commitments” means such commitments of all Revolving Lenders in the
aggregate.


 


“Revolving
Loan Commitment Amount” means, at any date, the
aggregate amount of the Revolving Loan Commitments of all Revolving Lenders.


 


“Revolving
Loan Commitment Termination Date” means February 3,
2010.


 


“Revolving
Loan Exposure”, with respect to any Revolving Lender,
means, as of any date of determination (i) prior to the termination of the
Revolving Loan Commitments, the amount of that Lender’s Revolving Loan
Commitment, and (ii) after the termination of the Revolving Loan
Commitments, the aggregate outstanding principal amount of the Revolving Loans
of that Lender.


 


“Revolving
Loans” means the Loans made by Revolving Lenders to
Borrowers pursuant to subsection 2.1A(iii).


 


“Revolving
Notes” means any promissory notes of Borrowers issued
pursuant to subsection 2.1E to evidence the Revolving Loans of any
Revolving Lenders, substantially in the form of Exhibit B-3 annexed
hereto.


 


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


 


“Securities”
means any Capital Stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated,
certificated or uncertificated, or otherwise, or in general any instruments
commonly known as “securities” or any certificates of interest, shares or


 


26





















 


participations
in temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.


 


“Securities
Act” means the Securities Act of 1933, as amended from
time to time, and any successor statute.


 


“Security
Agreement” means the Security Agreement executed and
delivered on the Closing Date, substantially in the form of Exhibit H
annexed hereto, as such Security Agreement may thereafter be amended, restated,
supplemented or otherwise modified from time to time.


 


“Sellers” means, collectively, the Duluth Sellers and the
Fort Wayne Sellers.


 


“Service Providers” means, collectively, the Duluth Service
Provider and the Fort Wayne Service Provider.


 


“Solvent”,
with respect to any Person, means that as of the date of determination both (i)(a) the
then fair saleable value of the property of such Person is (1) greater
than the total amount of liabilities (including contingent liabilities) of such
Person and (2) not less than the amount that will be required to pay the
probable liabilities on such Person’s then existing debts as they become
absolute and due considering all financing alternatives and potential asset
sales reasonably available to such Person; (b) such Person’s capital is
not unreasonably small in relation to its business or any contemplated or
undertaken transaction; and (c) such Person does not intend to incur, or
believe (nor should it reasonably believe) that it will incur, debts beyond its
ability to pay such debts as they become due; and (ii) such Person is “solvent”
within the meaning given that term and similar terms under applicable laws
relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount
of any contingent liability at any time shall be computed as the amount that,
in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.


 


“Stations” means the Duluth Station and the Fort Wayne
Station.


 


“Station Agreements” means, collectively, the Duluth Option
Agreement, the Fort Wayne Option Agreement, the Duluth Shared Services
Agreement, the Fort Wayne Shared Services Agreement, the Duluth Advertising
Representation Agreement, the Fort Wayne Advertising Representation Agreement,
the Duluth Management Services Agreement, the Fort Wayne Management Services
Agreement and the Guaranty Fee Agreement.


 


“Station
Borrowers”  means,
collectively, KDLH(TV) and WPTA(TV).


 


“Subsidiary”,
with respect to any Person, means any corporation, partnership, trust, limited
liability company, association, Joint Venture or other business entity of which
more than 50% of the total voting power of shares of stock or other ownership
interests entitled (without regard to the occurrence of any contingency) to
vote in the election of the members of the Governing Body is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof.


 


27





















 


“Supplemental
Collateral Agent” has the meaning assigned to that
term in subsection 9.1B.


 


“Swap
Counterparty” means a Lender or an Affiliate of a
Lender that has entered into a Hedge Agreement with Parent or one of its
Subsidiaries, the obligations under which are secured pursuant to the
Collateral Documents and guarantied pursuant to the Guaranties.


 


“Syndication
Agent” means Dresdner Bank AG New York and Grand
Cayman Branches in its capacity as syndication agent under this Agreement.


 


“Synthetic
Lease” means (i) a so-called synthetic,
off-balance sheet or tax retention lease, or (ii) an agreement for the use
or possession of property creating obligations that do not appear on the
balance sheet of such Person but which, upon the insolvency or bankruptcy of
such Person, would be characterized as the indebtedness of such Person (without
regard to accounting treatment).


 


“Synthetic
Lease Obligation” means the monetary obligation of a
Person under a Synthetic Lease.


 


“Tax”
or “Taxes” means any present or future
tax, levy, impost, duty, fee, assessment, deduction, withholding or other
charge of any nature and whatever called, by whomsoever, on whomsoever and
wherever imposed, levied, collected, withheld or assessed, including interest,
penalties, additions to tax and any similar liabilities with respect thereto.


 


“TCM” means TCM Media Associates LLC, a New York limited
liability company.


 


“Term
Loans” means, collectively, the Tranche A Term Loans and the Tranche B Term Loans.


 


“Title
Company”  means one or more
title insurance companies reasonably satisfactory to Administrative Agent.


 


“Total
Utilization of Revolving Loan Commitments” means, as
at any date of determination, the aggregate principal amount of all outstanding
Revolving Loans.


 


“Tranche A Lender” means a Lender holding Tranche A Term Loan Exposure.


 


“Tranche A Letter of Credit” means a standby letter of credit
in the form of Exhibit G annexed hereto (or in such other form as
may be consented to in writing by Tranche A Paying Agent and Lenders holding
more than 50% of the aggregate Tranche A Term Loan Exposure of all Lenders),
and any approved replacement, renewal or extension thereof, issued by an
Acceptable Letter of Credit Issuer, naming Tranche A Paying Agent, on behalf of
Lenders holding Tranche A Term Loan Exposure, as beneficiary, available for
drawing (upon fulfillment of the conditions to drawing set forth therein) in an
amount equal to 101% of the outstanding principal amount of the Tranche A Term
Loan Exposure, plus interest on the Tranche A Term Loans for a one calendar
quarter period (but in no event more than 105% of the outstanding


 


28





















 


principal
amount thereof) and containing the Draw Conditions set forth in the definition
thereof in this Agreement.


 


“Tranche A Letter of Credit Proceeds” has the meaning
ascribed to such term in subsection 2.4D(i).


 


“Tranche A
Maturity Date” means the earlier of (i) February 3,
2010 or (ii) the date on which the Tranche A Letter of Credit is drawn
pursuant to the conditions set forth in clause (ii), clause (iii) or
clause (iv) of the definition of Draw Conditions.


 


“Tranche A
Paying Agent” means Dresdner Bank AG New York and
Grand Cayman Branches and also means and includes any successor Tranche A Paying Agent appointed pursuant to subsection 9.5A


 


“Tranche A
Term Loan Commitment” means the commitment of a Lender
to make a Tranche A Term Loan to Borrowers pursuant to subsection 2.1A(i), and “Tranche A Term Loan
Commitments” means such commitments of all Lenders in the aggregate.


 


“Tranche A
Term Loan Exposure”, with respect to any Lender,
means, as of any date of determination (i) prior to the funding of the
Tranche A Term Loans, the amount of that Lender’s Tranche A Term Loan
Commitment, and (ii), after the funding of the Tranche A Term Loans, the
outstanding principal amount of the Tranche A Term Loan of that Lender.


 


“Tranche A
Term Loans” means the Loans made by Lenders to
Borrowers pursuant to subsection 2.1A(i).


 


“Tranche A
Term Notes” means any promissory notes of Borrowers
issued pursuant to subsection 2.1E to evidence the Tranche A Term Loans of any Lenders, substantially in the form of Exhibit B-1
annexed hereto.


 


“Tranche B Lender” means a Lender holding Tranche B Term Loan
Exposure.


 


“Tranche B Maturity Date” means February 3, 2010.


 


“Tranche B
Term Loan Commitment” means the commitment of a Lender
to make a Tranche B Term Loan to Borrowers pursuant to subsection 2.1A(ii), and “Tranche B Term Loan
Commitments” means such commitments of all Lenders in the aggregate.


 


“Tranche B
Term Loan Exposure”, with respect to any Lender,
means, as of any date of determination (i) prior to the funding of the
Tranche B Term Loans, the amount of that Lender’s Tranche B Term Loan
Commitment and (ii) after the funding of the Tranche B Term Loans, the
outstanding principal amount of the Tranche B Term Loan of that Lender.


 


“Tranche B
Term Loans” means the Loans made by Lenders to
Borrowers pursuant to subsection 2.1A(ii).


 


29





















 


“Tranche B
Term Notes” means any promissory notes of Borrowers
issued pursuant to subsection 2.1E to evidence the Tranche B Term Loans of
any Lenders, substantially in the form of Exhibit B-2 annexed
hereto.


 


“Transaction
Costs” means the fees, costs and expenses payable by
Parent and its Subsidiaries on or before the Closing Date in connection with
the transactions contemplated by the Loan Documents, the Acquisition Agreements
and the Station Agreements.


 


“UCC”
means the Uniform Commercial Code as in effect in any applicable jurisdiction.


 


“Unasserted
Obligations” means, at any time, Obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities
(except for the principal of and interest on, and fees relating to, any
Indebtedness) in respect of which no claim or demand for payment has been made
(or, in the case of Obligations for indemnification, no notice for
indemnification has been issued by the Indemnitee) at such time.


 


“USA Patriot Act” means the Uniting And
Strengthening America By Providing Appropriate Tools Required To Intercept And
Obstruct Terrorism (USA Patriot Act of 2001) (Title III of Pub. L. 107-56
(signed into law October 26, 2001)).


 


“WPTA(TV)”
has the meaning assigned to that term in the introduction to this Agreement.


 


1.2                               Accounting
Terms; Utilization of GAAP for Purposes of Calculations Under
Agreement.


 


Except as
otherwise expressly provided in this Agreement, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity
with GAAP.  Financial statements and
other information required to be delivered by Parent to Lenders pursuant to clauses
(ii), (iii) and (xii) of subsection 5.1 shall be prepared in
accordance with GAAP as in effect at the time of such preparation (and
delivered together with the reconciliation statements provided for in subsection 5.1(v)).  Except as otherwise expressly provided in
this Agreement, calculations in connection with the definitions, covenants and
other provisions of this Agreement shall utilize GAAP as in effect on the date
of determination, applied in a manner consistent with that used in preparing the
financial statements referred to in subsection 4.3.  If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any
Loan Document, and Parent, Administrative Agent or Requisite Lenders shall so
request, Administrative Agent, Lenders and Parent shall negotiate in good faith
to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of Requisite Lenders),
provided that, until so amended, such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and Parent shall
provide to Administrative Agent and Lenders reconciliation statements provided
for in subsection 5.1(v).


 


30





















 


1.3                               Other
Definitional Provisions and Rules of Construction.


 


A.                                    Any
of the terms defined herein may, unless the context otherwise requires, be used
in the singular or the plural, depending on the reference.


 


B.                                    References
to “Sections” and “subsections” shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically provided.  Section and subsection headings in
this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose or be given any
substantive effect.


 


C.                                    The
use in any of the Loan Documents of the word “include” or “including”, when
following any general statement, term or matter, shall not be construed to
limit such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
nonlimiting language (such as “without limitation” or “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that fall within the broadest
possible scope of such general statement, term or matter.


 


Section 2.                                          AMOUNTS
AND TERMS OF COMMITMENTS AND LOANS


 


2.1                               Commitments;
Making of Loans; the Register; Optional Notes.


 


A.                                    Commitments.  Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of Parent and
Borrowers herein set forth, each Lender hereby severally agrees to make the
Loans as described in subsections 2.1A(i), 2.1A(ii) and
2.1A(iii).


 


(i)                     Tranche
A Term Loans.  Each Lender that has a
Tranche A Term Loan Commitment severally agrees to
lend to Borrowers on the Closing Date an amount not exceeding its Pro Rata
Share of the aggregate amount of the Tranche A Term Loan Commitments to be used
for the purposes identified in subsection 2.5A.  The amount of each Lender’s Tranche A Term
Loan Commitment is set forth opposite its name on Schedule 2.1
annexed hereto and the aggregate amount of the Tranche A Term Loan Commitments
is $23,500,000; provided that the amount of the Tranche A Term Loan
Commitment of each Lender shall be adjusted to give effect to any assignment of
such Tranche A Term Loan Commitment pursuant to subsection 10.1B.  Each Lender’s Tranche A
Term Loan Commitment shall expire immediately and without further action on March 31,
2005, if the Tranche A Term Loans are not made on or before that date.  Borrowers may make only one borrowing under
the Tranche A Term Loan Commitments.  Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be
reborrowed.


 


(ii)                  Tranche B Term Loans.  Each Lender that has a Tranche B Term Loan
Commitment severally agrees to lend to Borrowers on the Closing Date an amount
not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term
Loan Commitments to be used for the purposes identified in subsection 2.5A.  The amount of each Lender’s Tranche B Term
Loan Commitment is set forth opposite its name on


 


31





















 


Schedule 2.1 annexed hereto and the aggregate
amount of the Tranche B Term Loan Commitments is $25,000,000; provided
that the amount of the Tranche B Term Loan Commitment of each Lender shall be
adjusted to give effect to any assignment of such Tranche B Term Loan
Commitment pursuant to subsection 10.1B. 
Each Lender’s Tranche B Term Loan Commitment shall expire immediately
and without further action on March 31, 2005, if the Tranche B Term Loans
are not made on or before that date. 
Borrowers may make only one borrowing under the Tranche B Term Loan
Commitments.  Amounts borrowed under this
subsection 2.1A(ii) and subsequently repaid
or prepaid may not be reborrowed.


 


(iii)               Revolving
Loans.  Each Revolving Lender
severally agrees, subject to the limitations set forth below with respect to
the maximum amount of Revolving Loans permitted to be outstanding from time to
time, to lend to the Station Borrowers from time to time during the period from
the Closing Date to but excluding the Revolving Loan Commitment Termination
Date an aggregate amount not exceeding its Pro Rata Share of the aggregate
amount of the Revolving Loan Commitments to be used for the purposes identified
in subsection 2.5B.  The original
amount of each Revolving Lender’s Revolving Loan Commitment is set forth
opposite its name on Schedule 2.1 annexed hereto and the original
Revolving Loan Commitment Amount is $5,000,000; provided that the amount
of the Revolving Loan Commitment of each Revolving Lender shall be adjusted to
give effect to any assignment of such Revolving Loan Commitment pursuant to subsection 10.1B
and shall be reduced from time to time by the amount of any reductions thereto
made pursuant to subsection 2.4. 
Each Revolving Lender’s Revolving Loan Commitment shall expire on the
Revolving Loan Commitment Termination Date and all Revolving Loans and all
other amounts owed hereunder with respect to the Revolving Loans and the
Revolving Loan Commitments shall be paid in full no later than that date; provided
that each Revolving Lender’s Revolving Loan Commitment shall expire immediately
and without further action on March 31, 2005, if the Term Loans and the
initial Revolving Loans are not made on or before that date.  Amounts borrowed under this subsection 2.1A(iii) may be repaid and reborrowed to but excluding
the Revolving Loan Commitment Termination Date.


 


Anything contained
in this Agreement to the contrary notwithstanding, the Revolving Loans and the
Revolving Loan Commitments shall be subject to the limitation that in no event
shall the Total Utilization of Revolving Loan Commitments at any time exceed
the Revolving Loan Commitment Amount then in effect.


 


B.                                    Borrowing
Mechanics.  Loans made on any Funding
Date shall be in an aggregate minimum amount of $500,000 and multiples of
$250,000 in excess of that amount. 
Whenever any Borrower desires that Lenders make Term Loans or Revolving
Loans it shall deliver to Administrative Agent a duly executed Notice of
Borrowing no later than 10:00 A.M. (New York City time) at least three
Business Days in advance of the proposed Funding Date (in the case of
Eurodollar Rate Loans) or at least one Business Day in advance of the proposed
Funding Date (in the case of Base Rate Loans). 
Term Loans and Revolving Loans may be continued as or converted into
Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D.  In lieu of delivering a Notice of Borrowing,
Borrowers may give Administrative Agent telephonic notice by the required time of
any proposed borrowing under


 


32





















 


this subsection 2.1B; provided
that such notice shall be promptly confirmed in writing by delivery of a duly
executed Notice of Borrowing to Administrative Agent on or before the
applicable Funding Date.


 


Neither
Administrative Agent nor any Lender shall incur any liability to Borrowers in
acting upon any telephonic notice referred to above that Administrative Agent
believes in good faith to have been given by an Officer or other person
authorized to borrow on behalf of Borrowers or for otherwise acting in good
faith under this subsection 2.1B or under subsection 2.2D, and upon
funding of Loans by Lenders, and upon conversion or continuation of the
applicable basis for determining the interest rate with respect to any Loans
pursuant to subsection 2.2D, in each case in accordance with this
Agreement, pursuant to any such telephonic notice Borrowers shall have effected
Loans or a conversion or continuation, as the case may be, hereunder.


 


Borrowers
shall notify Administrative Agent prior to the funding of any Loans in the
event that any of the matters to which Borrowers is required to certify in the
applicable Notice of Borrowing is no longer true and correct as of the
applicable Funding Date, and the acceptance by Borrowers of the proceeds of any
Loans shall constitute a re-certification by Borrowers, as of the applicable
Funding Date, as to the matters to which Borrowers are required to certify in
the applicable Notice of Borrowing.


 


Except as
otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice of Borrowing
for, or a Notice of Conversion/Continuation for conversion to, or continuation
of, a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be
irrevocable on and after the related Interest Rate Determination Date, and
Borrowers shall be bound to make a borrowing or to effect a conversion or
continuation in accordance therewith.


 


C.                                    Disbursement
of Funds.  All Term Loans and
Revolving Loans shall be made by Lenders simultaneously and proportionately to
their respective Pro Rata Shares, it being understood that neither
Administrative Agent nor any Lender shall be responsible for any default by any
other Lender in that other Lender’s obligation to make a Loan requested
hereunder nor shall the amount of the Commitment of any Lender to make the
particular type of Loan requested be increased or decreased as a result of a
default by any other Lender in that other Lender’s obligation to make a Loan
requested hereunder.  Promptly after
receipt by Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B
(or telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender for that type of Loan, as the case may be, of the proposed
borrowing.  Each such Lender shall make
the amount of its Loan available to Administrative Agent not later than 12:00
Noon (New York City time) on the applicable Funding Date, in same day funds in
Dollars, at the Funding and Payment Office. 
Upon satisfaction or waiver of the conditions precedent specified in
subsections 4.1 (in the case of Loans made on the Closing Date) and 4.2 (in the
case of all Loans), Administrative Agent shall make the proceeds of such Loans
available to Borrowers on the applicable Funding Date by causing an amount of
same day funds in Dollars equal to the proceeds of all such Loans received by
Administrative Agent from Lenders to be credited to the account of Borrowers at
the Funding and Payment Office.


 


33





















 


Unless
Administrative Agent shall have been notified by any Lender prior to a Funding
Date that such Lender does not intend to make available to Administrative Agent
the amount of such Lender’s Loan requested on such Funding Date, Administrative
Agent may assume that such Lender has made such amount available to
Administrative Agent on such Funding Date and Administrative Agent may, in its
sole discretion, but shall not be obligated to, make available to Borrowers a
corresponding amount on such Funding Date. 
If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Funding Date until the date such
amount is paid to Administrative Agent, at the federal funds rate for three
Business Days and thereafter at the Base Rate. 
If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent’s demand therefor, Administrative Agent shall promptly
notify Parent and Borrowers shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans.  Nothing in this subsection 2.1C shall be
deemed to relieve any Lender from its obligation to fulfill its Commitments
hereunder or to prejudice any rights that Borrowers may have against any Lender
as a result of any default by such Lender hereunder.


 


D.                                    The
Register.  Administrative Agent,
acting for these purposes solely as an agent of Borrowers (it being
acknowledged that Administrative Agent, in such capacity, and its officers,
directors, employees, agent and affiliates shall constitute Indemnitees under
subsection 10.3), shall maintain (and make available for inspection by
Borrowers upon reasonable prior notice at reasonable times) at its address
referred to in subsection 10.8 a register for the recordation of, and
shall record, the names and addresses of Lenders and the respective amounts of
the Tranche A Term Loan Commitment, Tranche B Term Loan Commitment, Revolving
Loan Commitment, Tranche A Term Loan, Tranche B Term Loan and Revolving Loans
of each Lender from time to time (the “Register”).  Each Borrower and Administrative Agent shall
deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Commitments and Loans listed therein for all
purposes hereof; all amounts owed with respect to any Commitment or Loan shall
be owed to the Lender listed in the Register as the owner thereof; and any
request, authority or consent of any Person who, at the time of making such
request or giving such authority or consent, is listed in the Register as a
Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding Commitments or Loans.  Each Lender shall record on its internal
records the amount of its Loans and Commitments and each payment in respect
hereof, and any such recordation shall be conclusive and binding on Borrowers,
absent manifest error, subject to the entries in the Register, which shall,
absent manifest error, govern in the event of any inconsistency with any Lender’s
records.  Failure to make any recordation
in the Register or in any Lender’s records, or any error in such recordation,
shall not affect any Loans or Commitments or any Obligations in respect of any
Loans.


 


E.                                      Optional
Notes.  If so requested by any Lender
by written notice to Parent (with a copy to Administrative Agent) at least two
Business Days prior to the Closing Date or at any time thereafter, Borrowers shall
execute and deliver to such Lender (and/or, if applicable and if so specified
in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1)
on the Closing Date (or, if such notice is delivered after the Closing Date,


 


34





















 


promptly after Parent’s receipt
of such notice) a promissory note or promissory notes to evidence such Lender’s
Tranche A Term Loan, Tranche B Term Loan or Revolving Loans, substantially in
the form of Exhibit B-1, Exhibit B-2 or Exhibit B-3
annexed hereto, respectively, with appropriate insertions.


 


2.2                               Interest
on the Loans.


 


A.                                    Rate
of Interest.  Subject to the
provisions of subsections 2.6 and 2.7, each Term Loan and each Revolving Loan
shall bear interest on the unpaid principal amount thereof from the date made
through maturity (whether by acceleration or otherwise) at a rate determined by
reference to the Base Rate or the Adjusted Eurodollar Rate.  The applicable basis for determining the rate
of interest with respect to any Term Loan or any Revolving Loan shall be
selected by any Borrower initially at the time a Notice of Borrowing is given
with respect to such Loan pursuant to subsection 2.1B, and the basis for
determining the interest rate with respect to any Term Loan or any Revolving
Loan may be changed from time to time pursuant to subsection 2.2D (subject
to the last sentence of subsection 2.1B). 
If on any day a Term Loan or Revolving Loan is outstanding with respect
to which notice has not been delivered to Administrative Agent in accordance
with the terms of this Agreement specifying the applicable basis for
determining the rate of interest, then for that day that Loan shall bear
interest determined by reference to the Base Rate.


 


(i)                     Subject
to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche A Term Loans shall bear interest through maturity as
follows:


 


(a)                                  if a Base Rate Loan, then at the sum of the Base Rate plus
0.00% per annum; or


 


(b)                                 if a Eurodollar Rate Loan, then at the sum of the Adjusted
Eurodollar Rate plus 0.60% per annum.


 


(ii)                  Subject
to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans
and the Revolving Loans shall bear interest through maturity as follows:


 


(a)                                  if
a Base Rate Loan, then at the sum of the Base Rate plus 7.625% per
annum, consisting of interest payable in cash equal to the sum of the Base Rate
plus 4.625% per annum and Deferred Interest at a rate equal to 3.000%
per annum; or


 


(b)                                 if
a Eurodollar Rate Loan, then at the sum of the Adjusted Eurodollar Rate plus
10.375% per annum, consisting of interest payable in cash equal to the sum of
the Eurodollar rate plus 7.375% per annum and Deferred Interest at a
rate equal to 3.000% per annum.


 


B.                                    Interest
Periods.  In connection with each
Eurodollar Rate Loan, any Borrower may, pursuant to the applicable Notice of
Borrowing or Notice of Conversion/Continuation, as the case may be, select an
interest period (each an “Interest Period”)
to be applicable to such Loan, which Interest Period shall be, at such Borrower’s
option, a one, two, three or six month period; 
provided that:


 


35





















 


(i)                     the
initial Interest Period for any Eurodollar Rate Loan shall commence on the
Funding Date in respect of such Loan, in the case of a Loan initially made as a
Eurodollar Rate Loan, or on the date specified in the applicable Notice of
Conversion/Continuation, in the case of a Loan converted to a Eurodollar Rate
Loan;


 


(ii)                  in the case of immediately successive Interest Periods
applicable to a Eurodollar Rate Loan continued as such pursuant to a Notice of
Conversion/Continuation, each successive Interest Period shall commence on the
day on which the immediately preceding Interest Period expires;


 


(iii)               if
an Interest Period would otherwise expire on a day that is not a Business Day,
such Interest Period shall expire on the next succeeding Business Day; provided
that, if any Interest Period would otherwise expire on a day that is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the immediately
preceding Business Day;


 


(iv)              any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall, subject to clause (v) of
this subsection 2.2B, end on the last Business Day of a calendar month;


 


(v)                 no
Interest Period with respect to any portion of the Tranche A Term Loans shall
extend beyond the Tranche A Maturity Date, no Interest Period with respect to
any portion of the Tranche B Term Loans shall extend beyond the Tranche B
Maturity Date, and no Interest Period with respect to any portion of the Revolving
Loans shall extend beyond the Revolving Loan Commitment Termination Date;


 


(vi)              no
Interest Period with respect to any type of Term Loans shall extend beyond a
date on which Borrowers are required to make a scheduled payment of principal
of such type of Term Loans, unless the sum of (a) the aggregate principal
amount of such type of Term Loans that are Base Rate Loans plus (b) the
aggregate principal amount of such type of Term Loans that are Eurodollar Rate
Loans with Interest Periods expiring on or before such date equals or exceeds
the principal amount required to be paid on such type of Term Loans on such
date;


 


(vii)           there shall be no more than ten Interest Periods outstanding
at any time; and


 


(viii)        in the event that a Borrower fails to specify an Interest
Period for any Eurodollar Rate Loan in the applicable Notice of Borrowing or
Notice of Conversion/Continuation, such Borrower shall be deemed to have
selected an Interest Period of one month.


 


C.                                    Interest
Payments.


 


(i)                     Deferred
Interest.  Subject to the provisions
of subsection 2.2E, Deferred Interest on each Revolving Loan and Tranche B
Term Loan shall be accrued


 


36





















 


in arrears on and to each
Interest Payment Date applicable to that Loan, upon any prepayment of that Loan
(to the extent accrued on the amount being prepaid), and at maturity (including
final maturity), and shall be added to the principal amount of that Loan on
such date.


 


(ii)                  Cash
Interest.  Subject to the provisions
of subsection 2.2E, except as set forth in clause (i) above, interest
on each Loan shall be payable in arrears on and to each Interest Payment Date
applicable to that Loan, upon any prepayment of that Loan (to the extent
accrued on the amount being prepaid) and at maturity (including final
maturity); provided that, in the event any Revolving Loans that are Base
Rate Loans are prepaid pursuant to subsection 2.4B(i), interest accrued on
such Loans through the date of such prepayment shall be payable on the next
succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier,
at final maturity).


 


(iii)               Overdue Interest on Tranche A Term Loans.  Any
interest payments on Tranche A Term Loans not paid within five days after the
date due shall be accrued and added to the principal amount of the Tranche A
Term Loans, at the rate provided in subsection 2.2E (without a requirement
for election or demand in respect thereof by Administrative Agent or any Lender
having Tranche A Term Loan Exposure). 
Such accrual is not a permitted alternative to timely payment and shall
not constitute a waiver of any Event of Default or otherwise prejudice or limit
any rights or remedies of Administrative Agent or any Lender having Tranche A Term Loan Exposure.


 


D.                                    Conversion
or Continuation.  Subject to the
provisions of subsection 2.6, any Borrower shall have the option (i) to
convert at any time all or any part of its outstanding Term Loans or Revolving
Loans equal to $500,000 and multiples of $250,000 in excess of that amount from
Loans bearing interest at a rate determined by reference to one basis to Loans
bearing interest at a rate determined by reference to an alternative basis, (ii) upon
the expiration of any Interest Period applicable to a Eurodollar Rate Loan, to
convert all or any part of its outstanding Term Loans or Revolving Loans from
Eurodollar Rate Loans to Base Rate Loans, or (iii) upon the expiration of
any Interest Period applicable to a Eurodollar Rate Loan, to continue all or
any portion of such Loan equal to $500,000 and multiples of $250,000 in excess
of that amount as a Eurodollar Rate Loan; provided,  however, that
a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the
expiration date of an Interest Period applicable thereto.


 


Borrowers
shall deliver a duly executed Notice of Conversion/Continuation to
Administrative Agent no later than 10:00 A.M. (New York City time) at
least one Business Day in advance of the proposed conversion date (in the case
of a conversion to a Base Rate Loan) and at least three Business Days in
advance of the proposed conversion/continuation date (in the case of a
conversion to, or a continuation of, a Eurodollar Rate Loan).  In lieu of delivering a Notice of
Conversion/Continuation, any Borrower may give Administrative Agent telephonic
notice by the required time of any proposed conversion/continuation under this
subsection 2.2D; provided that such notice shall be promptly
confirmed in writing by delivery of a duly executed Notice of
Conversion/Continuation to Administrative Agent on or before the proposed
conversion/continuation date.  If a
Borrower fails to deliver a timely notice with respect to a
conversion/continuation of a Eurodollar Rate Loan, then, unless such Eurodollar
Rate Loan is


 


37





















 


repaid
as provided herein, such Loan shall be converted into a Base Rate Loan.
Administrative Agent shall notify each Lender of any Loan subject to a Notice
of Conversion/Continuation.


 


E.                                      Default
Rate.  Upon the occurrence and during
the continuation of any Event of Default, upon election by Administrative Agent
or Requisite Lenders, the outstanding principal amount of all Loans (including,
without limitation, Eurodollar Rate Loans) and, to the extent permitted by
applicable law, any interest payments thereon not paid when due and any fees
and other amounts then due and payable hereunder, shall thereafter bear
interest (including post-petition interest in any proceeding under the
Bankruptcy Code or other applicable bankruptcy laws) payable upon demand by
Administrative Agent at a rate that is 3.50% per annum in excess of the
interest rate otherwise payable under this Agreement with respect to the
applicable Loans (or, in the case of any such fees and other amounts, at a rate
that is 3.50% per annum in excess of the interest rate otherwise payable under
this Agreement for Base Rate Loans); provided that Eurodollar Rate Loans
shall bear interest payable upon demand at a rate that is 3.50% per annum in
excess of the interest rate otherwise payable under this Agreement with respect
to such Loans until the expiration of the Interest Period in effect at the time
any such increase in interest rate is effective, at which time such Eurodollar
Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear
interest payable upon demand at a rate that is 3.50% per annum in excess of the
interest rate otherwise payable under this Agreement for Base Rate Loans; provided
further that fees payable under subsection 2.3A shall accrue at a
rate that is 3.50% per annum in excess of the rate at which such fees would
otherwise accrue; and provided  further that, for the avoidance of
doubt, none of the additional interest required under this subsection 2.2E
shall be Deferred Interest.  Payment or
acceptance of the increased rates of interest provided for in this subsection 2.2E
is not a permitted alternative to timely payment and shall not constitute a
waiver of any Event of Default or otherwise prejudice or limit any rights or
remedies of Administrative Agent or any Lender.


 


F.                                      Computation
of Interest.  Interest on the Loans
shall be computed (i) in the case of Base Rate Loans, on the basis of a
365-day or 366-day year, as the case may be, and (ii) in the case of
Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the
actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date
of the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a
Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to
such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar
Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar
Rate Loan, as the case may be, shall be excluded; provided that if a
Loan is repaid on the same day on which it is made, one day’s interest shall be
paid on that Loan.


 


G.                                    Maximum
Rate.  Notwithstanding the foregoing
provisions of this subsection 2.2, in no event shall the rate of interest
payable by Borrowers with respect to any Loan exceed the maximum rate of
interest permitted to be charged under applicable law.


 


38





















 


2.3                               Fees.


 


A.                                    Commitment
Fees.  Borrowers agree to pay to
Administrative Agent, for distribution to each Revolving Lender in proportion
to that Lender’s Pro Rata Share, commitment fees for the period from and
including the Closing Date to and excluding the Revolving Loan Commitment
Termination Date in an amount equal to the product of (i) the average of
the daily excess of (x) the Revolving Loan Commitment Amount over
(y) the aggregate principal amount of outstanding Revolving Loans multiplied
by (ii) 0.50% per annum, such commitment fees to be calculated on the
basis of a 360-day year and the actual number of days elapsed and to be payable
monthly in arrears on the last Business Day of each calendar month, commencing
on the first such date to occur after the Closing Date, and on the Revolving
Loan Commitment Termination Date.


 


B.                                    Other
Fees.  Borrowers agree to pay to
Administrative Agent, Tranche A Paying Agent and
Arranger such fees in the amounts and at the times separately agreed upon
between Parent and Administrative Agent, Tranche A Paying Agent or Arranger.


 


2.4                               Repayments,
Prepayments and Reductions of Revolving Loan Commitment Amount; General
Provisions Regarding Payments; Application of Proceeds of Collateral and
Payments Under Guaranties.


 


A.                                    Scheduled
Payments of Revolving Loans and Term Loans.


 


(i)                     Scheduled
Payments of Revolving Loans and Tranche A Term Loans.  The Borrowers shall make principal payments
on the Revolving Loans and the Tranche A Term Loans in
monthly installments on the last Business Day of each month, with the first
such installment due April 29, 2005. 
The amount of each monthly installment shall be equal to the product of (a) the
Repayment Percentage and (b) the Consolidated Excess Free Cash Flow for
the month preceding the month in which such installment is due.  The “Repayment Percentage”
for any monthly installment shall be (i) 25%, so long as no Event of
Default or Potential Event of Default has occurred and is continuing and the
Consolidated Loan to Stick Value Ratio (determined as of the most recent
Measurement Date) is less than 70%; or (ii) 100% if any Event of Default
or Potential Event of Default has occurred and is continuing or the
Consolidated Loan to Stick Value Ratio is equal to or greater than 70%
(determined as of the most recent Measurement Date).  Subject to subsection 2.4D, all such
payments under this subsection 2.4A(i) shall be applied first
to repay the outstanding Revolving Loans to the full extent thereof (without a
corresponding reduction in the Revolving Loan Commitment Amount) and second
to repay the outstanding Tranche A Term Loans to the full extent thereof; provided
that, if the Repayment Percentage for such monthly installment is 100% in
accordance with the preceding sentence, the excess 75% of such monthly
installment shall be applied first to repay the outstanding Revolving
Loans to the full extent thereof and second to repay the outstanding
Tranche B Term Loans to the full extent thereof.


 


The Revolving
Loans and all other amounts owed hereunder with respect to the Revolving Loans
shall be paid in full no later than the Revolving Loan Commitment


 


39





















 


Termination Date, and the final installment
payable by Borrowers in respect of the Revolving Loans on such date shall be in
an amount, if such amount is different from that specified above, sufficient to
repay all amounts owing by Borrowers under this Agreement with respect to the
Revolving Loans.  The Tranche A Term
Loans and all other amounts owed hereunder with respect to the Tranche A Term
Loans shall be paid in full no later than the Tranche A Maturity Date, and the
final installment payable by Borrowers in respect of the Tranche A Term Loans
on such date shall be in an amount, if such amount is different from that
specified above, sufficient to repay all amounts owing by Borrowers under this
Agreement with respect to the Tranche A Term Loans.


 


(ii)                  Scheduled
Payments of Tranche B Term Loans. 
Borrowers shall make principal payments on the Tranche B Term Loans in
installments in the amounts set forth below on the last Business Day of each
month that ends during a period set forth below:


 


	
  Period

  	
   

  	
  Monthly Scheduled Repayment Amount

  
	
  June 1, 2006,

  through March 31, 2007

  	
   

  	
  $125,000.00

  
	
   

  	
   

  	
   

  
	
  April 1, 2007,

  through March 31, 2008

  	
   

  	
  $158,333.33

  
	
   

  	
   

  	
   

  
	
  April 1, 2008,

  through February 1, 2010

  	
   

  	
  $216,666.67

  
	
   

  	
   

  	
   

  
	
  Tranche B Maturity Date

  	
   

  	
  Outstanding Principal

  and All Other Amounts

  



 


; provided that the scheduled installments of principal of the
Tranche B Term Loans set forth above shall be reduced in connection with any
voluntary or mandatory prepayments of the Tranche B Term Loans in accordance
with subsection 2.4B(iv); and provided, further that the
Tranche B Term Loans and all other amounts owed hereunder with respect to the
Tranche B Term Loans shall be paid in full no later than the Tranche B Maturity
Date, and the final installment payable by Borrowers in respect of the Tranche
B Term Loans on such date shall be in an amount, if such amount is different
from that specified above, sufficient to repay all amounts owing by Borrowers
under this Agreement with respect to the Tranche B Term Loans.


 


B.                                    Prepayments
and Reductions in Revolving Loan Commitment Amount.


 


(i)                     Voluntary
Prepayments.  Borrowers may, upon not
less than two Business Days’ prior written or telephonic
notice, in the case of Base Rate Loans, and three Business Days’ prior written
or telephonic notice, in the case of Eurodollar Rate


 


40





















 


Loans, in each case given to Administrative Agent by 1:00 p.m.
(New York City time) on the date required and, if given by telephone, promptly
confirmed in writing to Administrative Agent, who will promptly notify each
Lender whose Loans are to be prepaid of such prepayment, at any time and from
time to time prepay any Term Loans or Revolving Loans on any Business Day in
whole or in part in an aggregate minimum amount of (a) $500,000 and
multiples of $250,000 in excess of that amount; provided, however,
that a Eurodollar Rate Loan may only be prepaid on the expiration of the
Interest Period applicable thereto unless all amounts required to be paid under
subsection 2.6D are paid simultaneously with the prepayment of such
Eurodollar Rate Loans (or, if such amounts have not been determined by the time
of such prepayment, promptly on demand therefor in accordance with subsection 2.8A
by the Lenders entitled to such compensation). 
Notice of prepayment having been given as aforesaid, the principal
amount of the Loans specified in such notice shall become due and payable on
the prepayment date specified therein. 
Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv).


 


(ii)                  Voluntary
Reductions of Revolving Loan Commitments. 
Borrowers may, upon no fewer than five Business Days’ prior written or
telephonic notice confirmed in writing to Administrative Agent, or upon such
lesser number of days’ prior written or telephonic notice, as determined by
Administrative Agent in its sole discretion, at any time and from time to time,
either (a) terminate all of the Revolving Loan Commitments in whole or (b) permanently
reduce the Revolving Loan Commitment Amount in part, without premium or
penalty, in an amount up to the amount by which the Revolving Loan Commitment
Amount exceeds the Total Utilization of Revolving Loan Commitments at the time
of such proposed termination or reduction; provided that any such
partial reduction of the Revolving Loan Commitment Amount shall be in an
aggregate minimum amount of $500,000 and multiples of $250,000 in excess of
that amount.  Borrowers’ notice to
Administrative Agent (who will promptly notify each Revolving Lender of such
notice) shall designate the date (which shall be a Business Day) of such
termination or reduction and the amount of any partial reduction, and such
termination or reduction shall be effective on the date specified in Borrowers’
notice and shall reduce the amount of the Revolving Loan Commitment of each
Revolving Lender proportionately to its Pro Rata Share.  Any such voluntary reduction of the Revolving
Loan Commitment Amount shall be applied as specified in subsection 2.4B(iv).


 


(iii)               Mandatory
Prepayments and Mandatory Reductions of Revolving Loan Commitments.  The Loans shall be prepaid and/or the
Revolving Loan Commitment Amount shall be permanently reduced in the amounts
and under the circumstances set forth below, all such prepayments and/or
reductions to be applied as set forth below or as more specifically provided in
subsection 2.4B(iv) and subsection 2.4D:


 


(a)                                  Prepayments
and Reductions From Net Asset Sale Proceeds.  No later than the date of receipt by Parent
or any of its Subsidiaries of any Net Asset Sale Proceeds in respect of any
Asset Sale, Borrowers shall prepay the Loans and/or the Revolving Loan
Commitment Amount shall be permanently reduced in an aggregate amount equal to
such Net Asset Sale Proceeds.


 


41





















 


(b)                                 Prepayments
and Reductions from Net Insurance/Condemnation Proceeds.  No later than the first Business Day
following the date of receipt by Administrative Agent or by Parent or any of its Subsidiaries of any Net
Insurance/Condemnation Proceeds that are required to be applied to prepay the
Loans and/or reduce the Revolving Loan Commitment Amount pursuant to the
provisions of subsection 5.4C, Borrowers shall prepay the Loans and/or the
Revolving Loan Commitment Amount shall be permanently reduced in an aggregate
amount equal to the amount of such Net Insurance/Condemnation Proceeds.


 


(c)                                  Prepayments
and Reductions Due to Issuance of Equity Securities.  On the date of receipt of the Net Securities
Proceeds from the issuance of any Capital Stock of Parent or of any of its
Subsidiaries or from any capital contribution to Parent by any holder of
Capital Stock thereof after the Closing Date, Borrowers shall prepay the Loans
and/or the Revolving Loan Commitment Amount shall be permanently reduced in an
aggregate amount equal to such Net Securities Proceeds.


 


(d)                                 Prepayments
and Reductions Due to Issuance of Indebtedness.  On the date of receipt of the Net Securities
Proceeds from the issuance of any Indebtedness of Parent or any of its
Subsidiaries, other than Indebtedness permitted pursuant to subsection 6.1,
Borrowers shall prepay the Loans and/or the Revolving Loan Commitment Amount
shall be permanently reduced in an aggregate amount equal to such Net
Securities Proceeds.


 


(e)                                  Calculations of
Net Proceeds Amounts; Additional Prepayments and Reductions Based on Subsequent
Calculations.  Concurrently with any
prepayment of the Loans and/or reduction of the Revolving Loan Commitment
Amount pursuant to subsections 2.4B(iii)(a)-(d),
Parent shall deliver to Administrative Agent an Officer’s Certificate
demonstrating the calculation of the amount of the applicable Net Asset Sale
Proceeds, Net Insurance/Condemnation Proceeds or Net Securities Proceeds, as
the case may be, that gave rise to such prepayment and/or reduction.  In the event that Parent shall subsequently
determine that the actual amount was greater than the amount set forth in such
Officer’s Certificate, Borrowers shall promptly make an additional prepayment
of the Loans (and/or, if applicable, the Revolving Loan Commitment Amount shall
be permanently reduced) in an amount equal to the amount of such excess, and
Parent shall concurrently therewith deliver to Administrative Agent an Officer’s
Certificate demonstrating the derivation of the additional amount resulting in
such excess.  Nothing in
subsections 2.4B(iii)(a)-(d) shall be construed to permit any
transaction that is otherwise prohibited under this Agreement, nor shall
acceptance of any prepayment under any of such subsections be deemed to
constitute Administrative Agent’s or any Lender’s consent to any transaction
that is otherwise prohibited under this Agreement.


 


(f)                                    Prepayments
Due to Reductions or Restrictions of Revolving Loan Commitment Amount.  Borrowers shall from time to time prepay the
Revolving


 


42





















 


Loans to the
extent necessary so that the Total Utilization of Revolving Loan Commitments
shall not at any time exceed the Revolving Loan Commitment Amount then in
effect.  At such time as the Total
Utilization of Revolving Loan Commitments shall be equal to or less than the
Revolving Loan Commitment Amount, if no Event of Default has occurred and is
continuing, to the extent any Cash collateral was provided by Borrowers and has
not been applied to any Obligations as provided in the Security Agreement, such
amount may, at the request of Parent, be released to Borrowers.


 


(iv)              Application
of Prepayments and Unscheduled Reductions of Revolving Loan Commitment Amount.


 


(a)                                  Application
of Voluntary Prepayments by Type of Loans and Order of Maturity.  Any voluntary prepayments pursuant to subsection 2.4B(i) shall
be applied as specified by Borrowers in the applicable notice of prepayment; provided
that in the event Borrowers fail to specify the Loans to which any such
prepayment shall be applied, such prepayment shall be applied first to
prepay outstanding Revolving Loans to the full extent thereof, and second,
to the extent of any remaining portion of such amount, to prepay outstanding
Tranche B Term Loans to the full extent thereof and third, to the extent
of any remaining portion of such amount, to prepay outstanding Tranche A Term
Loans to the full extent thereof.  Any
voluntary prepayments of the Tranche B Term Loans pursuant to subsection 2.4B(i) shall be applied to reduce the scheduled
installments of principal of the Tranche B Term Loans set forth in subsection 2.4A(ii) on
a pro rata basis (in accordance with the respective outstanding principal
amounts thereof) to each remaining scheduled installment of principal of the
Tranche B Term Loans, as the case may be, set forth in subsection 2.4A(ii).


 


(b)                                 Application
of Mandatory Prepayments by Type of Loans. 
Except as provided in subsection 2.4D, (1) any amount required
to be applied as a mandatory prepayment of the Loans and/or a reduction of the
Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(b) shall
be applied first to prepay the Tranche B Term Loans on a pro rata basis
(in accordance with the respective outstanding principal amounts thereof) to
the full extent thereof, second, to the extent of any remaining portion
of such amount, to prepay Revolving Loans to the full extent thereof and to
reduce the Revolving Loan Commitment Amount by the amount of such prepayment,
and third to the extent of any remaining portion of such amount, to
further permanently reduce the Revolving Loan Commitment Amount to the full
extent thereof; provided, however, that to the extent any portion
of the amount to be applied under this clause (1)  consists of proceeds of
business interruption insurance, such amount shall be applied according to
clause (2) hereof; and (2) any amount required to be applied as a
mandatory prepayment of the Loans and/or a reduction of the Revolving Loan
Commitment Amount pursuant to subsections 2.4B(iii)(c)-(d) shall be
applied first to prepay the Tranche B Term Loans on a pro rata basis (in
accordance with the respective outstanding principal amounts thereof) to the
full extent thereof, second, to the extent of any remaining portion of
such amount, to


 


43





















 


prepay Revolving
Loans to the full extent thereof and to reduce the Revolving Loan Commitment
Amount by the amount of such prepayment, third to the extent of any
remaining portion of such amount, to further permanently reduce the Revolving
Loan Commitment Amount to the full extent thereof, and fourth to the
extent of any remaining portion of such amount to prepay the Tranche A Term
Loans on a pro rata basis (in accordance with the respective outstanding
principal amounts thereof) to the full extent thereof. Any mandatory reduction
of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B
shall be in proportion to each Revolving Lender’s Pro Rata Share.


 


(c)                                  Application
of Prepayments to Base Rate Loans and Eurodollar Rate Loans.  Considering Tranche A Term Loans, Tranche B
Term Loans and Revolving Loans being prepaid separately, any prepayment thereof
shall be applied first to Base Rate Loans to the full extent thereof before
application to Eurodollar Rate Loans, in each case in a manner that minimizes
the amount of any payments required to be made by Borrowers pursuant to subsection 2.6D.


 


C.                                    General
Provisions Regarding Payments.


 


(i)                     Manner
and Time of Payment.  All payments by
Borrowers of principal, interest, fees and other Obligations shall be made in
Dollars in same day funds, without defense, setoff or counterclaim, free of any
restriction or condition, and delivered to Administrative Agent not later than
12:00 Noon (New York City time) on the date due at the Funding and Payment
Office for the account of Lenders; funds received by Administrative Agent after
that time on such due date shall be deemed to have been paid by Borrowers on
the next succeeding Business Day.  Each
Loan Party hereby authorizes Administrative Agent to charge its accounts with
Administrative Agent in order to cause timely payment to be made to
Administrative Agent of all principal, interest, fees and expenses due
hereunder (subject to sufficient funds being available in its accounts for that
purpose).


 


(ii)                  Application
of Payments to Principal and Interest.  Except as provided in subsection 2.2C,
all payments in respect of the principal amount of any Loan shall include
payment of accrued interest on the principal amount being repaid or prepaid,
and all such payments shall be applied to the payment of interest before
application to principal.


 


(iii)               Apportionment
of Payments.  Aggregate payments of
principal and interest shall be apportioned among all outstanding Loans to
which such payments relate, in each case proportionately to Lenders’ respective
Pro Rata Shares.  Administrative Agent
shall promptly distribute to each Lender, at the account specified in the
payment instructions delivered to Administrative Agent by such Lender, its Pro
Rata Share of all such payments received by Administrative Agent and the
commitment fees of such Lender, if any, when received by Administrative Agent
pursuant to subsection 2.3. 
Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C,
any Notice of Conversion/Continuation is withdrawn as to any Affected


 


44





















 


Lender or if any
Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any
Eurodollar Rate Loans, Administrative Agent shall give effect thereto in
apportioning interest payments received thereafter.


 


(iv)              Payments
on Business Days.  Except as
otherwise provided in this Agreement, whenever any payment to be made hereunder
shall be stated to be due on a day that is not a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of time
shall be included in the computation of the payment of interest hereunder or of
the commitment fees hereunder, as the case may be.


 


(v)                 Notation
of Payment.  Each Lender agrees that
before disposing of any Note held by it, or any part thereof (other than by
granting participations therein), that Lender will make a notation thereon of
all Loans evidenced by that Note and all principal payments previously made
thereon and of the date to which interest thereon has been paid; provided
that the failure to make (or any error in the making of) a notation of any Loan
made under such Note shall not limit or otherwise affect the obligations of
Borrowers hereunder or under such Note with respect to any Loan or any payments
of principal or interest on such Note.


 


D.                                    Application
of Proceeds of Letter of Credit, Collateral and Payments after Event of Default.


 


(i)                     Application
of Tranche A Letter of Credit Proceeds. 
All payments and proceeds received by Tranche A Paying Agent in respect
of any drawing on, collection from, sale or assignment of, or other realization
upon all or any part of the Tranche A Letter of Credit (collectively, “Tranche A Letter of Credit Proceeds”) shall be held by
Tranche A Paying Agent as collateral for the benefit of Lenders holding Tranche
A Term Loan Exposure, and promptly shall be applied by Tranche A Paying Agent,
in each case in the following order of priority:


 


(a)                                  to the payment of all principal and interest on the Tranche
A Term Loans, for the ratable benefit of the holders thereof (subject to the
provisions of subsection 2.4C(ii) hereof);


 


(b)                                 thereafter,
to the payment of all costs and expenses of such drawing, collection,
assignment or other realization, all other expenses, liabilities and advances
made or incurred by Tranche A Paying Agent and Administrative Agent in
connection therewith, and all amounts for which Administrative Agent is
entitled to compensation in connection with the Tranche A Term Loans (including
the fees described in subsection 2.3 relating to the Tranche A Term
Loans), reimbursement and indemnification under any Loan Document in connection
with the Tranche A Term Loans and all advances made by Administrative Agent for
the account of the applicable Loan Party, and to the payment of all costs and
expenses paid or incurred by Administrative Agent in connection with the
Tranche A Term Loans, all in accordance with subsections 9.4, 10.2 and
10.3 and


 


45





















 


the
other terms of this Agreement and the Loan Documents relating to the Tranche A
Term Loans; and


 


(c)                                  thereafter, to the payment to or upon the order of such Loan
Party or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


(ii)                  Application
of Proceeds of Collateral (Other than Tranche A Letter of Credit Proceeds)
after Event of Default.  Upon the
occurrence and during the continuation of an Event of Default, if requested by
Lenders holding more than 50% of the aggregate Revolving Loan Exposure and
Tranche B Term Loan Exposure, or upon acceleration of the Obligations pursuant
to Section 7, all proceeds and other payments (other than Tranche A Letter
of Credit Proceeds) received by Administrative Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral
under any Collateral Document (other than the Tranche A Letter of Credit), may,
in the discretion of Administrative Agent, be held by Administrative Agent as
Collateral for, and (then or at any time thereafter) shall be applied in full
or in part by Administrative Agent, in each case in the following order of
priority:


 


(a)                                  to
the payment of all costs and expenses of such sale, collection or other
realization, all other expenses, liabilities and advances made or incurred by
Administrative Agent in connection therewith, and all amounts for which
Administrative Agent is entitled to compensation (including the fees described
in subsection 2.3), reimbursement and indemnification under any Loan
Document and all advances made by Administrative Agent thereunder for the
account of the applicable Loan Party, and to the payment of all costs and
expenses paid or incurred by Administrative Agent in connection with the Loan
Documents relating to the Tranche B Term Loans or the Revolving Loans, all in
accordance with subsections 9.4, 10.2 and 10.3 and the other terms of this
Agreement and the Loan Documents;


 


(b)                                 thereafter,
to the payment of all other Obligations other than Obligations with respect to
the Tranche A Term Loans, for the ratable benefit of the holders thereof
(subject to the provisions of subsection 2.4C(ii) hereof); and


 


(c)                                  thereafter, to the payment to or upon the order of such Loan
Party or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct.


 


2.5                               Use
of Proceeds.


 


A.                                    Term
Loans.  The proceeds of the Term
Loans, together with up to $5,000,000 in proceeds of the initial Revolving
Loans, shall be applied by Borrowers to fund (i) the purchase price
payable in connection with the Duluth Acquisition and the Fort Wayne
Acquisition, and (ii) the installation, construction or improvement of the
Stations.


 


B.                                    Revolving
Loans.  The proceeds of any other
Revolving Loans shall be applied by Borrowers for working capital and other
general corporate purposes, which may


 


46





















 


include
the making of intercompany loans in accordance with subsection 6.3, for
their own general corporate purposes.


 


C.                                    Margin
Regulations.  No portion of the
proceeds of any borrowing under this Agreement shall be used by any Borrower in
any manner that might cause the borrowing or the application of such proceeds
to violate Regulation U, Regulation T or Regulation X of the
Board of Governors of the Federal Reserve System or any other regulation of
such Board or to violate the Exchange Act, in each case as in effect on the
date or dates of such borrowing and such use of proceeds.


 


2.6                               Special
Provisions Governing Eurodollar Rate Loans.


 


Notwithstanding
any other provision of this Agreement to the contrary, the following provisions
shall govern with respect to Eurodollar Rate Loans as to the matters covered:


 


A.                                    Determination
of Applicable Interest Rate.  On each
Interest Rate Determination Date, Administrative Agent shall determine in
accordance with the terms of this Agreement (which determination shall, absent
manifest error, be conclusive and binding upon all parties) the interest rate
that shall apply to the Eurodollar Rate Loans for which an interest rate is
then being determined for the applicable Interest Period and shall promptly
give notice thereof (in writing or by telephone confirmed in writing) to Parent
and each applicable Lender.


 


B.                                    Inability
to Determine Applicable Interest Rate. 
In the event that Administrative Agent shall have determined (which
determination shall be conclusive and binding upon all parties hereto), on any
Interest Rate Determination Date that by reason of circumstances affecting the
interbank Eurodollar market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Loans on the basis provided
for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall
on such date give notice (by telefacsimile or by telephone confirmed in
writing) to Parent and each Lender of such determination, whereupon (i) no
Loans may be made as, or converted to, Eurodollar Rate Loans until such time as
Administrative Agent notifies Parent and Lenders that the circumstances giving
rise to such notice no longer exist and (ii) any Notice of Borrowing or
Notice of Conversion/Continuation given by Parent with respect to the Loans in
respect of which such determination was made shall be deemed to be for a Base
Rate Loan.


 


C.                                    Illegality
or Impracticability of Eurodollar Rate Loans.  In the event that on any date any Lender shall
have determined (which determination shall be conclusive and binding upon all
parties hereto but shall be made only after consultation with Parent and
Administrative Agent) that the making, maintaining or continuation of its
Eurodollar Rate Loans (i) has become unlawful as a result of compliance by
such Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful) or (ii) has become
impracticable, or would cause such Lender material hardship, as a result of
contingencies occurring after the date of this Agreement which materially and
adversely affect the interbank Eurodollar market or the position of such Lender
in that market, then, and in any such event, such Lender shall be an “Affected


 


47





















 


Lender”
and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Parent and Administrative Agent of such
determination.  Administrative Agent
shall promptly notify each other Lender of the receipt of such notice.  Thereafter (a) the obligation of the
Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans
shall be suspended until such notice shall be withdrawn by the Affected Lender,
(b) to the extent such determination by the Affected Lender relates to a
Eurodollar Rate Loan then being requested by Borrowers pursuant to a Notice of
Borrowing or a Notice of Conversion/Continuation, the Affected Lender shall
make such Loan as (or convert such Loan to, as the case may be) a Base Rate
Loan, (c) the Affected Lender’s obligation to maintain its outstanding
Eurodollar Rate Loans (the “Affected Loans”)
shall be terminated at the earlier to occur of the expiration of the Interest
Period then in effect with respect to the Affected Loans or when required by
law, and (d) the Affected Loans shall automatically convert into Base Rate
Loans either on the last day of the Interest period therefor, if such Lender
may lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Eurodollar
Rate Loans.  Notwithstanding the
foregoing, to the extent a determination by an Affected Lender as described
above relates to a Eurodollar Rate Loan then being requested by Borrowers
pursuant to a Notice of Borrowing or a Notice of Conversion/Continuation,
Parent shall have the option, subject to the provisions of subsection 2.6D,
to rescind such Notice of Borrowing or Notice of Conversion/Continuation as to
all Lenders by giving notice (by telefacsimile or by telephone confirmed in
writing) to Administrative Agent of such rescission on the date on which the
Affected Lender gives notice of its determination as described above.  Administrative Agent shall promptly notify
each other Lender of the receipt of such notice.  Except as provided in the immediately
preceding sentence, nothing in this subsection 2.6C shall affect the
obligation of any Lender other than an Affected Lender to make or maintain
Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the
terms of this Agreement.


 


D.                                    Compensation
For Breakage or Non-Commencement of Interest Periods.  Borrowers shall compensate each Lender, upon
written request by that Lender pursuant to subsection 2.8, for all
reasonable losses, expenses and liabilities (including any interest paid by that
Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate
Loans and any loss, expense or liability sustained by that Lender in connection
with the liquidation or re-employment of such funds) which that Lender may
sustain: (i) if for any reason (other than a default by that Lender) a
borrowing of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Notice of Borrowing or a telephonic request therefor, or a
conversion to or continuation of any Eurodollar Rate Loan does not occur on a
date specified therefor in a Notice of Conversion/Continuation or a telephonic
request therefor, (ii) if any prepayment or other principal payment or any
conversion of any of its Eurodollar Rate Loans (including any prepayment or
conversion occasioned by the circumstances described in subsection 2.6C)
occurs on a date prior to the last day of an Interest Period applicable to that
Loan, (iii) if any prepayment of any of its Eurodollar Rate Loans is not
made on any date specified in a notice of prepayment given by Parent, or (iv) as
a consequence of any other default by Borrowers in the repayment of their
Eurodollar Rate Loans when required by the terms of this Agreement.


 


E.                                      Booking
of Eurodollar Rate Loans.  Any Lender
may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of
any of its branch offices or the office of an Affiliate of that Lender.


 


48





















 


F.                                      Assumptions
Concerning Funding of Eurodollar Rate Loans.  Calculation of all amounts payable to a
Lender under this subsection 2.6 and under subsection 2.7A shall be
made as though that Lender had funded each of its Eurodollar Rate Loans through
the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant
to clause (i) of the definition of Adjusted Eurodollar Rate in an
amount equal to the amount of such Eurodollar Rate Loan and having a maturity
comparable to the relevant Interest Period, whether or not its Eurodollar Rate
Loans had been funded in such manner.


 


G.                                    Eurodollar
Rate Loans After Default.  After the occurrence of and during the
continuation of a Potential Event of Default or an Event of Default, (i) Parent
may not elect to have a Loan be made or maintained as, or converted to, a
Eurodollar Rate Loan after the expiration of any Interest Period then in effect
for that Loan and (ii) subject to the provisions of subsection 2.6D,
any Notice of Borrowing or Notice of Conversion/Continuation given by Parent
with respect to a requested borrowing or conversion/continuation that has not
yet occurred shall be deemed to be for a Base Rate Loan or, if the conditions
to making a Loan set forth in subsection 3.2 cannot then be satisfied, to
be rescinded by Parent.


 


2.7                               Increased
Costs; Taxes; Capital Adequacy.


 


A.                                    Compensation
for Increased Costs.  Subject to the
provisions of subsection 2.7B (which shall be controlling with respect to
the matters covered thereby), in the event that any Lender shall determine
(which determination shall, absent manifest error, be final and conclusive and
binding upon all parties hereto) that any Change in Law:


 


(i)                     subjects
such Lender to any additional tax of any kind whatsoever with respect to this
Agreement or any of its obligations hereunder (including with respect to maintaining
any Commitment hereunder) or any payments to such Lender of principal,
interest, fees or any other amount payable hereunder (except for the imposition
of, or any change in the rate of, any Excluded Tax payable by such Lender);


 


(ii)                  imposes,
modifies or holds applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets held by, or deposits or
other liabilities in or for the account of, or advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Lender (other than any such reserve or other requirements with respect to
Eurodollar Rate Loans that are reflected in the definition of Adjusted
Eurodollar Rate); or


 


(iii)               imposes any other condition (other than
with respect to Taxes) on or affecting such Lender or its obligations hereunder
or the interbank Eurodollar market;


 


and the result
of any of the foregoing is to increase the cost to such Lender of agreeing to
make, making or maintaining its Loans or Commitments; then, in any such case,
Borrowers shall promptly pay to such Lender, upon receipt of the statement
referred to in subsection 2.8A, such additional amount or amounts (in the
form of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender on an after-tax basis for any such
increased cost or reduction in amounts received or receivable hereunder.  Borrowers shall not be required to


 


49





















 


compensate a
Lender pursuant to this subsection 2.7A for any increased cost or
reduction in respect of a period occurring more than nine months prior to the
date on which such Lender notifies Parent of such Change in Law and such Lender’s
intention to claim compensation therefor, except, if the Change in Law giving
rise to such increased cost or reduction is retroactive, no such time
limitation shall apply so long as such Lender requests compensation within nine
months from the date on which the applicable Government Authority informed such
Lender of such Change in Law.


 


B.                                    Taxes.


 


(i)                     Payments
to Be Free and Clear.  Any and all
payments by or on account of any obligation of Borrowers under this Agreement
and the other Loan Documents shall be made free and clear of, and without any
deduction or withholding on account of, any Indemnified Taxes or Other Taxes.


 


(ii)                  Grossing-up
of Payments.  If Borrowers are or any
other Person is required by law to make any deduction or withholding on account
of any Tax from any sum paid or payable by Borrowers to Administrative Agent or
any Lender under any of the Loan Documents:


 


(a)                                  Parent
shall notify Administrative Agent of any such requirement or any change in any
such requirement as soon as Parent becomes aware of it;


 


(b)                                 Borrowers
shall timely pay any such Tax to the relevant Government Authority when such
Tax is due, in accordance with applicable law;


 


(c)                                  unless
such Tax is an Excluded Tax, the sum payable by Borrowers shall be increased to
the extent necessary to ensure that, after making the required deductions
(including deductions applicable to additional sums payable under this subsection 2.7B(ii)), Administrative Agent or such Lender, as the case
may be, receives on the due date a net sum equal to the sum it would have
received had no such deduction been required or made; and


 


(d)                                 within
30 days after paying any sum from which it is required by law to make any such
deduction, and within 30 days after the due date of payment of any Tax which it
is required by clause (b) above to pay, Parent shall deliver to
Administrative Agent the original or a certified copy of an official receipt or
other document satisfactory to the other affected parties to evidence the
payment and its remittance to the relevant Government Authority.


 


(iii)               Indemnification
by Borrowers.  Borrowers shall
indemnify Administrative Agent and each Lender, within 30 days after demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including for the full amount of any Indemnified Taxes or Other Taxes imposed
or asserted on or attributable to amounts payable under this subsection 2.7B(iii))
paid by Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Government


 


50





















 


Authority.  A certificate as to the amount of such
payment or liability delivered to Parent by a Lender (with a copy to
Administrative Agent), or by Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.


 


(iv)              Tax
Status of Lenders.  Unless not
legally entitled to do so:


 


(a)                                  any
Lender, if requested by Parent or Administrative Agent, shall deliver such
forms or other documentation prescribed by applicable law or reasonably
requested by Parent or Administrative Agent as will enable Parent or
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements;


 


(b)                                 any
Foreign Lender that is entitled to an exemption from or reduction of any Tax
with respect to payments hereunder or under any other Loan Document shall
deliver to Parent and Administrative Agent, on or prior to the date on which
such Foreign Lender becomes a Lender under this Agreement (and from time to
time thereafter, as may be necessary in the determination of Parent or
Administrative Agent, each in the reasonable exercise of its discretion), such
properly completed and duly executed forms or other documentation prescribed by
applicable law as will permit such payments to be made without withholding or
at a reduced rate of withholding;


 


(c)                                  without
limiting the generality of the foregoing, in the event that Borrowers are
resident for tax purposes in the United States, any Foreign Lender shall
deliver to Parent and Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter,
as may be necessary in the determination of Parent or Administrative Agent,
each in the reasonable exercise of its discretion), whichever of the following
is applicable:


 


(1)                                  properly completed and duly executed copies of Internal
Revenue Service

Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party,


 


(2)                                  properly completed and duly executed copies of Internal
Revenue Service Form W-8ECI,


 


(3)                                  in
the case of a Foreign Lender claiming the benefits of the exemption “portfolio
interest” under Section 881(c) of the Internal Revenue Code, (A) a
duly executed certificate to the effect that such Foreign Lender is not (i) a
“bank” within the meaning of Section 881(c)(3)(A) of the Internal
Revenue Code, (ii) a ten-percent shareholder (within the meaning of Section 881(c)(3)(B) of
the Internal Revenue Code) of Parent or any of its Subsidiaries (iii) a
controlled foreign corporation described in Section 881(c)(3)(C) of
the Internal


 


51





















 


Revenue Code
and (B) properly completed and duly executed copies of Internal Revenue
Service

Form W-8BEN.


 


(4)                                  properly completed and duly executed copies of any other
form prescribed by applicable law as a basis for claiming exemption from or a
reduction in any Tax,


 


in each case
together with such supplementary documentation as may be prescribed by
applicable law to permit Parent and Administrative Agent to determine the
withholding or deduction required to be made, if any;


 


(d)                                 without
limiting the generality of the foregoing, in the event that Borrowers are
resident for tax purposes in the United States, any Foreign Lender that does
not act or ceases to act for its own account with respect to any portion of any
sums paid or payable to such Lender under any of the Loan Documents (for example,
in the case of a typical participation by such Lender) shall deliver to
Administrative Agent and Parent (in such number of copies as shall be requested
by the recipient), on or prior to the date such Foreign Lender becomes a
Lender, or on such later date when such Foreign Lender ceases to act for its
own account with respect to any portion of any such sums paid or payable, and
from time to time thereafter, as may be necessary in the determination of
Parent or Administrative Agent (each in the reasonable exercise of its
discretion):


 


(1)                                  duly
executed and properly completed copies of the forms and statements required to
be provided by such Foreign Lender under clause (c) of subsection 2.7B(iv),
to establish the portion of any such sums paid or payable with respect to which
such Lender acts for its own account and may be entitled to an exemption from
or a reduction of the applicable Tax, and


 


(2)                                  duly
executed and properly completed copies of Internal Revenue Service Form W-8IMY
(or any successor forms) properly completed and duly executed by such Foreign
Lender, together with any information, if any, such Foreign Lender chooses to
transmit with such form, and any other certificate or statement of exemption
required under the Internal Revenue Code or the regulations thereunder, to
establish that such Foreign Lender is not acting for its own account with
respect to a portion of any such sums payable to such Foreign Lender;


 


(e)                                  without
limiting the generality of the foregoing, in the event that Borrowers are resident
for tax purposes in the United States, any Lender that is not a Foreign Lender
and has not otherwise established to the reasonable satisfaction of Parent and
Administrative Agent that it is an exempt recipient (as defined in section 6049(b)(4) of
the Internal Revenue Code and the United States Treasury Regulations
thereunder) shall deliver to Parent and Administrative Agent (in such number of
copies as shall be requested by the recipient) on or prior to the date on which
such Lender becomes a Lender under this Agreement (and


 


52





















 


from time to time thereafter as prescribed
by applicable law or upon the request of Parent or Administrative Agent), duly
executed and properly completed copies of Internal Revenue Service Form W-9;
and


 


(f)                                    without
limiting the generality of the foregoing, each Lender hereby agrees, from time
to time after the initial delivery by such Lender of such forms, whenever a
lapse in time or change in circumstances renders such forms, certificates or
other evidence so delivered obsolete or inaccurate in any material respect,
that such Lender shall promptly (1) deliver to Administrative Agent and
Parent two original copies of renewals, amendments or additional or successor
forms, properly completed and duly executed by such Lender, together with any
other certificate or statement of exemption required in order to confirm or
establish that such Lender is entitled to an exemption from or reduction of any
Tax with respect to payments to such Lender under the Loan Documents and, if
applicable, that such Lender does not act for its own account with respect to
any portion of such payment, or (2) notify Administrative Agent and Parent
of its inability to deliver any such forms, certificates or other evidence.


 


C.                                    Capital
Adequacy Adjustment.  If any Lender
shall have determined that any Change in Law regarding capital adequacy has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with
reference to, such Lender’s Loans or Commitments or other obligations hereunder
with respect to the Loans to a level below that which such Lender or such
controlling corporation could have achieved but for such Change in Law (taking
into consideration the policies of such Lender or such controlling corporation
with regard to capital adequacy), then from time to time, within 30 days after
receipt by Parent from such Lender of the statement referred to in subsection 2.8A,
Borrowers shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such controlling corporation on an after-tax basis
for such reduction.  Borrowers shall not
be required to compensate a Lender pursuant to this subsection 2.7C for
any reduction in respect of a period occurring more than nine months prior to
the date on which such Lender notifies Parent of such Change in Law and such
Lender’s intention to claim compensation therefor, except, if the Change in Law
giving rise to such reduction is retroactive, no such time limitation shall
apply so long as such Lender requests compensation within nine months from the
date on which the applicable Government Authority informed such Lender of such
Change in Law.


 


2.8                               Statement
of Lenders; Obligation of Lenders to Mitigate.


 


A.                                    Statements.  Each Lender claiming compensation or
reimbursement pursuant to subsection 2.6D, 2.7 or 2.8B shall deliver to
Parent (with a copy to Administrative Agent) a written statement, setting forth
in reasonable detail the basis of the calculation of such compensation or
reimbursement, which statement shall be conclusive and binding upon all parties
hereto absent manifest error.


 


B.                                    Mitigation.  Each Lender agrees that, as promptly as
practicable after the officer of such Lender responsible for administering the
Loans of such Lender, as the case may be, becomes aware of the occurrence of an
event or the existence of a condition that would cause


 


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such Lender to become an Affected Lender or that would entitle such
Lender to receive payments under subsection 2.7, it will use reasonable
efforts to make, fund or maintain the Commitments of such Lender or the Loans
of such Lender through another lending office of such Lender, if (i) as a
result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to subsection 2.7
would be materially reduced and (ii) as determined by such Lender in its
sole discretion, such action would not otherwise be disadvantageous to such
Lender; provided that such Lender will not be obligated to utilize such
other lending office pursuant to this subsection 2.8B unless Borrowers
agree to pay all incremental expenses incurred by such Lender as a result of
utilizing such other lending office as described above.


 


2.9                               Replacement
of a Lender.


 


If Parent
receives a statement of amounts due pursuant to subsection 2.8A from a
Lender (other than with respect to amounts due under subsection 2.6D), a
Revolving Lender defaults in its obligations to fund a Revolving Loan pursuant
to this Agreement, a Lender (a “Non-Consenting Lender”)
refuses to consent to an amendment, modification or waiver of this Agreement
that, pursuant to subsection 10.6, requires consent of each Lender or of
each Lender holding Obligations or having Commitments directly affected, or a
Lender becomes an Affected Lender (any such Lender, a “Subject
Lender”), so long as (i) no Potential Event of Default or Event
of Default shall have occurred and be continuing and Borrowers have obtained a
commitment from another Lender or an Eligible Assignee to purchase at par the
Subject Lender’s Loans and assume the Subject Lender’s Commitments and all
other obligations of the Subject Lender hereunder, and (ii), if applicable, the
Subject Lender is unwilling to withdraw the notice delivered to Parent pursuant
to subsection 2.8 and/or is unwilling to remedy its default upon 10 days
prior written notice to the Subject Lender and Administrative Agent, Parent may
require the Subject Lender to assign all of its Loans and Commitments to such
other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the
provisions of subsection 10.1B; provided that, prior to or
concurrently with such replacement, (1) the Subject Lender shall have
received payment in full of all principal, interest, fees and other amounts
(including all amounts under subsections 2.6D, 2.7 and/or 2.8B (if applicable))
through such date of replacement and a release from its obligations under the
Loan Documents, (2) the processing fee required to be paid by subsection 10.1B(i) shall
have been paid to Administrative Agent, (3) all of the requirements for
such assignment contained in subsection 10.1B, including, without
limitation, the consent of Administrative Agent (if required) and the receipt
by Administrative Agent of an Assignment Agreement executed by the assignee
(Administrative Agent being hereby authorized to execute any Assignment
Agreement on behalf of a Subject Lender relating to the assignment of Loans
and/or Commitments of such subject Lender) and other supporting documents, have
been fulfilled, and (4) in the event such Subject Lender is a
Non-Consenting Lender, each assignee shall consent, at the time of such
assignment, to each matter in respect of which such Subject Lender was a
Non-Consenting Lender and Parent also requires each other Subject Lender that
is a Non-Consenting Lender to assign its Loans and Commitments.  For the avoidance of doubt, if a Lender is a
Non-Consenting Lender solely because it refused to consent to an amendment,
modification or waiver that required the consent of 100% of Lenders with
Obligations directly affected thereby (which amendment, modification or waiver
did not accordingly require the consent of 100% of all Lenders), the Loans and
Commitments of such Non-Consenting Lender


 


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that are subject to the
assignments required by this subsection 2.9 shall include only those Loans
and Commitments that constitute the Obligations directly affected by the
amendment, modification or waiver to which such Non-Consenting Lender refused
to provide its consent.


 


Section 3.                                          CONDITIONS
TO LOANS


 


The
obligations of Lenders to make Loans hereunder are subject to the satisfaction
of the following conditions.


 


3.1                               Conditions
to Term Loans and Initial Revolving Loans.


 


The
obligations of Lenders to make the Term Loans and any Revolving Loans to be
made on the Closing Date are, in addition to the conditions precedent specified
in subsection 3.2, subject to prior or concurrent satisfaction of the
following conditions:


 


A.                                    Loan
Party Documents.  On or before the
Closing Date, Parent shall have delivered, and shall have caused each other
Loan Party to have delivered, to Lenders (or to Administrative Agent with
sufficient originally executed copies, where appropriate, for each Lender) the
following with respect to Parent or such Loan Party, as the case may be, each,
unless otherwise noted, dated the Closing Date:


 


(i)                     Copies
of the Organizational Documents of such Person, certified by the Secretary of
State of its jurisdiction of organization or, if such document is of a type that
may not be so certified, certified by the secretary or similar officer of the
applicable Loan Party, together with a good standing certificate from the
Secretary of State of its jurisdiction of organization and each other state in
which such Person is qualified to do business and, to the extent generally
available, a certificate or other evidence of good standing as to payment of
any applicable franchise or similar taxes from the appropriate taxing authority
of each of such jurisdictions, each dated a recent date prior to the Closing
Date;


 


(ii)                  Resolutions
of the Governing Body of such Person approving and authorizing the execution,
delivery and performance of the Loan Documents to which it is a party,
certified as of the Closing Date by the secretary or similar officer of such
Person as being in full force and effect without modification or amendment;


 


(iii)               Signature
and incumbency certificates of the officers of such Person executing the Loan
Documents to which it is a party;


 


(iv)              Executed
originals of the Loan Documents to which such Person is a party; and


 


(v)                 Such
other documents as Administrative Agent may have reasonably requested on or
before the Closing Date.


 


B.                                    Fees.  Borrowers shall have paid to Administrative
Agent, for distribution (as appropriate) to Administrative Agent, Arranger and
Lenders, the fees payable on the Closing Date referred to in subsection 2.3.


 


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C.                                    Corporate and Capital Structure.  The corporate organizational structure, capital
structure and ownership of Parent and its Subsidiaries, both before and after
giving effect to the Acquisitions, shall be as set forth on Schedule 3.1C
annexed hereto.


 


D.                                    Representations
and Warranties; Performance of Agreements. 
Parent shall have delivered to Administrative Agent an Officer’s
Certificate, in form and substance satisfactory to Administrative Agent, to the
effect that the representations and warranties in Section 4 are true,
correct and complete in all material respects on and as of the Closing Date to
the same extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that
such representations and warranties were true, correct and complete in all
material respects on and as of such earlier date) and that each Loan Party
shall have performed in all material respects all agreements and satisfied all
conditions which this Agreement provides shall be performed or satisfied by it
on or before the Closing Date except as otherwise disclosed to and agreed to in
writing by Administrative Agent; provided that, if a representation and
warranty, covenant or condition is qualified as to materiality, the applicable
materiality qualifier set forth above shall be disregarded with respect to such
representation and warranty, covenant or condition for purposes of this
condition.


 


E.                                      Financial
Statements; Pro Forma Financial Statements; Officer’s Certificate Regarding
Closing Date Financial Covenants.


 


(i)                     Financial
Statements.  On or before the Closing
Date, Lenders shall have received from Parent (i) unaudited financial
statements of the Duluth Station for Fiscal Years 2002, 2003 and 2004,
consisting of balance sheets and the related consolidated statements of income
for such Fiscal Years, (ii) unaudited financial statements of the Fort
Wayne Station for Fiscal Years 2002, 2003 and 2004, consisting of balance
sheets and the related consolidated statements of income for such Fiscal Years,
(iii) unaudited financial statements of the Duluth Station as at January 31,
2005, consisting of a balance sheet and the related consolidated statements of
income for the one-month period ending on such date, all in reasonable detail (iv) unaudited
financial statements of the Fort Wayne Station as at January 31, 2005,
consisting of a balance sheet and the related consolidated statements of income
for the one-month period ending on such date, all in reasonable detail and
certified by the chief financial officer of Granite that they fairly present
the financial condition of the Fort Wayne Station as at the dates indicated and
the results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments, (v) pro
forma consolidated balance sheets of Parent and its Subsidiaries as at the
Closing Date, and the related pro forma consolidated and consolidating
statements of income for the Fiscal Year ended December 31, 2004, prepared
in accordance with GAAP and reflecting the consummation of the Acquisitions,
the related financings and the other transactions contemplated by the Loan
Documents, the Acquisition Agreements and the Station Agreements, which pro
forma financial statements shall be in form and substance satisfactory to Administrative
Agent.


 


(ii)                  On
the Closing Date, Administrative Agent shall have received an Officer’s
Certificate of Parent, in form and substance satisfactory to Administrative
Agent, demonstrating in reasonable detail that (a) the pro forma
Consolidated Net


 


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Revenue of the
Acquired Businesses for the twelve-month period ended December 31, 2004,
was not less than $15,000,000 and (b) after giving effect to the
consummation of the Acquisitions and the application of the proceeds of the
Loans made on the Closing Date, the aggregate amount of Cash of Parent and its
Subsidiaries shall be not less than $250,000.


 


F.                                      Opinions
of Counsel to Loan Parties.  Lenders
shall have received originally executed copies of one or more favorable written
opinions of Wolf, Block, Schorr & Solis-Cohen, LLP, counsel for Loan
Parties, in form and substance reasonably satisfactory to Administrative Agent
and its counsel, dated as of the Closing Date and setting forth substantially
the matters in the opinions designated in Exhibit E annexed hereto
and as to such other matters as Administrative Agent acting on behalf of
Lenders may reasonably request (this Agreement constituting a written request
by Loan Parties to such counsel to deliver such opinions to Lenders).


 


G.                                    Opinions of Counsel Delivered Under the
Acquisition Agreements. 
Administrative Agent shall have received copies of each of the opinions
of counsel delivered to the parties under the Acquisition Agreements, together
with a letter from each such counsel authorizing Administrative Agent and
Lenders to rely upon such opinion to the same extent as though it were
addressed to Administrative Agent and Lenders.


 


H.                                    Evidence
of Insurance.  Administrative Agent
shall have received a certificate from Parent’s insurance broker or other
evidence satisfactory to it that all insurance required to be maintained
pursuant to subsection 5.4 is in full force and effect and that
Administrative Agent on behalf of Lenders has been named as additional insured
and/or loss payee thereunder to the extent required under subsection 5.4.


 


I.                                         Necessary
Governmental Authorizations and Consents. 
Parent shall have obtained all Governmental Authorizations and all
consents of other Persons, in each case that are necessary or advisable in
connection with the transactions contemplated by the Loan Documents, the
Acquisition Agreements and the Station Agreements and the continued operation
of the business conducted by the Acquired Business in substantially the same
manner as conducted prior to the Closing Date. 
Each such Governmental Authorization and consent shall be in full force
and effect, except in a case where the failure to obtain or maintain a
Governmental Authorization or consent, either individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.  All applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
that would restrain, prevent or otherwise impose adverse conditions on the
transactions contemplated by the Loan Documents, the Acquisition Agreements and
the Station Agreements or the financing of such transactions.  No action, request for stay, petition for review
or rehearing, reconsideration, or appeal with respect to any of the foregoing
shall be pending, and the time for any applicable Government Authority to take
action to set aside its consent on its own motion shall have expired, subject
to subsection 3.1J(ii) of this Agreement.


 


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J.                                      FCC
Licenses.


 


(i)                     Licenses.      
Each FCC License shall be in full force and effect.  Lenders and Administrative Agent shall be
satisfied that the Stations and the Acquisitions are in compliance with the
Communications Act in all material respects.


 


(ii)                  Consent.
      Borrowers shall have obtained all FCC
consents required for the assignment of the FCC Licenses used in connection
with the Stations to Duluth Licensee and Fort Wayne Licensee, as applicable, on
terms acceptable to Administrative Agent and Lenders and (A) not in any
material respect more onerous to Borrowers than the terms applicable to the
assignors of such FCC Licenses, (B) that otherwise would not be materially
adverse to Borrowers or would not in any material adverse respect diminish the
value of the Acquired Businesses, and (C) that would not require Borrowers
to waive any substantial rights of or agree to any substantial limitations on
their operations as to be conducted immediately following the consummation of
the Acquisitions, and no such FCC consent shall have been reversed, stayed,
enjoined, set aside, annulled or suspended, the time for filing a request for
administrative or judicial relief with respect to the consent to the assignment
of such FCC Licenses, or for instituting administrative review thereof sua
sponte, shall have expired without any such filing having been made or notice
of such review having been issued, or, in the event of such filing or review
sua sponte, such filing or review sua sponte shall have been disposed of
favorably to the grant of such consent and the time for seeking further relief
with respect thereto shall have expired without any request for such further
relief having been filed, and the FCC shall not have given notice that it would
institute administrative review of the consent to the assignment of such FCC
Licenses; provided, however, that with respect to the Duluth
Station, if the Duluth Application for Review (as defined below) is still
pending, such FCC consent need not be final.


 


(iii)               Application
for Review.                  The
FCC shall not have granted the Duluth Application for Review.


 


K.                                    Environmental
Reports.  Administrative Agent shall
have received reports and other information, in form, scope and substance satisfactory
to Administrative Agent, regarding environmental matters relating to the
Acquired Businesses and the Facilities.


 


L.                                     Security
Interests in Personal and Mixed Property. 
To the extent not otherwise satisfied pursuant to subsection 3.1M,
Administrative Agent shall have received evidence satisfactory to it that Loan
Parties shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements, documents
and instruments, and made or caused to be made all such filings and recordings
(other than the filing or recording of items described in clauses (ii), (iii) and
(iv) below) that may be necessary or, in the opinion of Administrative
Agent, desirable in order to create in favor of Administrative Agent, for the
benefit of Revolving Lenders and Tranche B Lenders, a valid and (upon such
filing and recording) perfected First Priority security interest (subject to
Permitted Encumbrances which arise by operation of law) in the entire personal and
mixed property Collateral.  Such actions
shall include the following:


 


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(i)                     Stock
Certificates and Instruments. 
Delivery to Administrative Agent of (a) certificates (which
certificates shall be accompanied by irrevocable undated stock powers, duly
endorsed in blank and otherwise satisfactory in form and substance to
Administrative Agent) representing all Capital Stock pledged pursuant to the
Security Agreement and (b) all promissory notes or other instruments (duly
endorsed, where appropriate, in a manner satisfactory to Administrative Agent)
evidencing any Collateral;


 


(ii)                  Lien
Searches and UCC Termination Statements. 
Delivery to Administrative Agent of (a) the results of a recent
search, by a Person satisfactory to Administrative Agent, of all effective UCC
financing statements and fixture filings and all judgment and tax lien filings
which may have been made with respect to any personal or mixed property of any
Loan Party, together with copies of all such filings disclosed by such search,
and (b) duly completed UCC termination statements, and authorization of
the filing thereof from the applicable secured party, as may be necessary to
terminate any effective UCC financing statements or fixture filings disclosed
in such search (other than any such financing statements or fixture filings in
respect of Liens permitted to remain outstanding pursuant to the terms of this
Agreement).


 


(iii)               UCC
Financing Statements and Fixture Filings. 
Delivery to Administrative Agent of duly completed UCC financing
statements and, where appropriate, fixture filings, with respect to all
personal and mixed property Collateral of such Loan Party, for filing in all
jurisdictions as may be necessary or, in the opinion of Administrative Agent,
desirable to perfect the security interests created in such Collateral
pursuant to the Collateral Documents;


 


(iv)              Cover
Sheets, Etc.  Delivery to
Administrative Agent of all cover sheets or other documents or instruments
required to be filed with any IP Filing Office in order to create or perfect
Liens in respect of any IP Collateral, together with releases duly executed (if
necessary) of security interests by all applicable Persons for filing in all
applicable jurisdictions as may be necessary to terminate any effective filings
in any IP Filing Office in respect of any IP Collateral (other than any such
filings in respect of Liens permitted to remain outstanding pursuant to the
terms of this Agreement);


 


(v)                 Opinions
of Local Counsel.  Delivery to
Administrative Agent of an opinion of counsel (which counsel shall be
reasonably satisfactory to Administrative Agent) under the laws of each
jurisdiction in which any Loan Party or any personal or mixed property
Collateral is located with respect to the creation and perfection of the
security interests in favor of Administrative Agent in such Collateral and such
other matters governed by the laws of such jurisdiction regarding such security
interests as Administrative Agent may reasonably request, in each case in form
and substance reasonably satisfactory to Administrative Agent.


 


M.                                  Closing
Date Mortgages; Closing Date Mortgage Policies; Etc.   Administrative Agent shall have
received from Parent and each of its Subsidiaries:


 


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(i)                     Closing
Date Mortgages.  Fully executed and
notarized Mortgages (each a “Closing Date Mortgage”
and, collectively, the “Closing Date Mortgages”),
in proper form for recording in all appropriate places in all applicable jurisdictions,
encumbering each Real Property Asset listed in Schedule 3.1M
annexed hereto (each a “Closing Date Mortgaged
Property” and, collectively, the “Closing Date
Mortgaged Properties”);


 


(ii)                  Opinions
of Local Counsel.  An opinion of
counsel (which counsel shall be reasonably satisfactory to Administrative
Agent) in each state in which a Closing Date Mortgaged Property is located with
respect to the enforceability of the form(s) of Closing Date Mortgages to be
recorded in such state and such other matters as Administrative Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to Administrative Agent;


 


(iii)               Title
Insurance.  (a) ALTA mortgagee
title insurance policies or unconditional commitments therefor (the “Closing Date Mortgage Policies”) issued by the Title Company
with respect to the Closing Date Mortgaged Properties listed in Part A of Schedule 3.1M
annexed hereto, in amounts not less than the respective amounts designated
therein with respect to any particular Closing Date Mortgaged Properties,
insuring fee simple title to, or a valid leasehold interest in, each such
Closing Date Mortgaged Property vested in such Loan Party and assuring
Administrative Agent that the applicable Closing Date Mortgages create valid and
enforceable First Priority mortgage Liens on the respective Closing Date
Mortgaged Properties encumbered thereby, subject only to a standard survey
exception, which Closing Date Mortgage Policies (1) shall include an
endorsement for mechanics’ liens, for future advances under this Agreement and
for any other matters reasonably requested by Administrative Agent and (2) shall
provide for affirmative insurance and such reinsurance as Administrative Agent
may reasonably request, all of the foregoing in form and substance reasonably
satisfactory to Administrative Agent; and (b) evidence satisfactory to
Administrative Agent that such Loan Party has (i) delivered to the Title
Company all certificates and affidavits required by the Title Company in
connection with the issuance of the Closing Date Mortgage Policies and (ii) paid
to the Title Company or to the appropriate Government Authorities all expenses
and premiums of the Title Company in connection with the issuance of the
Closing Date Mortgage Policies and all recording and stamp taxes (including
mortgage recording and intangible taxes) payable in connection with recording
the Closing Date Mortgages in the appropriate real estate records;


 


(iv)              Title
Reports.  With respect to each
Closing Date Mortgaged Property listed in Part B of Schedule 3.1M
annexed hereto, a title report issued by the Title Company with respect
thereto, dated not more than 30 days prior to the Closing Date and satisfactory
in form and substance to Administrative Agent;


 


(v)                 Copies
of Documents Relating to Title Exceptions. 
Copies of all recorded documents listed as exceptions to title or
otherwise referred to in the Closing Date Mortgage Policies or in the title
reports delivered pursuant to subsection 3.1M(v); and


 


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(vi)              Matters
Relating to Flood Hazard Properties. 
(a) Evidence, which may be in the form of a letter from an
insurance broker or a municipal engineer, as to whether (1) any Closing
Date Mortgaged Property is a Flood Hazard Property and (2) the community
in which any such Flood Hazard Property is located is participating in the
National Flood Insurance Program, (b) if there are any such Flood Hazard
Properties, such Loan Party’s written acknowledgement of receipt of written notification
from Administrative Agent (1) as to the existence of each such Flood
Hazard Property and (2) as to whether the community in which each such
Flood Hazard Property is located is participating in the National Flood
Insurance Program, and (c) in the event any such Flood Hazard Property is
located in a community that participates in the National Flood Insurance
Program, evidence that Parent or such Subsidiary has obtained flood insurance
in respect of such Flood Hazard Property to the extent required under the
applicable regulations of the Board of Governors of the Federal Reserve System.


 


N.                                    Tranche
A Letter of Credit.  Tranche A Paying Agent shall have received the Tranche A Letter of
Credit, duly executed and delivered by the issuer thereof, in form and
substance satisfactory to Tranche A Paying Agent and to Lenders holding more
than 50% of the Tranche A Term Loan Exposure.


 


O.                                   Matters
Relating to Existing Indebtedness.  
On the Closing Date, Parent and its Subsidiaries shall have delivered to
Administrative Agent all documents or instruments necessary to release all
Liens securing Indebtedness, Contingent Obligations or other obligations of the
Duluth Station and the Fort Wayne Station.


 


P.                                     Compliance
with Other Agreements. 
Administrative Agent shall have received an Officer’s Certificate of
Borrowers in the form and substance of Exhibit J hereto.


 


Q.                                   Valuation
Report.  On the Closing Date,
Administrative Agent and Lenders shall have received a valuation report from an
independent valuation firm acceptable to Administrative Agent and Lenders,
addressed to Administrative Agent and Lenders, in form and substance
satisfactory to Administrative Agent and Lenders and with appropriate
attachments


 


R.                                    Use
of Proceeds by Borrowers.  Parent
shall have provided evidence satisfactory to Administrative Agent that the
proceeds of the Loans to be made on the Closing Date shall be used on the
Closing Date for the purposes set forth in subsection 2.5.


 


S.                                     Acquisition
Agreements and Station Agreements.


 


(i)                     Acquisition
Agreements and Station Agreements in Full Force and Effect.  Administrative Agent shall have received a
fully executed or conformed copy of each Acquisition Agreement and Station
Agreement and any documents executed in connection therewith, together with an
Officer’s Certificate of Parent, in form and substance satisfactory to
Administrative Agent, certifying that each such copy is a true, correct and
complete copy, and each Acquisition Agreement and Station Agreement shall be in
full force and effect and no provision thereof shall have been modified or
waived in any respect determined by Administrative Agent to be material, in
each case


 


61





















 


without
the consent of Administrative Agent, provided that Administrative Agent
shall consent to the waiver by KDLH(TV) of the condition in the Duluth
Acquisition Agreement that the FCC consent to the Duluth Acquisition shall have
become a final order.


 


(ii)                  Officer’s
Certificate.  Administrative Agent
shall have received an Officer’s Certificate from Parent and each of its
Subsidiaries who are parties to the Acquisition Agreements to the effect that (a) the
representations and warranties of such party, if any, in the Acquisition
Agreements to which it is party are true, correct and complete in all material
respects on and as of the Closing Date to the same extent as though made on and
as of that date, (b) the Acquisition Agreements to which it is party are
in full force and effect and no provision thereof has been modified or waived
in any respect without the consent of Administrative Agent and (c) each
such Person has complied with all agreements and conditions contained in the
Acquisition Agreements to which it is party and any agreements or documents
referred to therein required to be performed or complied with by each of them
on or before the Closing Date, and none of such Persons is in default in their
performance or compliance with any of the terms or provisions thereof.


 


T.                                     Consummation
of Acquisitions.


 


(i)                     All
conditions to the Duluth Acquisition set forth in the Duluth Acquisition
Agreement shall have been satisfied, or the fulfillment of any such conditions
shall have been waived with the consent of Administrative Agent and all
conditions to the Fort Wayne Acquisition set forth in the Fort Wayne
Acquisition Agreement shall have been satisfied, or the fulfillment of any such
conditions shall have been waived with the consent of Administrative Agent;


 


(ii)                  the Duluth Acquisition shall have become effective in
accordance with the terms of the Duluth Acquisition Agreement, and the
Fort Wayne Acquisition shall have become effective in accordance with the terms
of the Fort Wayne Acquisition Agreement;


 


(iii)               (a) the
aggregate cash consideration paid to the Duluth Sellers and their Affiliates in
respect of the Duluth Acquisition on the Closing Date shall not exceed
$9,487,847.01, (b) the aggregate cash consideration paid to the Fort Wayne
Sellers and their Affiliates in respect of the Fort Wayne Acquisition on the
Closing Date shall not exceed $45,417,485.00; and


 


(iv)              Transaction
Costs shall not exceed $1,741,336.21, and Administrative
Agent shall have received evidence to its satisfaction to such effect.


 


U.                                     Completion
of Proceedings.  All corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such


 


62





















 


counterpart
originals or certified copies of such documents as Administrative Agent may reasonably
request.


 


3.2                               Conditions
to All Loans.


 


The obligation of each Lender to make its Loans on each Funding Date
are subject to the following further conditions precedent:


 


A.                                    Administrative
Agent shall have received before that Funding Date, in accordance with the
provisions of subsection 2.1B, a duly executed Notice of Borrowing, in
each case signed by a duly authorized Officer of the applicable Borrower.


 


B.                                    As
of that Funding Date:


 


(i)                     The
representations and warranties contained herein and in the other Loan Documents
shall be true, correct and complete in all material respects on and as of that
Funding Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have been true,
correct and complete in all material respects on and as of such earlier date; provided,
that, if a representation and warranty is qualified as to materiality, the
materiality qualifier set forth above shall be disregarded with respect to such
representation and warranty for purposes of this condition;


 


(ii)                  No
event shall have occurred and be continuing or would result from the
consummation of the borrowing contemplated by such Notice of Borrowing that
would constitute an Event of Default or a Potential Event of Default;


 


(iii)               Each
Loan Party shall have performed in all material respects all agreements and
satisfied all conditions which this Agreement provides shall be performed or
satisfied by it on or before that Funding Date; and


 


(iv)              No
order, judgment or decree of any arbitrator or Government Authority shall
purport to enjoin or restrain such Lender from making the Loans to be made by
it on that Funding Date; and


 


(v)                 Parent
and its Subsidiaries shall have delivered such other certificates or documents
that Administrative Agent shall reasonably request, in form and substance
satisfactory to Administrative Agent.


 


Section 4.                                          REPRESENTATIONS
AND WARRANTIES OF PARENT AND BORROWERS


 


In order to
induce Lenders to enter into this Agreement and to make the Loans, each of
Parent and each Borrower (for purposes of Section 4, references to a
Borrower or to Parent and its Subsidiaries shall be deemed to include the
Acquired Businesses, whether or not the Acquisition has occurred) represents
and warrants to each Lender:


 


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4.1                               Organization,
Powers, Qualification, Good Standing, Business and Subsidiaries.


 


A.                                    Organization
and Powers.  Each of Parent and each
Borrower is a corporation or limited liability company duly incorporated or
formed, validly existing and in good standing under the laws of its
jurisdiction of organization as specified in Schedule 4.1 annexed
hereto, as said Schedule 4.1 may be supplemented from time to time
pursuant to the provisions of subsection 5.1(xv).  Each of Parent and
each Borrower has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be
conducted, to enter into the Loan Documents, the Acquisition Agreements and the
Station Agreements to which it is a party and to carry out the transactions
contemplated thereby.


 


B.                                    Qualification
and Good Standing.  Each of Parent
and each Borrower is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, except in jurisdictions where the failure to be so
qualified or in good standing has not had and could not reasonably be expected
to result in a Material Adverse Effect.


 


C.                                    Conduct
of Business.  Parent and its
Subsidiaries are engaged only in the businesses permitted to be engaged in
pursuant to subsection 6.11.


 


D.                                    Subsidiaries.  All of the Subsidiaries of Parent and their
jurisdictions of organization are identified in Schedule 4.1
annexed hereto, as said Schedule 4.1 may be supplemented from time
to time pursuant to the provisions of subsection 5.1(xv).  The Capital Stock of each of the Subsidiaries
of Parent identified in Schedule 4.1 annexed hereto (as so
supplemented) is duly authorized, validly issued, fully paid and nonassessable
and none of such Capital Stock constitutes Margin Stock.  Each of the Subsidiaries of Parent identified
in Schedule 4.1 annexed hereto (as so supplemented) is a
corporation or limited liability company duly organized, validly existing and
in good standing under the laws of its respective jurisdiction of organization
set forth therein, has all requisite power and authority to own and operate its
properties and to carry on its business as now conducted and as proposed to be
conducted, and is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, in each case except where failure to be so
qualified or in good standing or a lack of such power and authority has not had
and could not reasonably be expected to result in a Material Adverse Effect.  Schedule 4.1 annexed hereto (as
so supplemented) correctly sets forth the ownership interest of Parent and each
of its Subsidiaries in each of the Subsidiaries of Parent identified therein.


 


E.                                      Compliance
with Laws, Etc.  Parent and each of
its Subsidiaries is in compliance with the requirements of all applicable laws,
rules, regulations and orders of any Government Authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
result in, individually or in the aggregate, a Material Adverse Effect.


 


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4.2                               Authorization
of Borrowing, etc.


 


A.                                    Authorization.  The execution, delivery and performance of
the Loan Documents, the Acquisition Agreements and the Station Agreements have
been duly authorized by all necessary action on the part of each Loan Party that
is a party thereto.


 


B.                                    No
Conflict.  The execution, delivery
and performance by Loan Parties of the Loan Documents, the Acquisition
Agreements and the Station Agreements to which they are parties and the
consummation of the transactions contemplated by the Loan Documents, the
Acquisition Agreements and the Station Agreements do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable
to Parent or any of its Subsidiaries, the Organizational Documents of Parent or
any of its Subsidiaries or any order, judgment or decree of any court or other
Government Authority binding on Parent or any of its Subsidiaries, (ii) conflict
with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any Contractual Obligation of Parent or any of its
Subsidiaries, including, without limitation, under the Indenture, (iii) result
in or require the creation or imposition of any Lien upon any of the properties
or assets of Parent or any of its Subsidiaries (other than any Liens created
under any of the Loan Documents in favor of Administrative Agent on behalf of
Lenders), or (iv) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of Parent or any of its
Subsidiaries, except for such approvals or consents which will be obtained on
or before the Closing Date and disclosed in writing to Lenders.


 


C.                                    Governmental
Consents.  The execution, delivery
and performance by Loan Parties of the Loan Documents, the Acquisition
Agreements and the Station Agreements to which they are parties and the
consummation of the transactions contemplated by the Loan Documents, the
Acquisition Agreements and the Station Agreements do not and will not require
any Governmental Authorization, except for such as have been obtained.


 


D.                                    Binding
Obligation.  Each of the Loan
Documents, the Acquisition Agreements and the Station Agreements has been duly
executed and delivered by each Loan Party that is a party thereto and is the
legally valid and binding obligation of each such Loan Party, enforceable
against each such Loan Party in accordance with its respective terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.


 


4.3                               Financial
Condition.


 


Parent has
heretofore delivered to Lenders, at Lenders’ request, the financial statements
of Parent and its Subsidiaries identified in subsection 3.1E.  All such statements other than pro forma
financial statements were prepared in conformity with GAAP and fairly present,
in all material respects, the financial position (on a consolidated basis) of
the entities described in such financial statements as at the respective dates
thereof and the results of operations (on a consolidated basis) of the entities
described therein for each of the periods then ended, subject, in the case of
any such unaudited financial statements, to changes resulting from audit and
normal year-end adjustments.  Neither
Parent nor any of its Subsidiaries has (and will not have following the funding
of the initial Loans) any Contingent Obligation, contingent liability or
liability for


 


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taxes, long-term lease or
unusual forward or long-term commitment that, as of the Closing Date, is not
reflected in the foregoing financial statements or the notes thereto and, as of
any Funding Date subsequent to the Closing Date, is not reflected in the most
recent financial statements delivered to Lenders pursuant to subsection 5.1
or the notes thereto and that, in any such case, is material in relation to the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Parent or any of its Subsidiaries. 
As of the Closing Date, there are no items of Indebtedness of Parent and
its Subsidiaries that are not required to be recorded on a balance sheet in
accordance with GAAP, with a full description of each such item, and the amount
of Indebtedness in respect of such item.


 


4.4                               No
Material Adverse Change; No Restricted Junior Payments.


 


Since December 31,
2004, no event or change has occurred that has resulted in or evidences, either
in any case or in the aggregate, a Material Adverse Effect.  Neither Parent nor any of its Subsidiaries
has directly or indirectly declared, ordered, paid or made, or set apart any
sum or property for, any Restricted Junior Payment or agreed to do so except as
permitted by subsection 6.5.


 


4.5                               Title
to Properties; Liens; Real Property; Intellectual Property.


 


A.                                    Title
to Properties; Liens.  Parent and its
Subsidiaries have (i) good, sufficient and legal title to (in the case of
fee interests in real property), (ii) valid leasehold interests in (in the
case of leasehold interests in real or personal property), or (iii) good
title to (in the case of all other personal property), all of their respective
properties and assets reflected in the financial statements referred to in subsection 4.3
or in the most recent financial statements delivered pursuant to subsection 5.1,
in each case except for assets disposed of since the date of such financial
statements in the ordinary course of business or as otherwise permitted under
subsection 6.7.  Except as permitted
by this Agreement, all such properties and assets are free and clear of Liens,
other than the Permitted Liens.


 


B.                                    Real
Property.  As of the Closing Date, Schedule 4.5B
annexed hereto contains a true, accurate and complete list of (i) all fee
interests in any Real Property Assets and (ii) all leases, subleases or
assignments of leases (together with all amendments, modifications,
supplements, renewals or extensions of any thereof) affecting each Real
Property Asset, regardless of whether a Loan Party is the landlord or tenant
(whether directly or as an assignee or successor in interest) under such lease,
sublease or assignment.  Except as
specified in Schedule 4.5B annexed hereto, each agreement listed in
clause (ii) of the immediately preceding sentence is in full force
and effect and Parent and its Subsidiaries do not have knowledge of any default
that has occurred and is continuing thereunder, and each such agreement
constitutes the legally valid and binding obligation of each applicable Loan
Party, enforceable against such Loan Party in accordance with its terms, except
as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles.


 


C.                                    Intellectual Property.  As of the Closing Date, Parent and its
Subsidiaries own or have the right to use, all Intellectual Property used in
the conduct of their business, except where the failure to own or have such
right to use in the aggregate could not reasonably


 


66





















 


be
expected to result in a Material Adverse Effect.  No claim has been asserted and is pending by
any Person challenging or questioning the use of any such Intellectual Property
or the validity or effectiveness of any such Intellectual Property, nor does
Parent or any Subsidiary know of any valid basis for any such claim, except for
such claims that in the aggregate could not reasonably be expected to result in
a Material Adverse Effect.  The use of
such Intellectual Property by Parent and its Subsidiaries does not infringe on
the rights of any Person, except for such claims and infringements that, in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  All federal, state and foreign
registrations of and applications for Intellectual Property that is owned or
licensed by Parent or any of its Subsidiaries on the Closing Date are described
on Schedule 4.5C annexed hereto.


 


4.6                               Litigation;
Adverse Facts.


 


There are no
Proceedings (whether or not purportedly on behalf of Parent or any of its
Subsidiaries) at law or in equity, or before or by any court or other
Government Authority (including any Environmental Claims) that are pending or,
to the knowledge of Parent or any of its Subsidiaries, threatened against or
affecting Parent or any of its Subsidiaries or any property of Parent or any of
its Subsidiaries and that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.  Neither Parent nor any of its Subsidiaries (i) is
in violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (ii) is subject to or in default with respect
to any final judgments, writs, injunctions, decrees, rules or regulations
of any court or other Government Authority that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.


 


4.7                               Payment
of Taxes.


 


Except to the
extent permitted by subsection 5.3, all tax returns and reports of Parent
and its Subsidiaries required to be filed by any of them have been timely
filed, and all taxes shown on such tax returns to be due and payable and all
assessments, fees and other governmental charges upon Parent and its
Subsidiaries and upon their respective properties, assets, income, businesses
and franchises that are due and payable have been paid when due and payable.  Neither Parent nor any of its Subsidiaries
knows of any proposed tax assessment against Parent or any of its Subsidiaries
that is not being actively contested by Parent or such Subsidiary in good faith
and by appropriate proceedings; provided that such reserves or other
appropriate provisions, if any, as shall be required in conformity with GAAP
shall have been made or provided therefor. 
As of the Closing Date, there are no tax audits by any Government
Authority pending or, to the knowledge of Parent and its Subsidiaries,
threatened with respect to Parent or any of its Subsidiaries.


 


4.8                               Performance
of Agreements.


 


Neither Parent
nor any of its Subsidiaries is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
of its Contractual Obligations and no condition exists that, with the giving of
notice or the lapse of time or both, would constitute such a default, except
where the consequences, direct or indirect, of such default or defaults, if any,
could not reasonably be expected to result in a Material


 


67





















 


Adverse
Effect.  No
Borrower is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in the Indenture, and no
condition exists that, with the giving of notice or the lapse of time or both,
would constitute such a default.


 


4.9                               Governmental
Regulation.


 


Neither Parent
nor any of its Subsidiaries is subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act
or the Investment Company Act of 1940 or under any other federal or state
statute or regulation which may limit its ability to incur Indebtedness or
which may otherwise render all or any portion of the Obligations unenforceable.


 


4.10                        Securities
Activities.


 


A.                                    Neither
Parent nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.


 


B.                                    Following
application of the proceeds of each Loan, not more than 25% of the value of the
assets (either of the Borrowers only or of Parent and its Subsidiaries on a
consolidated basis) subject to the provisions of subsection 6.2 or 6.7 or
subject to any restriction contained in any agreement or instrument, between
any Borrower and any Lender or any Affiliate of any Lender, relating to
Indebtedness and within the scope of subsection 7.2, will be Margin Stock.


 


4.11                        Employee
Benefit Plans.


 


A.                                    Parent,
each of its Subsidiaries and each of their respective ERISA Affiliates is in
compliance with all applicable provisions and requirements of ERISA and the
regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each
Employee Benefit Plan.  Each Employee
Benefit Plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code is so qualified.


 


B.                                    No
ERISA Event has occurred or is reasonably expected to occur.


 


C.                                    Except
to the extent required under Section 4980B of the Internal Revenue Code,
no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employee of
Parent, any of its Subsidiaries or any of their respective ERISA Affiliates.


 


D.                                    As
of the most recent valuation date for any Pension Plan, there are no unfunded
benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually
or in the aggregate for all Pension Plans (excluding for purposes of such
computation any Pension Plans with respect to which assets exceed benefit
liabilities).


 


E.                                      As
of the most recent valuation date for each Multiemployer Plan for which the actuarial
report is available, no potential liability exists for Parent, its Subsidiaries
and


 


68





















 


their
respective ERISA Affiliates for complete withdrawal from any Multiemployer Plan
(within the meaning of Section 4203 of ERISA), based on information
available pursuant to Section 4221(e) of ERISA.


 


4.12                        Certain
Fees.


 


No broker’s or
finder’s fee or commission will be payable with respect to this Agreement or
any of the transactions contemplated hereby, except for fees to Dilworth
Partners LLC, for which payment arrangements have been made and disclosed to
Administrative Agent, and each of Parent and each Borrower hereby indemnifies
Lenders against, and agrees that it will hold Lenders harmless from, any claim,
demand or liability for any such broker’s or finder’s fees alleged to have been
incurred in connection herewith or therewith and any expenses (including
reasonable fees, expenses and disbursements of counsel) arising in connection
with any such claim, demand or liability.


 


4.13                        Environmental
Protection.


 


(i)                     Neither
Parent nor any of its Subsidiaries nor any of their respective Facilities or
operations are subject to any outstanding written order, consent decree or
settlement agreement with any Person relating to (a) any Environmental
Law, (b) any Environmental Claim, or (c) any Hazardous Materials
Activity that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect;


 


(ii)                  neither Parent nor any of its Subsidiaries has
received any letter or request for information under Section 104 of
the Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. § 9604) or any comparable state law;


 


(iii)               there
are and, to Parent’s and its Subsidiaries’ knowledge, have been no conditions,
occurrences, or Hazardous Materials Activities that could reasonably be
expected to form the basis of an Environmental Claim against Parent or any of
its Subsidiaries that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect;


 


(iv)              neither
Parent nor any of its Subsidiaries nor, to Parent’s and its Subsidiaries’
knowledge, any predecessor of Parent or any of its Subsidiaries has filed any
notice under any Environmental Law indicating past or present treatment of
Hazardous Materials at any Facility, and none of Parent’s or any of its
Subsidiaries’ operations involves the generation, transportation, treatment,
storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270
or any state equivalent;


 


(v)                 compliance
with all current or reasonably foreseeable future requirements pursuant to or
under Environmental Laws would not, individually or in the aggregate, be
reasonably expected to result in a Material Adverse Effect.


 


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4.14                        Employee
Matters.


 


There is no
strike or work stoppage in existence or threatened involving Parent or any
of its Subsidiaries that could reasonably be expected to result in a Material
Adverse Effect.  Copies of all employment
agreements of Parent and its Subsidiaries in effect on the Closing Date have
been previously delivered to Administrative Agent.


 


4.15                        Solvency.


 


Each Loan
Party is and, upon the incurrence of any Obligations by such Loan Party on any
date on which this representation is made, will be, Solvent.


 


4.16                        Matters
Relating to Collateral.


 


A.                                    Creation, Perfection and Priority of Liens.  The execution and delivery of the Collateral
Documents by the Loan Parties, together with (i) the actions taken on or
prior to the date hereof pursuant to subsections 3.1L, 6.8 and 6.9 and (ii) the
delivery to Administrative Agent of any Pledged Collateral not delivered to
Administrative Agent at the time of execution and delivery of the applicable
Collateral Document (all of which Pledged Collateral has been so delivered) are
effective to create in favor of Administrative Agent for the benefit of
Lenders, as security for the respective Secured Obligations (as defined in the
applicable Collateral Document in respect of any Collateral), a valid First
Priority Lien on all of the Collateral, and all filings and other actions
necessary or desirable to perfect and maintain the perfection and First
Priority status of such Liens have been duly made or taken and remain in full
force and effect, other than the filing of any UCC financing statements
delivered to Administrative Agent for filing (but not yet filed) and the
periodic filing of UCC continuation statements in respect of UCC financing
statements filed by or on behalf of Administrative Agent.


 


B.                                    Governmental
Authorizations.  No authorization,
approval or other action by, and no notice to or filing with, any Government
Authority is required for either (i) the pledge or grant by any Loan Party
of the Liens purported to be created in favor of Administrative Agent pursuant
to any of the Collateral Documents or (ii) the exercise by Administrative
Agent of any rights or remedies in respect of any Collateral (whether
specifically granted or created pursuant to any of the Collateral Documents or
created or provided for by applicable law), except for filings or recordings
contemplated by the Collateral Documents and except as may be required, in
connection with the disposition of any Pledged Collateral, by laws generally
affecting the offering and sale of securities.


 


C.                                    Absence
of Third-Party Filings.  Except such
as may have been filed in favor of Administrative Agent as contemplated by the
Collateral Documents and to evidence Liens permitted pursuant to subsection 6.2,
(i) no effective UCC financing statement, fixture filing or other
instrument similar in effect covering all or any part of the Collateral is on
file in any filing or recording office and (ii) no effective filing
covering all or any part of the IP Collateral is on file in any IP Filing
Office.


 


D.                                    Margin
Regulations.  The pledge of the
Pledged Collateral pursuant to the Collateral Documents does not violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System.


 


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E.                                      Information
Regarding Collateral.  All
information supplied to Administrative Agent by or on behalf of any Loan Party
with respect to any of the Collateral (in each case taken as a whole with
respect to any particular Collateral) is accurate and complete in all material
respects.


 


4.17                        Disclosure.


 


No
representation or warranty of Parent or any of its Subsidiaries contained in
the Confidential Information Memorandum, any Loan Document, any Related
Agreement, or any other document, certificate or written statement furnished to
Lenders, taken as a whole, in each case by or on behalf of Parent or any of its
Subsidiaries for use in connection with the transactions contemplated by this
Agreement contains (as of the date on which such statement is made or is
required to be true under subsection 3.2B(i) or any other provision
of the Loan Documents) any untrue statement of a material fact or omits to
state a material fact (known to Parent or any of its Subsidiaries, in the case
of any document not furnished by it) necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in
which the same were made.  Any
projections and pro forma information contained in such materials are based
upon good faith estimates and assumptions believed by Parent and its
Subsidiaries to be reasonable at the time made, it being recognized by Lenders
that such projections as to future events are not to be viewed as facts and
that actual results during the period or periods covered by any such
projections may differ from the projected results.  There are no facts known (or which should
upon the reasonable exercise of diligence be known) to Parent and its Subsidiaries
(other than matters of a general economic nature) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents,
certificates and statements furnished to Lenders for use in connection with the
transactions contemplated hereby.


 


4.18                        Acquisition
Agreements and Station Agreements.


 


A.                                    Delivery of Acquisition Agreements and
Station Agreements.  Parent
has delivered to Lenders complete and correct copies of each Acquisition
Agreement and Station Agreement and of all exhibits and schedules thereto.


 


B.                                    Sellers’ Warranties.  Except to the extent otherwise set forth
herein or in the schedules hereto, (i) each of the representations and
warranties relating to the Duluth Station and the businesses conducted by it
given by the Duluth Sellers to the Duluth Borrowers and its Affiliates in the
Duluth Acquisition Agreement is true and correct in all material respects as of
the date hereof (or as of any earlier date to which such representation and
warranty specifically relates) and will be true and correct in all material
respects as of the Closing Date (or as of such earlier date, as the case may
be), in each case subject to the qualifications set forth in the schedules to
the Duluth Acquisition Agreement, and (ii) each of the representations and
warranties relating to the Fort Wayne Station and the businesses conducted by
it given by the Fort Wayne Sellers to the Fort Wayne Borrowers and its
Affiliates in the Fort Wayne Acquisition Agreement is true and correct in all
material respects as of the date hereof (or as of any earlier date to which
such representation and warranty specifically relates) and will be true and
correct in all material respects as of the Closing Date (or as of such earlier
date, as the case


 


71





















 


may
be), in each case subject to the qualifications set forth in the schedules to
the Fort Wayne Acquisition Agreement.


 


C.                                    Warranties of Parent and its Subsidiaries.  Subject to the qualifications set forth
therein, each of the representations and warranties given by any Loan Party to
any Seller in either of the Acquisition Agreements is true and correct in all
material respects as of the date hereof and will be true and correct in all
material respects as of the Closing Date.


 


D.                                    Survival.  Notwithstanding anything in either of the
Acquisition Agreements to the contrary, the representations and warranties of
Parent and each Borrower set forth in subsections 5.18B and 5.18C shall,
solely for purposes of this Agreement, survive the Closing Date for the benefit
of Lenders.


 


4.19                        Foreign
Assets Control Regulations, Etc.


 


Neither the making of the Loans to any Borrower nor its use of the
proceeds thereof will violate the Trading with the Enemy Act, as amended, or
any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.  Without limiting the foregoing, neither
Parent nor any of its Subsidiaries or Affiliates (a) is or will become a
Person whose property or interests in property are blocked pursuant to Section 1
of Executive Order 13224 of September 23, 2001, Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) engages or will
engage in any dealings or transactions, or be otherwise associated, with any
such Person.  Parent and its Subsidiaries
and Affiliates are in compliance, in all material respects, with the USA
Patriot Act.


 


4.20                        FCC
Licenses and Approvals.


 


A.                                    Schedule 4.20
annexed hereto correctly describes each of the television stations and
television translators owned, or to be owned, by Parent and its Subsidiaries as
of the Closing Date.


 


B.                                    Schedule 4.20
correctly sets forth all of the FCC Licenses held, or to be held upon
consummation of the Acquisitions by the Duluth Licensee and the Fort Wayne
Licensee, and correctly sets forth the termination date, if any, of each such
FCC License.  Other than the FCC
Licenses, none of Parent, its Subsidiaries or their Affiliates hold any attributable or other interests in licenses,
authorizations or permits issued by the FCC or any Communications Regulatory
Authority.  Each FCC License which is a
main station license or a television translator station license was duly and
validly issued by the FCC pursuant to procedures which comply with all
requirements of applicable law and neither Parent nor its Subsidiaries has any knowledge
of the occurrence of any event or the existence of any circumstance which, in
the reasonable judgment of Parent or its Subsidiaries, as applicable, is likely
to lead to the revocation of any FCC License. 
Duluth Licensee and Fort Wayne Licensee each have the right to use all
FCC Licenses required for the operation of their respective Stations as
presently conducted and as proposed to be conducted immediately following the
Closing Date.  Each such FCC License is
in full force and effect and does not, to the knowledge of Parent or its
Subsidiaries, conflict with


 


72





















 


the
valid rights of others in each case where such failure to be in full force and
effect or conflict could have a Material Adverse Effect.


 


C.                                    Neither
Parent nor its Subsidiaries is a party to or has knowledge of any
investigation, notice of apparent liability, violation, forfeiture or other
order or complaint issued by or before any court or regulatory body, including
the FCC, or of any other proceedings (other than proceedings relating to the
radio or television industries generally or to resolve the Duluth Application
for Review) which could in any manner threaten or adversely affect the validity
or continued effectiveness of the FCC Licenses of any such Person or give rise
to any order of forfeiture.  Neither
Parent nor its Subsidiaries has any reason to believe that the FCC Licenses
listed and described in Schedule 4.20, will not be renewed in the
ordinary course except to the extent that licenses for television stations may
be affected by the conversion to digital television pursuant to the FCC
Rules.  Each of Parent and its
Subsidiaries has filed in a timely manner all material reports, applications,
documents, instruments and information required to be filed by it pursuant to
applicable rules and regulations or requests of every regulatory body
having jurisdiction over any of its FCC Licenses.


 


D.                                    None
of the facilities used in connection with the television broadcasting
operations of Parent and its Subsidiaries (including without limitation, the
transmitter and tower sites owned or used by Parent or any of its Subsidiaries)
violates in any material respect the provisions of any applicable building
codes, fire regulations, building restrictions or other governmental
ordinances, orders, or regulations and each such facility is zoned so as to
permit the commercial uses intended by the owner or occupier thereof and there
are no outstanding variances or special use permits materially affecting any of
the facilities or the uses thereof.


 


E.                                      Each
Ownership Report, if any, filed by the Parent and its Subsidiaries with the FCC
was true, correct and complete in all material respects as of the date on which
it was filed and Parent and its Subsidiaries have filed all Ownership Reports
which such Person is required to have filed in accordance with the FCC Rules within
the time for filing specified thereunder.


 


Section 5.                                          AFFIRMATIVE
COVENANTS OF PARENT AND BORROWERS


 


Parent and
each of the Borrowers covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations (other than Unasserted Obligations), unless
Requisite Lenders shall otherwise give prior written consent, Parent and each
of the Borrowers shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 5.


 


5.1                               Financial
Statements and Other Reports.


 


Parent will
maintain, and cause each of its Subsidiaries to maintain, a system of
accounting established and administered in accordance with sound business
practices to permit preparation of financial statements in conformity with
GAAP.  Parent will deliver to
Administrative Agent and Lenders:


 


(i)                     Events
of Default, etc.:  promptly upon any
officer of Parent or any of its Subsidiaries obtaining knowledge (a) of
any condition or event that constitutes an


 


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Event of Default or Potential Event of Default, or becoming aware that
any Lender has given any notice (other than to Administrative Agent) or taken
any other action with respect to a claimed Event of Default or Potential Event
of Default, (b) that any Person has given any notice to Parent or any of
its Subsidiaries or taken any other action with respect to a claimed default or
event or condition of the type referred to in subsection 7.2, (c) of
any condition or event that would be required to be disclosed in a current
report filed by Parent or any of its Subsidiaries with the Securities and
Exchange Commission on Form 8-K if such Person were required to file such
reports under the Exchange Act, or (d) of the occurrence of any event or
change that has caused or evidences, either in any case or in the aggregate, a
Material Adverse Effect, an Officer’s Certificate specifying the nature and
period of existence of such condition, event or change, or specifying the
notice given or action taken by any such Person and the nature of such claimed
Event of Default, Potential Event of Default, default, event or condition, and
what action such Person has taken, is taking and proposes to take with respect
thereto;


 


(ii)                  Monthly
and Quarterly Financials:  as soon as
available and in any event within 20 days after the end of each month and within
45 days after the end of each of the first three Fiscal Quarters of each Fiscal
Year, (a) the consolidated balance sheet of Parent and its Subsidiaries as
at the end of such fiscal period and the related consolidated statements of
income and broadcast cash flows of Parent and its Subsidiaries for such fiscal
period and for the period from the beginning of the then current Fiscal Year to
the end of such fiscal period, setting forth in each case in comparative form
the corresponding figures for the corresponding periods of the previous Fiscal
Year and the corresponding figures from the Financial Plan for the current
Fiscal Year, to the extent prepared for such fiscal period, all in reasonable
detail and certified by the chief executive officer of Parent that they fairly
present, in all material respects, the financial condition of Parent and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments, and (b) for each Fiscal Quarter, a
narrative report describing the operations of Parent and its Subsidiaries for
such fiscal period;


 


(iii)               Year-End
Financials:  as soon as available and
in any event within 90 days after the end of each Fiscal Year, (a) the
consolidated balance sheet of Parent and its Subsidiaries as at the end of such
Fiscal Year and the related consolidated statements of income, stockholders’
equity and cash flows of Parent and its Subsidiaries for such Fiscal Year,
setting forth in each case in comparative form the corresponding figures for
the previous Fiscal Year, all in reasonable detail and certified by the chief
executive officer of Parent that they fairly present, in all material respects,
the financial condition of Parent and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the
periods indicated, (b) a narrative report describing the operations of
Parent and its Subsidiaries for such Fiscal Year, and (c) a report
indicating the corresponding figures from the Financial Plan for the Fiscal
Year covered by such financial statements and (d) in the case of such
consolidated financial statements, a report thereon of Ernst & Young
LLP or other independent certified public accountants of recognized national standing
selected by Parent and


 


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satisfactory to Administrative Agent, which report shall be
unqualified, shall express no doubts, assumptions or qualifications concerning
the ability of Parent and its Subsidiaries to continue as a going concern, and
shall state that such consolidated financial statements fairly present, in all
material respects, the consolidated financial position of Parent and its Subsidiaries
as at the dates indicated and the results of their operations and their cash
flows for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (except as otherwise disclosed in such financial
statements) and that the examination by such accountants in connection with
such consolidated financial statements has been made in accordance with
generally accepted auditing standards;


 


(iv)              Pricing
and Compliance Certificates: 
together with each delivery of financial statements pursuant to
subdivisions (ii) and (iii) above, (a) an Officer’s Certificate
of Parent stating that the signers have reviewed the terms of this Agreement
and have made, or caused to be made under their supervision, a review in
reasonable detail of the transactions and condition of Parent and its
Subsidiaries during the accounting period covered by such financial statements
and that such review has not disclosed the existence during or at the end of
such accounting period, and that the signers do not have knowledge of the
existence as at the date of such Officer’s Certificate, of any condition or
event that constitutes an Event of Default or Potential Event of Default, or,
if any such condition or event existed or exists, specifying the nature and period
of existence thereof and what action such Person has taken, is taking and
proposes to take with respect thereto; and (b) a Compliance Certificate
demonstrating in reasonable detail compliance during and at the end of the
applicable accounting periods with the restrictions contained in Section 6;


 


(v)                 Reconciliation
Statements:  if, as a result of any
change in accounting principles and policies from those used in the preparation
of the audited financial statements referred to in subsection 4.3, the consolidated
financial statements of Parent and its Subsidiaries delivered pursuant to
subdivisions (ii), (iii) or (xii) of this subsection 5.1 will differ
in any material respect from the consolidated financial statements that would
have been delivered pursuant to such subdivisions had no such change in
accounting principles and policies been made, then (a) together with the
first delivery of financial statements pursuant to subdivision (ii), (iii) or
(xii) of this subsection 5.1 following such change, consolidated financial
statements of Parent and its Subsidiaries for (x) the current Fiscal Year
to the effective date of such change and (y) the two full Fiscal Years
immediately preceding the Fiscal Year in which such change is made, in each
case prepared on a pro forma basis as if such change had been in effect during
such periods, and (b) together with each delivery of financial statements
pursuant to subdivision (ii), (iii) or (xii) of this subsection 5.1
following such change, if required pursuant to subsection 1.2, a written
statement of the chief accounting officer or chief executive officer of Parent
setting forth the differences (including any differences that would affect any
calculations relating to the financial covenants set forth in subsection 6.6)
which would have resulted if such financial statements had been prepared
without giving effect to such change;


 


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(vi)              Accountants’
Certification:  together with each
delivery of consolidated financial statements pursuant to subdivision (iii) above,
a written statement by the independent certified public accountants giving the
report thereon (which statement may be limited to the extent permitted by
accounting rules or guidelines) (a) stating that their audit
examination has included a review of the terms of this Agreement and the other
Loan Documents as they relate to accounting matters, (b) stating whether,
in connection with their audit examination, any condition or event that
constitutes an Event of Default or Potential Event of Default has come to their
attention and, if such a condition or event has come to their attention,
specifying the nature and period of existence thereof; provided that
such accountants shall not be liable by reason of any failure to obtain
knowledge of any such Event of Default or Potential Event of Default that would
not be disclosed in the course of their audit examination, and (c) stating
that based on their audit examination nothing has come to their attention that
causes them to believe either or both that the information contained in the
certificates delivered therewith pursuant to subdivision (iv) above is not
correct or that the matters set forth in the Compliance Certificates delivered
therewith pursuant to clause (b) of subdivision (iv) above for
the applicable Fiscal Year are not stated in accordance with the terms of this
Agreement;


 


(vii)           Accountants’
Reports:  promptly upon receipt
thereof (unless restricted by applicable professional standards), copies of all
reports submitted to Parent by independent certified public accountants in
connection with each annual, interim or special audit of the financial
statements of Parent and its Subsidiaries made by such accountants, including
any comment letter submitted by such accountants to management in connection
with their annual audit;


 


(viii)        SEC
Filings and Press Releases:  promptly
upon their becoming available, copies of (a) all financial statements,
reports, notices and proxy statements sent or made available generally by Parent
to its security holders or by any Subsidiary of Parent to its security holders
other than Parent or another Subsidiary of Parent, (b) all regular and
periodic reports and all registration statements (other than on Form S-8
or a similar form) and prospectuses, if any, filed by Parent or any of its
Subsidiaries with any securities exchange or with the Securities and Exchange
Commission or any governmental or private regulatory authority, and (c) all
press releases and other statements made available generally by Parent or any
of its Subsidiaries to the public concerning material developments in the
business of Parent or any of its Subsidiaries;


 


(ix)                Litigation
or Other Proceedings:  (a) promptly
upon any Officer of Parent or any of its Subsidiaries obtaining knowledge of (1) the
institution of, or non-frivolous threat of, any Proceeding against or affecting
Parent or any of its Subsidiaries or any property of Parent or any of its
Subsidiaries not previously disclosed in writing by such Person to Lenders or (2) any
material development in any Proceeding that, in any case:


 


(x)                                   if adversely determined, has a reasonable possibility of
giving rise to a Material Adverse Effect; or


 


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(y)                                 seeks to enjoin or otherwise
prevent the consummation of, or to recover any damages or obtain relief as a
result of, the transactions contemplated hereby;


 


written notice thereof together with such other information as may be
reasonably available to Parent or any of its Subsidiaries to enable Lenders and
their counsel to evaluate such matters; and (b) within twenty-five days
after the end of each Fiscal Quarter, a schedule of all Proceedings
involving an alleged liability of, or claims against or affecting, Parent or
any of its Subsidiaries equal to or greater than $500,000, and promptly after
request by Administrative Agent such other information as may be reasonably
requested by Administrative Agent to enable Administrative Agent and its
counsel to evaluate any of such Proceedings;


 


(x)                   ERISA
Events:  promptly upon becoming aware
of the occurrence of or forthcoming occurrence of any ERISA Event, a written
notice specifying the nature thereof, what action Parent, any of its
Subsidiaries or any of their respective ERISA Affiliates has taken, is taking
or proposes to take with respect thereto and, when known, any action taken or
threatened by the Internal Revenue Service, the Department of Labor or the PBGC
with respect thereto;


 


(xi)                ERISA
Notices:  with reasonable promptness,
copies of (a) all notices received by Parent, any of its Subsidiaries or
any of their respective ERISA Affiliates from a Multiemployer Plan sponsor
concerning an ERISA Event; and (b) copies of such other documents or
governmental reports or filings relating to any Employee Benefit Plan as
Administrative Agent shall reasonably request;


 


(xii)             Financial
Plans:  as soon as practicable and in
any event no later than 30 days before
the beginning of each Fiscal Year, a consolidated plan and financial forecast
for such Fiscal Year and the next two succeeding Fiscal Years (the “Financial Plan” for such Fiscal Years), including (a) a
forecasted consolidated balance sheet and forecasted consolidated statements of
income and broadcast cash flows of Parent and its Subsidiaries for each such
Fiscal Year, together with a pro  forma Compliance Certificates
for each such Fiscal Year and an explanation of the assumptions on which such
forecasts are based, (b) a forecasted consolidated balance sheet and
forecasted consolidated statements of income and broadcast cash flows of Parent
and its Subsidiaries for each month of the first such Fiscal Year and for each quarter of the second such
Fiscal Year, together with an explanation of the assumptions on which such
forecasts are based, (c) the amount of forecasted unallocated overhead for
each such Fiscal Year, and (d) such other information and projections as
any Lender may reasonably request;


 


(xiii)          Insurance:  as soon as practicable after (a) any
material change in insurance coverage maintained by Parent and its Subsidiaries
or (b) the occurrence of any material losses or claims, notice thereof to
Administrative Agent specifying the changes and reasons therefor, or describing
in reasonable detail such losses and claims;


 


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(xiv)         Governing
Body:  with reasonable promptness,
written notice of any change in the Governing Body of Parent or any Borrower;


 


(xv)            Changes
in Form or Domicile:  promptly
upon any Person changing its organizational form or domicile in a manner
permitted by subsection 7.7, a written notice setting forth with respect
to such Person (a) the date on which such change occurred and (b) all
of the data required to be set forth in Schedule 4.1 annexed hereto
with respect to all Subsidiaries of Parent (it being understood that such
written notice shall be deemed to supplement Schedule 4.1 annexed
hereto for all purposes of this Agreement);


 


(xvi)         Copies
of Notices.  promptly after the
delivery to or by Parent or any of its Subsidiaries of any of the following,
copies of all notices and reports delivered in connection with the Indenture or
any material Indebtedness of Parent or any of its Subsidiaries;


 


(xvii)      Good
Standing Certificates:  together with
each delivery of financial statements pursuant to subdivisions (ii) and (iii) above,
upon request by Administrative Agent, good standing certificates as to each
Loan Party from its jurisdiction of organization;


 


(xviii)   FCC
Licenses, etc.:  promptly upon
receipt of notice of (a) any forfeiture, non-renewal, cancellation,
termination, revocation, suspension, impairment or material modification of any
FCC License held by Parent or any of its Subsidiaries, or any notice of default
or forfeiture with respect to any such FCC License or (b) any refusal by
any governmental agency or authority (including, without limitation, the FCC)
to renew or extend any such FCC License, an Officers’ Certificate specifying
the nature of such event, the period of existence thereof, and what action
Parent and its Subsidiaries are taking or propose to take with respect thereto;


 


(xix)           Tranche
A Letter of Credit:  (a) immediately,
if at any time the issuer thereof shall cease to be an Acceptable Letter of
Credit Issuer or shall be designated by any applicable rating agency as being
on credit watch with negative implications, notice of such occurrence, (b) not
more than 90 days nor less than 60 days before the scheduled expiration date of
the Tranche A Letter of Credit, notice of the scheduled expiration thereof together
with a copy of a written commitment for a replacement, renewal or extension of
the existing Tranche A Letter of Credit, and (c) deliver to Tranche A
Paying Agent a replacement, renewal or extension of an expiring Tranche A
Letter of Credit at least 30 days prior to the scheduled expiration date.


 


(xx)              Other
Information:  with reasonable
promptness, such other information and data with respect to Parent or any of
its Subsidiaries (including, without limitation, monthly consolidated
statements of income (or loss) of Parent and its Subsidiaries) as from time to time may be reasonably requested by any
Lender.


 


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5.2                               Existence,
etc.


 


Except as
permitted under subsection 6.7, Parent will, and will cause each of its
Subsidiaries to, at all times preserve and keep in full force and effect its
existence in the jurisdiction of organization specified on Schedule 4.1
and all rights and franchises material to its business; provided, however
that neither Parent nor any of its Subsidiaries shall be required to preserve
any such right or franchise if the Governing Body of Parent or such Subsidiary
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of Parent or such Subsidiary, as the case may be, and
that the loss thereof is not disadvantageous in any material respect to Parent,
such Subsidiary or Lenders.


 


5.3                               Payment
of Taxes and Claims; Tax.


 


A.                                    Parent
will, and will cause each of its Subsidiaries to, pay all taxes, assessments
and other governmental charges imposed upon it or any of its properties or
assets or in respect of any of its income, businesses or franchises before any
penalty accrues thereon, and all claims (including claims for labor, services,
materials and supplies) for sums that have become due and payable and that by
law have or may become a Lien upon any of its properties or assets, prior to
the time when any penalty or fine shall be incurred with respect thereto; provided
that no such tax, assessment, charge or claim need be paid if it is being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a tax, assessment, charge or claim
which has or may become a Lien against any of the Collateral, such proceedings
conclusively operate to stay the sale of any portion of the Collateral to
satisfy such charge or claim.


 


B.                                    Parent
will not, nor will it permit any of its Subsidiaries to, file or consent to the
filing of any consolidated income tax return with any Person (other than Parent
or any of its Subsidiaries).


 


5.4                               Maintenance
of Properties; Insurance; Application of Net Insurance/ Condemnation Proceeds.


 


A.                                    Maintenance
of Properties.  Parent will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all
material properties used or useful in the business of Parent and its
Subsidiaries (including all material Intellectual Property) and from time to
time will make or cause to be made all appropriate repairs, renewals and
replacements thereof.


 


B.                                    Insurance.  Parent will maintain or cause to be
maintained, with financially sound and reputable insurers, such public
liability insurance, third party property damage insurance, business
interruption insurance and casualty insurance with respect to liabilities, losses
or damage in respect of the assets, properties and businesses of Parent and its
Subsidiaries as may customarily be carried or maintained under similar
circumstances by corporations of established reputation engaged in similar
businesses, in each case in such amounts (giving effect to self-insurance),
with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for corporations similarly situated


 


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in
the industry.  Without limiting the
generality of the foregoing, Parent will maintain or cause to be maintained (i) flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, (ii) replacement value casualty insurance on
the Collateral under such policies of insurance, with such insurance companies,
in such amounts, with such deductibles, and covering such risks as are at all
times satisfactory to Administrative Agent in its commercially reasonable
judgment and (iii) business interruption insurance, in such amounts, with
such deductibles, as are at all times satisfactory to Administrative Agent in
its commercially reasonable judgment. 
Each policy of liability insurance shall name Administrative Agent for
the benefit of Lenders as an additional insured thereunder as its interests may
appear, and each policy of property insurance or business interruption
insurance shall contain a lender’s loss payable clause or endorsement that
names Administrative Agent for the benefit of Lenders as the loss payee
thereunder for any covered loss and provides for at least 10 days prior written
notice to Administrative Agent of cancellation for nonpayment of premium, 30
days prior written notice to Administrative Agent of cancellation for any other
reason, and 10 days prior written notice to Administrative Agent of election
not to renew.  In addition, Parent shall
give prompt written notice to Administrative Agent of any changes to the
policies of insurance described in the preceding sentence.


 


C.                                    Application
of Net Insurance/Condemnation Proceeds.


 


(i)                     Business
Interruption Insurance.  Upon receipt
by Parent or any of its Subsidiaries of any business interruption insurance
proceeds constituting Net Insurance/Condemnation Proceeds, (a) so long as
no Event of Default or Potential Event of Default shall have occurred and be
continuing, Parent or such Subsidiary may retain and apply such Net
Insurance/Condemnation Proceeds for working capital purposes, and (b) if
an Event of Default or Potential Event of Default shall have occurred and be
continuing, Borrowers shall apply an amount equal to such Net
Insurance/Condemnation Proceeds first to the payment of the Consolidated
Station Expenses then due, and then to prepay the Loans (and/or the
Revolving Loan Commitment Amount shall be reduced) as provided in subsections
2.4B and 2.4D.


 


(ii)                  Other
Application of Net Insurance/Condemnation Proceeds. Upon receipt by Parent
or any of its Subsidiaries or by Administrative Agent as loss payee of any Net
Insurance/Condemnation Proceeds other than from
business interruption insurance:


 


(a)                                  if
the aggregate amount of Net Insurance/Condemnation Proceeds received and
reasonably expected to be received by Administrative Agent in respect to any
covered loss does not exceed $1,000,000, so long as no Event of Default or
Potential Event of Default shall have occurred and be continuing,
Administrative Agent, if it received such Net Insurance/Condemnation Proceeds,
shall deliver them to Parent, and Parent shall, or shall cause one or more of
its Subsidiaries to, promptly and diligently apply any such Net Insurance/Condemnation
Proceeds to pay or reimburse the costs of repairing, restoring or replacing the
assets in respect of which such Net Insurance/Condemnation Proceeds were
received or, to the extent not so applied,


 


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to
prepay the Loans (and/or the Revolving Loan Commitment Amount shall be reduced)
as provided in subsection 2.4B;


 


(b)                                 if
the aggregate amount of Net Insurance/Condemnation Proceeds received (and
reasonably expected to be received) exceeds $1,000,000, so long as no Event of
Default or Potential Event of Default shall have occurred and be continuing,
Administrative Agent, if it received such Net Insurance/Condemnation Proceeds,
shall hold such Net Insurance/Condemnation Proceeds, and Parent shall deliver
any such Net Insurance/Condemnation Proceeds that it or one or more of its
Subsidiaries received to Administrative Agent to be held, in a Collateral
Account pursuant to the terms of the Security Agreement and, so long as Parent
or any of its Subsidiaries proceeds diligently to repair, restore or replace
the assets of Parent or such Subsidiary in respect of which such Net
Insurance/Condemnation Proceeds were received, Administrative Agent shall from
time to time disburse to Parent or such Subsidiary from the Collateral Account,
to the extent of any such Net Insurance/Condemnation Proceeds remaining therein
in respect of the applicable covered loss, amounts necessary to pay the cost of
such repair, restoration or replacement after the receipt by Administrative
Agent of invoices or other documentation reasonably satisfactory to
Administrative Agent relating to the amount of costs so incurred and the work
performed (including, if required by Administrative Agent, lien releases and
architects’ certificates); and


 


(c)                                  if
at any time (1) an Event of Default or Potential Event of Default shall
have occurred and be continuing or (2) Administrative Agent reasonably
determines (A) that Parent or such Subsidiary is not proceeding diligently
with such repair, restoration or replacement, (B) that such repair,
restoration or replacement cannot be completed with the Net
Insurance/Condemnation Proceeds, together with funds otherwise available to
Parent or such Subsidiary for such purpose, or (C) that such repair,
restoration or replacement cannot be completed within 365 days after the
receipt by Parent or such Subsidiary and/or Administrative Agent of such Net
Insurance/Condemnation Proceeds, Administrative Agent, if it holds such Net
Insurance/Condemnation Proceeds, is hereby authorized by Parent and its
Subsidiaries to, and Parent, if it or one of its Subsidiaries holds such Net
Insurance/Condemnation Proceeds, shall, apply such Net Insurance/Condemnation
Proceeds to prepay the Loans (and/or the Revolving Loan Commitment Amount shall
be reduced) as provided in subsection 2.4B and subsection 2.4D.


 


5.5                               Inspection
Rights; Lender Meeting; Stick Value Appraisal.


 


A.                                    Inspection
Rights.  Parent shall, and shall
cause each of its Subsidiaries to, permit the appraiser referred to in subsection 5.5C
and any authorized representatives designated by any Lender to visit and
inspect any of the properties of Parent or of any of its Subsidiaries, to
inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Parent or
such Subsidiary may, if it so chooses, be


 


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present at or participate in
any such discussion), all upon reasonable notice and at such reasonable times
during normal business hours no more frequently than once in each twelve-month
period or at any time or from time to time following the occurrence and during
the continuation of an Event of Default. 
If such financial review is conducted by persons employed by
Administrative Agent, Borrowers shall pay a fee of $850 per day, per analyst,
in connection with each such financial review, in addition to out-of-pocket
expenses as set forth in subsection 10.2.


 


B.                                    Lender
Meeting.  Parent and each of its
Subsidiaries will, upon the request of Administrative Agent or Requisite
Lenders, participate in a meeting of Administrative Agent and Lenders once
during each Fiscal Year to be held at the principal offices of Parent (or at
such other location as may be agreed to by Parent and Administrative Agent) at
such time as may be agreed to by and Administrative Agent.


 


C.                                    Stick
Value Appraisal.  Parent shall, and
shall cause its Subsidiaries to, permit an independent valuation appraiser of
national standing selected by Administrative Agent to conduct a stick valuation
of each Station using methodology consistent with that used in the initial
valuation conducted prior to the Closing Date in connection with the
Acquisitions, whereby the appraiser will assess the fair market value of the
FCC Licenses associated with such Station and the equipment owned by Parent and
its Subsidiaries and used in the operation of the such Station, in each case, on
a stand-alone basis (without taking into account the value of any associated
business operations other than the applicable network affiliation agreements),
to a purchaser that is qualified to hold such FCC Licenses and operate such
Station in a manner that complies with FCC Rules, once in any twelve-month
period or as frequently as requested by Administrative Agent following the
occurrence and during the continuation of an Event of Default, and shall
cooperate with such appraiser as needed or reasonably requested to facilitate
the conduct of such valuation.


 


5.6                               Compliance
with Laws; Compliance with Indenture; Maintenance of FCC Licenses.


 


Parent shall
comply, and shall cause each of its Subsidiaries and all other Persons on or
occupying any Facilities to comply, with the requirements of all applicable
laws, rules, regulations and orders of any Government Authority (including
without limitation the Communications Act and all Environmental Laws),
noncompliance with which could reasonably be expected to result in,
individually or in the aggregate, a Material Adverse Effect.  Each Borrower will at all times perform and
observe all of the terms, covenants and agreements of the Indenture that are
applicable to such Borrower.  Parent
shall obtain and maintain, and cause each of its Subsidiaries to obtain and
maintain in full force and effect, all licenses, permits, franchises or other
Governmental Authorizations and approvals (including all Environmental Laws)
necessary to own, acquire or dispose of their respective properties, to conduct
their respective businesses or to comply with construction, operating and
reporting requirements of the FCC or any other Communications Regulatory
Authority, the violation of which or the failure to obtain or maintain which is
reasonably likely to have a Material Adverse Effect.  Parent shall obtain and maintain, and cause
each of its Subsidiaries to obtain and maintain in full force and effect, each
of the FCC Licenses that is a main station license or a television license.


 


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5.7                               Environmental
Matters.


 


A.                                    Environmental
Disclosure.  Parent will deliver to
Administrative Agent and Lenders:


 


(i)                     Phase
I Reports. 
Within 30 days of the Closing Date, a Phase I environmental assessment
for each of the Facilities which (a) conforms to the ASTM Standard
Practice for Environmental Site Assessments: Phase I Environmental Site
Assessment Process, E 1527, and (b) was conducted or updated on or after
the Closing Date by one or more environmental consulting firms reasonably
satisfactory to Administrative Agent;


 


(ii)                  Environmental
Audits and Reports.  As soon as
practicable following receipt thereof, copies of all other environmental
audits, investigations, analyses and reports of any kind or character, whether
prepared by personnel of Parent or any of its Subsidiaries or by independent
consultants, Government Authorities or any other Persons, with respect to
significant environmental matters at any Facility;


 


(iii)               Notice
of Certain Releases, Remedial Actions, Etc. 
Promptly upon the occurrence thereof, written notice describing in
reasonable detail (a) any Release required to be reported to any
Government Authority under any applicable Environmental Laws, (b) any
remedial action taken by Parent, its Subsidiaries or any other Person in
response to (1) any Hazardous Materials Activities the existence of which
could reasonably be expected to result in one or more Environmental Claims
having, individually or in the aggregate, a Material Adverse Effect, or (2) any
Environmental Claims that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect, and (c) Parent’s or
such Subsidiary’s discovery of any occurrence or condition on any real property
adjoining or in the vicinity of any Facility that could cause such Facility or
any part thereof to be subject to any material restrictions on the ownership,
occupancy, transferability or use thereof under any Environmental Laws;


 


(iv)              Written
Communications Regarding Environmental Claims, Releases, Etc.  As soon as practicable following the sending
or receipt thereof by Parent or any of its Subsidiaries, a copy of any and all
written communications with respect to (a) any Environmental Claims that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, (b) any Release required to be reported to any
Government Authority, and (c) any request for information from any
Government Authority that suggests such Government Authority is investigating
whether Parent or any of its Subsidiaries may be potentially responsible for
any Hazardous Materials Activity; and


 


(v)                 Notice
of Certain Proposed Actions Having Environmental Impact.  Prompt written notice describing in
reasonable detail (a) any proposed acquisition of stock, assets, or
property by Parent or any of its Subsidiaries that could reasonably be expected
to (1) expose Parent or any of its Subsidiaries to, or result in,
Environmental Claims that could reasonably be expected to result in, individually
or in the aggregate,


 


83





















 


a Material Adverse Effect or (2) affect the ability of Parent or
any of its Subsidiaries to maintain in full force and effect all material
Governmental Authorizations required under any Environmental Laws for their
respective operations and (b) any proposed action to be taken by Parent or
any of its Subsidiaries to commence manufacturing or other industrial
operations or to modify current operations in a manner that could reasonably be
expected to subject Parent or any of its Subsidiaries to any additional
obligations or requirements under any Environmental Laws.


 


B.                                    Actions
Regarding Hazardous Materials Activities, Environmental Claims and Violations
of Environmental Laws.


 


(i)                     Remedial
Actions Relating to Hazardous Materials Activities.  Parent and each of its Subsidiaries shall, in
compliance in all material respects with all applicable Environmental Laws,
promptly undertake, and shall cause each of its Subsidiaries promptly to
undertake, any and all investigations, studies, sampling, testing, abatement,
cleanup, removal, remediation or other response actions necessary to remove,
remediate, clean up or abate any Hazardous Materials Activity on, under or
about any Facility that is in violation of any Environmental Laws or that
presents a material risk of giving rise to an Environmental Claim.


 


(ii)                                  Actions
with Respect to Environmental Claims and Violations of Environmental Laws.  Parent shall promptly take, and shall cause
each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure
any violation of applicable Environmental Laws by Parent or its Subsidiaries
and (ii) make an appropriate response to any Environmental Claim against
Parent or any of its Subsidiaries and discharge any obligations it may have to
any Person thereunder.


 


5.8                               Matters
Relating to Additional Real Property Collateral.


 


Within 30 days after the
Closing Date, each Loan Party shall use commercially reasonable efforts to deliver
fully executed and notarized Mortgages, in proper form for recording in all
appropriate places in all applicable jurisdictions, encumbering the interest of
such Loan Party in all Leasehold Properties existing as of the Closing Date,
together with such other documents reasonably required by Administrative Agent
in connection therewith.  From and after
the Closing Date, in the event that Parent or any other Loan Party acquires any
fee interest in real property or any Leasehold Property, in either case excluding
any such Real Property Asset the encumbrancing of which requires the consent of
any applicable lessor or then-existing senior lienholder, where Parent and its
Subsidiaries have attempted in good faith, but are unable, to obtain such
lessor’s or senior lienholder’s consent (any such non-excluded Real Property
Asset described in the foregoing clause being an “Additional
Mortgaged Property”), if requested by Administrative Agent, Parent
or such other Loan Party shall deliver to Administrative Agent, as soon as
practicable after such Person acquires such Additional Mortgaged Property, a
fully executed and notarized Mortgage (an “Additional Mortgage”),
in proper form for recording in all appropriate places in all applicable
jurisdictions, encumbering the interest of such Loan Party in such Additional
Mortgaged Property; and such opinions, appraisal, documents, title insurance,
environmental reports that would have been delivered on


 


84





















 


the
Closing Date if such Additional Mortgaged Property were a Closing Date
Mortgaged Property or that may be reasonably required by Administrative Agent.


 


5.9                               Deposit
Accounts and Cash Management Systems.


 


Parent shall,
and shall cause each of its Subsidiaries to, use and maintain its Deposit
Accounts and cash management systems in a manner reasonably satisfactory to
Administrative Agent.  Within 60 days
after the Closing Date, Parent and its Subsidiaries shall have (i) executed
and delivered to Administrative Agent Control Agreements, and (ii) taken
all other steps necessary or, in the opinion of Administrative Agent, desirable
to ensure that Administrative Agent has a perfected security interest in each
Deposit Account; provided that, if Parent or such Subsidiary is unable
to obtain a Control Agreement from the financial institution at which a Deposit
Account is maintained, Parent shall, or shall cause such Subsidiary to,
transfer all amounts in the applicable account to an account maintained at a
financial institution for which Parent or such Subsidiary has obtained a
Control Agreement.


 


5.10                        Sale
of Stations Following Decrease in Stick Value.


 


If at any time
the Consolidated Loan to Stick Value Ratio is equal to or greater than 70% on the last day of each of three or more consecutive Fiscal Quarters, Administrative Agent at the request of Lenders holding more than 50% of the
aggregate Revolving Loan Exposure and Tranche B Term Loan Exposure shall
deliver a notice to the Parent, directing one or more of the Borrowers to sell
the Station(s) belonging to such Borrower or Borrowers.  Upon receipt of such notice, Parent shall
cause the Borrower or Borrowers specified in such notice to enter into a
definitive agreement to sell such Station(s) within 120 days after receipt of such notice (or
within such longer period as may be agreed in writing by Administrative Agent
and Requisite Lenders).  For the
avoidance of doubt, all sales required under this subsection 5.10 shall
constitute Asset Sales.


 


5.11                        Minimum
Cash Balance.


 


From and after
the Closing Date, Parent and its Subsidiaries shall at all times have Cash in
an aggregate amount owned by Parent and its Subsidiaries of not less than
$250,000 plus the aggregate amount of all Capital Expenditure Reserves
held pursuant to clause (ii) of subsection 5.12 (which reserve amount
shall be net of the aggregate amount of all Consolidated Capital Expenditures
paid in Cash).


 


5.12                        Capital
Expenditure Reserve.


 


From and after
the Closing Date, Parent and its Subsidiaries shall establish in each calendar
month Capital Expenditure Reserves in accordance with the definition thereof; provided
that (i) not less than 50% of the amount so reserved in any month shall be
applied to prepay outstanding Revolving Loans, and (ii) the remainder of
such Capital Expenditure Reserves shall be held or received and held by the
Borrowers pursuant to subsection 5.4(c)(ii)A at all times in Deposit
Accounts that are subject to Control Agreements in favor of Administrative
Agent and shall not be applied to any purpose other than expenditures that
would be included in conformity with GAAP as additions to property, plant or
equipment or comparable items in the financial statements of Parent and its
Subsidiaries.  All Consolidated Capital
Expenditures permitted to be


 


85





















 


made pursuant to the terms of
this Agreement shall be paid first from accumulated Capital Expenditure
Reserves, to the full extent thereof, and then may be paid from Cash of the
Parent or its Subsidiaries.


 


Section 6.                                          NEGATIVE
COVENANTS OF PARENT AND EACH BORROWER


 


Parent and
each Borrower covenant and agree that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations (other than Unasserted Obligations), unless Requisite
Lenders shall otherwise give prior written consent, Parent and each Borrower
shall perform, and shall cause each of their respective Subsidiaries to
perform, all covenants in this Section 6. 
Notwithstanding anything to the contrary in this Section 6, no
Borrower shall, except to the extent that it would be permitted under the terms
of the Indenture, directly or indirectly: (i) create, incur, assume or
otherwise become liable with respect to any Indebtedness, (ii) create incur,
assume or permit to exist any Lien on or with respect to any of its property, (iii) make
or own any Investment in any Person, (iv) create or become liable with
respect to any Contingent Obligation, (v) declare, order,  pay, make or set aside any sum for any
Restricted Payment or (vi) enter into any transaction with an Affiliate.


 


6.1                               Indebtedness.


 


Parent shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or guaranty, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:


 


(i)                     Parent
and each Borrower may become and remain liable with respect to the Obligations,
including Deferred Interest;


 


(ii)                  Parent
and the Station Borrowers may become and remain liable with respect to
Indebtedness secured by Liens permitted under subsection 6.2(iv);


 


(iii)               Parent
and the Station Borrowers may become and remain liable with respect to
Contingent Obligations permitted by subsection 6.4 and, upon any matured
obligations actually arising pursuant thereto, the Indebtedness corresponding
to the Contingent Obligations so extinguished;


 


(iv)              Parent
and the Station Borrowers may become and remain liable with respect to
Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently (except in the case of
daylight overdrafts) drawn against insufficient funds in the ordinary course of
business; provided, however, that such Indebtedness is extinguished within two
Business Days of incurrence;


 


(v)                 Parent
and the Station Borrowers may become and remain liable in respect of deferred
payments in connection with programming agreements;


 


86





















 


(vi)              Parent
and its Subsidiaries may become and remain liable in respect of Indebtedness to
refinance the Tranche A Term Loans if (a) the Tranche A Term Loans are
repaid from a draw on the Tranche A Letter of Credit pursuant to the conditions
set forth in clauses (ii), (iii) or (iv) of the definition of Draw
Conditions, (b) such Indebtedness is not secured by any of the assets of
the Loan Parties, bears interest at a rate that is not higher than the interest
rate applicable to the Tranche A Term Loans at the time of such repayment, has
a maturity date not earlier than the Tranche B Maturity Date and the Revolving
Loan Commitment Termination Date, and contains only such covenants and events
of default that are less restrictive than those provided in this Agreement, (c) such
Indebtedness is backed by a letter of credit or other credit support that is at
least as protective of the Loan Parties as the Tranche A Letter of Credit is in
respect of the Tranche A Term Loans hereunder or is otherwise acceptable to
Requisite Lenders, and (d) the proceeds of all such Indebtedness are
applied to repay all reimbursement obligations owing to the account party for
the Tranche A Letter of Credit; and


 


(vii)           Parent
and its Subsidiaries may become and remain liable with respect to additional
Indebtedness in an aggregate principal amount not to exceed $500,000.


 


6.2                               Liens
and Related Matters.


 


A.                                    Prohibition
on Liens.  Parent shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or permit to exist any Lien on or with respect to any property or
asset of any kind (including any document or instrument in respect of goods or
accounts receivable) of Parent or any of its Subsidiaries, whether now owned or
hereafter acquired, or any income or profits therefrom, or file or permit the
filing of, or permit to remain in effect, any financing statement or other
similar notice of any Lien with respect to any such property, asset, income or
profits under the UCC or under any similar recording or notice statute, except:


 


(i)                     Liens
granted pursuant to the Collateral Documents;


 


(ii)                  Permitted
Encumbrances;


 


(iii)               existing Liens described in Schedule 6.2 annexed
hereto; and


 


(iv)              Liens
on any asset existing at the time of acquisition of such asset by Parent or any
of the Station Borrowers, or Liens to secure the payment of all or any part of
the purchase price of an asset upon the acquisition of such asset by Parent or
any of the Station Borrowers or to secure any Indebtedness permitted hereby
incurred by Parent or any of the Station Borrowers at the time of or within
ninety days after the acquisition of such asset, which Indebtedness is incurred
for the purpose of financing all or any part of the purchase price thereof; provided,
however, that the Lien shall apply only to the asset so acquired and
proceeds thereof; and provided  further, that all such Liens do
not in the aggregate secure Indebtedness in excess of $250,000 at any time.


 


87





















 


For the
avoidance of doubt, each of the Loan Parties is hereby prohibited from
providing Liens to secure the Indebtedness of Granite under the Indenture or
for any other Indebtedness of Granite and its Subsidiaries.


 


B.                                    Equitable
Lien in Favor of Lenders.  If Parent
or any of its Subsidiaries shall create or assume any Lien upon any of its
properties or assets, whether now owned or hereafter acquired, other than Liens
excepted by the provisions of subsection 6.2A, it shall make or cause to
be made effective provision whereby the Obligations will be secured by such
Lien equally and ratably with any and all other Indebtedness secured thereby as
long as any such Indebtedness shall be so secured; provided that,
notwithstanding the foregoing, this covenant shall not be construed as a
consent by Requisite Lenders to the creation or assumption of any such Lien not
permitted by the provisions of subsection 6.2A.


 


C.                                    No
Further Negative Pledges.  Neither
Parent nor any of its Subsidiaries shall enter into any agreement prohibiting
the creation or assumption of any Lien upon any of its properties or assets,
whether now owned or hereafter acquired; provided that, Parent and the
Station Borrowers may enter into (i) an agreement prohibiting only the
creation of Liens securing subordinated indebtedness, (ii) any agreement
evidencing Indebtedness secured by Liens permitted by subsection 6.2A(ii),
as to the assets securing such Indebtedness, (iii) any agreement
evidencing an asset sale, as to the assets being sold, and (iv) customary
non-assignment provisions of any contract or any lease governing a leasehold
interest as set forth in the Granite Guaranty.


 


D.                                    No
Restrictions on Subsidiary Distributions to Parent or Subsidiaries.  Parent will not, and will not permit any of
its Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary’s Capital Stock owned by Parent or any
other Subsidiary of Parent, (ii) repay or prepay any Indebtedness owed by
such Subsidiary to Parent or any other Subsidiary of Parent, (iii) make
loans or advances to Parent or any other Subsidiary of Parent, or (iv) transfer
any of its property or assets to Parent or any other Subsidiary of Parent,
except that Parent and the Station Borrowers may engage in the foregoing
actions (a) as provided in this Agreement or the Indenture and (b), as to
transfers of assets, as may be provided in an agreement with respect to a sale
of such assets.


 


6.3                               Investments;
Acquisitions.


 


Parent shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
make or own any Investment in any Person, including any Joint Venture, or
acquire, by purchase or otherwise, all or substantially all the business,
property or fixed assets of, or Capital Stock of any Person, or any division or
line of business of any Person except:


 


(i)                     subject to subsection 6.11A, Parent and the Station
Borrowers may make and own Investments in Cash;


 


(ii)                  (a) the
Acquisitions may occur on the Closing Date in accordance with the terms and
conditions of the Acquisition Agreements; and (b) Parent and the Station


 


88





















 


Borrowers may continue to own the equity Investments in any
Subsidiaries of Parent owned by them as of the Closing Date and described in Schedule 4.1
annexed hereto (as in effect on the Closing Date);


 


(iii)               Parent
and the Station Borrowers may make Consolidated Capital Expenditures permitted
by subsection 6.8, to the extent permitted by the Indenture;


 


(iv)              Parent
and the Station Borrowers may make advances to employees, directors and
officers of the Parent and the Station Borrowers in the ordinary course of
business for bona fide business purposes, including, without limitation,
advances to employees for moving, entertainment and travel expenses, drawing
accounts and similar expenditures in the ordinary course of business, not in
excess of $25,000 at any one time outstanding after the Closing Date;


 


(v)                 Parent
and the Station Borrowers may make Investments in securities of trade creditors
or customers received pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of such trade creditors or
customers or in good faith settlement of delinquent obligations of such trade
creditors or customers or upon the foreclosure, perfection or enforcement of
any Lien in favor of the Parent or any of the Station Borrowers;


 


(vi)              Parent
and the Station Borrowers may make Investments in prepayment of taxes and
insurance prepayments made in the ordinary course of business; and


 


(vii)           Parent
and the Station Borrowers may make and own additional Investments in an
aggregate amount not to exceed at any time $250,000 to the extent permitted by
the Indenture.


 


6.4                               Contingent
Obligations.


 


Parent shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
create or become or remain liable with respect to any Contingent Obligation,
except:


 


(i)                     Parent
and the Station Borrowers may become and remain liable with respect to
additional Contingent Obligations under Hedge Agreements, not entered into for
speculative purposes, with respect to Indebtedness in respect of the
Obligations hereunder in an aggregate notional principal amount not to exceed
at any time $25,000,000; and


 


(ii)                  Parent
and the Station Borrowers may become and remain liable with respect to
additional Contingent Obligations; provided that the maximum aggregate
liability, contingent or otherwise, of Parent and the Station Borrowers in
respect of all Contingent Obligations permitted under this clause (ii) shall
at no time exceed $250,000.


 


For the avoidance of doubt, each of the Loan Parties is hereby
prohibited from providing a guaranty for the Indebtedness of Granite under the
Indenture or for any other Indebtedness of Granite and its Subsidiaries.


 


89





















 


6.5                               Restricted
Junior Payments.


 


Parent shall
not, and shall not permit any of its Subsidiaries to, directly or indirectly,
declare, order, pay, make or set apart any sum for any Restricted Junior
Payment; provided that, the Station Borrowers may make Restricted Junior
Payments to Parent as
contemplated under the Duluth Management Services Agreement and the Fort Wayne
Management Services Agreement.


 


6.6                               Financial
Covenants.


 


A.                                    Minimum
Interest Coverage Ratio.  Parent
shall not permit the ratio of (i) Consolidated Available Cash Flow to (ii) Consolidated
Interest Expense for any four-Fiscal Quarter period ending during any of the
periods set forth below to be less than the correlative ratio indicated; provided
that for purposes of calculating such ratio prior to the end of the first
Fiscal Quarter of Fiscal Year 2006, Consolidated Available Cash Flow and
Consolidated Interest Expense shall be Annualized:


 


	
  Period

  	
   

  	
  Minimum Interest

  Coverage Ratio

  	
   

  
	
  Second Fiscal Quarter, Fiscal Year 2005

  	
   

  	
  2.00:1.00

  	
   

  
	
  Third Fiscal Quarter, Fiscal Year 2005

  	
   

  	
  2.00:1.00

  	
   

  
	
  Fourth Fiscal Quarter, Fiscal Year 2005

  	
   

  	
  2.00:1.00

  	
   

  
	
  First Fiscal Quarter, Fiscal Year 2006

  	
   

  	
  2.00:1.00

  	
   

  
	
  Second Fiscal Quarter, Fiscal Year 2006

  	
   

  	
  2.10:1.00

  	
   

  
	
  Third Fiscal Quarter, Fiscal Year 2006

  	
   

  	
  2.25:1.00

  	
   

  
	
  Fourth Fiscal Quarter, Fiscal Year 2006

  	
   

  	
  2.25:1.00

  	
   

  
	
  First Fiscal Quarter, Fiscal Year 2007

  	
   

  	
  2.25:1.00

  	
   

  
	
  Second Fiscal Quarter, Fiscal Year 2007

  	
   

  	
  2.25:1.00

  	
   

  
	
  Third Fiscal Quarter, Fiscal Year 2007

  	
   

  	
  2.25:1.00

  	
   

  
	
  Fourth Fiscal Quarter, Fiscal Year 2007

  	
   

  	
  2.50:1.00

  	
   

  
	
  First Fiscal Quarter, Fiscal Year 2008

  	
   

  	
  2.60:1.00

  	
   

  
	
  Second Fiscal Quarter, Fiscal Year 2008

  	
   

  	
  2.75:1.00

  	
   

  
	
  Third Fiscal Quarter, Fiscal Year 2008

  	
   

  	
  2.85:1.00

  	
   

  
	
  Fourth Fiscal Quarter, Fiscal Year 2008

  	
   

  	
  3.00:1.00

  	
   

  
	
  First Fiscal Quarter, Fiscal Year 2009 and thereafter

  	
   

  	
  3.20:1.00

  	
   

  



 


B.                                    Minimum
Consolidated Available Cash Flow. 
Parent shall not permit Consolidated Available Cash Flow for any
four-Fiscal Quarter period ending during any of the periods set forth below to
be less than the correlative amount indicated; provided that prior to
the end of the first Fiscal Quarter of Fiscal Year 2006, Consolidated Available
Cash Flow shall be Annualized:


 


90





















 


	
  Period

  	
   

  	
  Minimum Consolidated

  Available Cash Flow

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  $

  	
  9,700,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  $

  	
  9,100,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  $

  	
  9,400,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  9,400,000

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  9,800,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  10,100,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  10,600,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  10,600,000

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  10,600,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  10,600,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  10,600,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  11,000,000

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  11,400,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  11,800,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  12,250,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2009 and thereafter

  	
   

  	
  $

  	
  11,750,000

  	
   

  



 


C.                                    Maximum
Net Leverage Ratio.  Parent shall not
permit the Consolidated Net Leverage Ratio as of the last day of the most
recently ended Fiscal Quarter ending during any of the periods set forth below
to exceed the correlative ratio indicated; provided that for purposes of
calculating such ratio prior to the end of the first Fiscal Quarter of Fiscal
Year 2006, Consolidated Available Cash Flow shall be Annualized:


 


	
  Period

  	
   

  	
  Maximum Net Leverage Ratio

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  3.15:1.00

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  3.40:1.00

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  3.30:1.00

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  3.30:1.00

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  3.15:1.00

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  3.00:1.00

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  2.90:1.00

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  2.85:1.00

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  2.85:1.00

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  2.85:1.00

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  2.80:1.00

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  2.65:1.00

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  2.50:1.00

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  2.40:1.00

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  2.30:1.00

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2009 and thereafter

  	
   

  	
  2.20:1.00

  	
   

  



 


91





















 


D.                                    Minimum
Consolidated Net Revenue.  Parent
shall not permit Consolidated Net Revenue for any period set forth below to be
less than the correlative amount indicated; provided that prior to the
end of the first Fiscal Quarter of Fiscal Year 2006, Consolidated Net Revenue
shall be Annualized:


 


	
  Period

  	
   

  	
  Minimum

  Consolidated Net Revenue

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  $

  	
  11,200,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2005

  	
   

  	
  $

  	
  10,600,000

  	
   

  
	
  Fourth Fiscal Quarter,
  Fiscal Year 2005

  	
   

  	
  $

  	
  10,900,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  10,900,000

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  11,300,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  11,750,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2006

  	
   

  	
  $

  	
  12,200,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  12,200,000

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  12,200,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  12,200,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2007

  	
   

  	
  $

  	
  12,200,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  12,600,000

  	
   

  
	
  Second Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  13,000,000

  	
   

  
	
  Third Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  13,400,000

  	
   

  
	
  Fourth Fiscal
  Quarter, Fiscal Year 2008

  	
   

  	
  $

  	
  13,900,000

  	
   

  
	
  First Fiscal
  Quarter, Fiscal Year 2009 and thereafter

  	
   

  	
  $

  	
  13,300,000

  	
   

  



 


6.7                               Restriction
on Fundamental Changes; Asset Sales.


 


Parent shall not, and shall not permit any of its
Subsidiaries to, alter the corporate, capital or legal structure of Parent or
any of its Subsidiaries, form, create or acquire any new Subsidiary after the
date of this Agreement, or enter into any transaction of merger or
consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, property or assets (including


 


92





















 


its notes or receivables and
Capital Stock of a Subsidiary, whether newly issued or outstanding), whether
now owned or hereafter acquired, except:


 


(i)                     Parent and the
Station Borrowers may sell or otherwise dispose of assets in transactions that
do not constitute Asset Sales; provided that the consideration received
for such assets shall be in an amount at least equal to the fair market value
thereof;


 


(ii)                  Parent and the
Station Borrowers may dispose of obsolete, worn out or surplus property in the
ordinary course of business;


 


(iii)               Parent and the
Station Borrowers may make Asset Sales required under subsection 5.11,; provided
that (a) the consideration received for such assets shall be in an amount
at least equal to the fair market value thereof; (b) the sole
consideration received shall be cash (except for any assumption of liabilities
by the purchaser of such assets; provided the aggregate value of all such
non-cash consideration does not exceed 10% of the total consideration received
in such Asset Sale); (c) no Potential Event of Default or Event of Default
shall have occurred or be continuing at the time such Asset Sale occurs or after
giving effect thereto (except in the case of Asset Sales required under subsection 5.11);
and (d) the proceeds of such Asset Sales shall be applied as required by
subsection 2.4B(iii)(a) or subsection 2.4D; and


 


(iv)              the
Acquisitions may occur on the Closing Date in accordance with the terms and
conditions of the Acquisition Agreements.


 


6.8                               Consolidated
Capital Expenditures.


 


Parent shall not (i) permit the Duluth Licensee
or Fort Wayne Licensee to make or incur any Consolidated Capital Expenditures,
and (ii) make or incur, and shall not permit the Station Borrowers to make
or incur, Consolidated Capital Expenditures in any Fiscal Year indicated below
in an aggregate amount in excess of the corresponding amount set forth below
opposite such Fiscal Year (the “Maximum Consolidated
Capital Expenditures Amount”); provided that the Maximum Consolidated
Capital Expenditures Amount for any Fiscal Year, if the Maximum Consolidated
Capital Expenditures Amount for the previous Fiscal Year exceeds the actual
amount of Consolidated Capital Expenditures for such previous Fiscal Year
(without including any Consolidated Capital Expenditures made pursuant to this
proviso) (the amount of such excess being the “Carryover
Amount”), then the Station Borrowers may make or incur additional
Consolidated Capital Expenditures on or before June 30 of such year, in an
amount not to exceed the Carryover Amount:


 


93





















 




	
  Fiscal Year

  	
   

  	
  Maximum Consolidated

  Capital Expenditures

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2005

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2006

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  $

  	
  250,000

  	
   

  






 


; provided  further
that, in addition to the amounts set forth above, Station Borrowers may make
and incur other
Consolidated Capital Expenditures not paid in cash but for which the
consideration is in the form of a “trade” or “barter” for advertising time, but
only to the extent that the aggregate cumulative fair market value of such
consideration does not exceed $25,000 in any Fiscal Year for each Station
Borrower.


 


6.9                               Transactions
with Shareholders and Affiliates.


 


Parent shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property or
the rendering of any service, and including, without limitation, any
transaction otherwise permitted under subsection 6.1, 6.3, or any other
provision of this Agreement) with any holder of 5% or more of any class of
equity Securities of Parent or with any Affiliate of Parent or of any such
holder or with Granite or any holder of 5% or more of any class of equity
Securities of Granite, (A) in the case of any agreement or arrangement
pursuant to which any Loan Party is obligated to pay any amounts to Granite or any of its Affiliates,
without the prior written consent of Administrative Agent and Requisite
Lenders, and (B) in all other cases, on terms that are less favorable to Parent
or that Subsidiary, as the case may be, than those that might be obtained at
the time from Persons who are not such a holder or Affiliate; provided
that the foregoing restriction shall not apply to:


 


(i)                     payments under the Duluth Management Services Agreement and
the Fort Wayne Management Services Agreement;


 


(ii)                  any transaction between Parent and the Station Borrowers,


 


(iii)               reasonable
and customary fees paid to members of the Governing Bodies of Parent and its
Subsidiaries, and


 


(iv)              so
long as no Event of Default or Potential Event of Default shall have occurred
and be continuing or shall be caused thereby, payment of fees to, and
reimbursement of expenses of, Granite as provided under the terms of the
Granite Guaranty, and the Station Agreements, in each case as in existence on
the Closing Date.


 


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6.10                        Sales
and Lease-Backs.


 


Parent shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, become or remain liable as lessee or
as a guarantor or other surety with respect to any lease, whether an Operating
Lease or a Capital Lease, of any property (whether real, personal or mixed),
whether now owned or hereafter acquired, (i) that Parent or any of its
Subsidiaries has sold or transferred or is to sell or transfer to any other
Person (other than Parent or any of its Subsidiaries) or (ii) that Parent
or any of its Subsidiaries intends to use for substantially the same purpose as
any other property that has been or is to be sold or transferred by Parent or
any of its Subsidiaries to any Person (other than Parent or any of its
Subsidiaries) in connection with such lease.


 


6.11                        Conduct
of Business.


 


A.                                    Parent
shall not (i) engage in any business other than entering into and
performing its obligations under and in accordance with the Loan Documents and
the Station Agreements to which it is a party or (ii) own any assets other
than (a) the capital stock of the Borrowers and (b) Cash in an amount
not to exceed $50,000 at any one time for the purpose of paying general
operating expenses of Parent or (iii) have any Indebtedness or other
liability other than its obligations under the Parent Guaranty and any
guarantees of the obligations of the Station Borrowers under their respective
programming agreements.


 


B.                                    From
and after the Closing Date, Borrowers and each of their respective Subsidiaries
shall not engage in any business other than (i) the businesses engaged in
by such Persons on the Closing Date and (ii) such other lines of business
as may be consented to by Requisite Lenders.


 


C.                                    Each
of the Duluth Licensee and Fort Wayne Licensee shall not engage in any business
other than the ownership of FCC Licenses for its respective Station,
performance of its obligations under any of the Loan Documents to which it is a
party, and activities incidental thereto.


 


6.12                        Amendments
or Waivers of Certain Agreements.


 


A.                                    Neither
Parent nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under, any Acquisition Agreement after the
Closing Date that adversely affects the rights or interests of the Lenders
without in each case obtaining the prior written consent of Requisite Lenders
to such amendment or waiver.  Neither
Parent nor any of its Subsidiaries will assign or consent to the assignment of
any Acquisition Agreement by any other party thereto, or of any of its material
rights thereunder, without in each case obtaining the prior written consent of Requisite
Lenders.


 


B.                                    Neither
Parent nor any of its Subsidiaries will agree to any material amendment to, or
waive any of its material rights under, any Station Agreement after the Closing
Date that adversely affects the rights or interests of the Lenders without in
each case obtaining the prior written consent of Requisite Lenders to such
amendment or waiver; provided, however, that no such consent
shall be required if any such amendment or waiver does not have an adverse
effect on Lenders.  Neither Parent nor
any of its Subsidiaries will assign or consent to the


 


95





















 


assignment of any Station
Agreement by Granite or any other party thereto, or of any of its material
rights thereunder, without in each case obtaining the prior written consent of
Requisite Lenders.


 


C.                                    Neither
Parent nor any of its Subsidiaries will permit or suffer any of the following
change of control events with respect to Granite without obtaining the prior
written consent of Requisite Lenders:


 


(i)                     any “person”
or “group” of related “persons” as defined in Rules 13d-3 and 13d-5 under
the Exchange Act (other than the Permitted Holders (as defined in the Indenture)
and any entity formed solely for the purpose of owning Capital Stock of
Granite) shall become the owner, directly or indirectly, beneficially or of
record, of shares representing more than 50% of the aggregate ordinary voting
power represented by the issued and outstanding Capital Stock of Granite, or


 


(ii)                  the occurrence
of any “Change of Control” as defined in the Indenture or any other similar
document governing Indebtedness of Granite, in each case as amended, modified,
restated or supplemented through the Closing Date and from time to time
thereafter to the extent permitted by the Loan Documents. As used herein, the references
to “beneficially own” or “beneficial ownership” shall have the meaning set
forth in the Exchange Act and the rules and regulations promulgated
thereunder.


 


6.13                        Fiscal Year.


 


Neither Parent nor any of its Subsidiaries shall
change its Fiscal Year-end from December 31.


 


6.14                        Payment
of Granite Actual Incremental Expenses.


 


Payments made to Granite in any period for Granite
Actual Incremental Station Expenses, pursuant to the Duluth Shared Services
Agreement, the Fort Wayne Shared Services Agreement, the Duluth Advertising
Representation Agreement and the Fort Wayne Advertising Representation
Agreement (i) shall not exceed Consolidated Free Cash Flow for such
period, and (ii) shall only be paid to the extent there is Consolidated
Free Cash Flow remaining after payment in full of all amounts set forth in
clause (ii) of the definition of Consolidated Free Cash Flow.


 


Section 7.                                          EVENTS
OF DEFAULT


 


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


 


7.1                               Failure
to Make Payments When Due.


 


(i)                     Failure by any
Borrower to pay any installment of principal of any Loan when due, whether at
stated maturity, by acceleration, by notice of voluntary prepayment, by
mandatory prepayment or otherwise; or


 


96





















 


(ii)                  Failure by any
Borrower to pay any interest on any Loan or any fee or any other amount due
under this Agreement within five days after the date due; or


 


7.2                               Default in Other Agreements.


 


(i)                     Failure of
Parent or any of its Subsidiaries to pay any installment of principal of or
interest on or any other amount payable in respect of one or more items of
Indebtedness (other than Indebtedness referred to in subsection 7.1) or
Contingent Obligations in an individual principal amount of $500,000 or more or
with an aggregate principal amount of $500,000 or more, in each case beyond the
end of any grace period provided therefor; or


 


(ii)                  breach or
default by Parent or any of its Subsidiaries with respect to any other material
term of one or more items of Indebtedness or Contingent Obligations to which
they are a party in the individual or aggregate principal amounts referred to
in clause (A) above or any loan agreement, mortgage, indenture
or other agreement relating to such item(s) of Indebtedness or Contingent
Obligation(s), if the effect of any such breach or default is to cause, or to
permit the holder or holders of such Indebtedness, Contingent Obligation(s) or
notes (or a trustee on behalf of such holder or holders) to cause, such Indebtedness,
Contingent Obligation(s) or notes to become or be declared due and payable
prior to its stated maturity or the stated maturity of any underlying
obligation, as the case may be (upon the giving or receiving of notice, lapse
of time, both, or otherwise);


 


(iii)               breach or default by
any party thereto of any of the terms of the Indenture, if the effect of any
such breach or default is to cause, or to permit the holder or holders of the
related Indebtedness or notes (or a trustee on behalf of such holder or holders)
to cause, such Indebtedness or notes to become or be declared due and payable
prior to its stated maturity; or


 


(iv)              material breach or
default by any party thereto of any of the terms of any Station Agreement, or the
occurrence of any other event or circumstance that would permit a party to any
Station Agreement to seek remedies thereunder or to terminate such Station
Agreement; provided such breach, default or other event or circumstance
has not been cured or waived pursuant to the terms of such Station Agreement.


 


7.3                               Breach
of Certain Covenants.


 


(i) Failure of Parent or any of its Subsidiaries to
perform or comply with any term or condition contained in subsection 2.5, 5.2
or in Section 6 of this Agreement, or (ii) failure of Granite to perform
or comply with any term or condition contained in the Granite Guaranty; or


 


7.4                               Breach
of Warranty.


 


Any representation, warranty, certification or other
statement made by Parent or any of its Subsidiaries in any Loan Document or in
any statement or certificate at any time given


 


97





















 


by Parent or any of its Subsidiaries in writing pursuant hereto or
thereto or in connection herewith or therewith shall be false in any material
respect on the date as of which made; or


 


7.5                               Other
Defaults Under Loan Documents.


 


Any Loan Party shall default in the performance of or
compliance with any term contained in this Agreement or any of the other Loan
Documents, other than any such term referred to in any other subsection of
this Section 7, and such default shall not have been remedied or waived
within 30 days after the earlier of (i) an Officer of Parent or any of its
Subsidiaries or such Loan Party becoming aware of such default or (ii) receipt
by Parent or any of its Subsidiaries of notice from Administrative Agent or any
Lender of such default; or


 


7.6                               Involuntary
Bankruptcy; Appointment of Receiver, etc..


 


(i)                     A court
having jurisdiction in the premises shall enter a decree or order for relief in
respect of Parent or any of its Subsidiaries in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state
law; or


 


(ii)                  an involuntary case
shall be commenced against Parent or any of its Subsidiaries under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over Parent
or any of its Subsidiaries, or over all or a substantial part of its property,
shall have been entered; or there shall have occurred the involuntary
appointment of an interim receiver, trustee or other custodian of Parent or any
of its Subsidiaries for all or a substantial part of its property; or a warrant
of attachment, execution or similar process shall have been issued against any
substantial part of the property of Parent or any of its Subsidiaries, and any
such event described in this clause (ii) shall continue for 60 days
unless dismissed, bonded or discharged; or


 


7.7                               Voluntary
Bankruptcy; Appointment of Receiver, etc..


 


(i)                     Parent or any
of its Subsidiaries shall have an order for relief entered with respect to it
or commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property; or Parent
or any of its Subsidiaries shall make any assignment for the benefit of
creditors; or


 


(ii)                  Parent or any of
its Subsidiaries shall be unable, or shall fail generally, or shall admit in
writing its inability, to pay its debts as such debts become due; or the
Governing Body of Parent or any of its Subsidiaries (or any committee thereof)
shall


 


98





















 


adopt any resolution or
otherwise authorize any action to approve any of the actions referred to in clause (i) above
or this clause (ii) or in subsection 7.6; or


 


7.8                               Judgments
and Attachments.


 


Any money judgment, writ or warrant of attachment or
similar process involving (i) in any individual case an amount in excess
of $500,000 or (ii) in the aggregate at any time an amount in excess of
$500,000, in either case to the extent not adequately covered by insurance as
to which a solvent and unaffiliated insurance company has acknowledged coverage,
shall be entered or filed against Parent or any of its Subsidiaries or any of
their respective assets and shall remain undischarged, unvacated, unbonded or
unstayed for a period of 60 days (or in any event later than five days prior to
the date of any proposed sale thereunder); or


 


7.9                               Dissolution.


 


Any order, judgment or decree shall be entered against
Parent or any of its Subsidiaries decreeing the dissolution or split up of Parent
or that Subsidiary and such order shall remain undischarged or unstayed for a
period in excess of 30 days; or


 


7.10                        Employee
Benefit Plans.


 


There shall occur one or more ERISA Events that
individually or in the aggregate result in or might reasonably be expected to
result in liability of Parent, any of its Subsidiaries or any of their
respective ERISA Affiliates in excess of $500,000 during the term of this
Agreement; or there shall exist an amount of unfunded benefit liabilities (as
defined in Section 4001(a)(18) of ERISA), individually or in the aggregate
for all Pension Plans (excluding for purposes of such computation any Pension
Plans with respect to which assets exceed benefit liabilities), which exceeds
$500,000; or


 


7.11                        Change in Control.


 


A Change in Control shall have occurred; or


 


7.12                        Invalidity
of Loan Documents; Failure of Security; Repudiation of Obligations.


 


At any time after the execution and delivery thereof, (i) any
Loan Document or any provision thereof, for any reason other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be
null and void, (ii) Administrative Agent shall not have or shall cease to
have a valid and perfected First Priority Lien in any Collateral purported to
be covered by the Collateral Documents, in each case for any reason other than
the failure of Administrative Agent or any Lender to take any action within its
control, (iii) any Loan Party shall contest the validity or enforceability
of any Loan Document or any provision thereof in writing or deny in writing
that it has any further liability, including with respect to future advances by
Lenders, under any Loan Document or any provision thereof to which it is a
party, or (iv) the Tranche A Letter of Credit shall, for any reason, cease
to be in full force and effect (unless drawn upon by Tranche A Paying Agent at
the instruction of Lenders holding more than 50% of the Tranche A Term Loan


 


99





















 


Exposure) or shall cease to meet the definition thereof provided for
herein in any manner which could reasonably be expected to result in the Tranche
A Paying Agent being unable to draw thereon in an amount equal to 101% of the aggregate
principal amount of the Tranche A Term Loans then outstanding plus interest
thereon for a one calendar quarter period; or


 


7.13                        Failure
to Consummate Acquisitions; Effect of Subsequent FCC Action.


 


Either of the Acquisitions shall not be consummated in
accordance with this Agreement and the applicable Acquisition Agreements concurrently
with, or in connection with the Fort Wayne Acquisition, on or before the making
of the initial Loans, or either of the Acquisitions shall be unwound, reversed
or otherwise rescinded in whole or in part for any reason.  For the avoidance of doubt, a decision by the FCC to grant the Duluth Application
for Review (including, without limitation, any decision to reverse the FCC
consent or to designate any issues related thereto for a hearing) shall constitute
the unwinding, reversal or rescission of the Acquisitions; provided, however,
that no such Event of Default shall be deemed to have occurred if (i) the
FCC permits Parent, the Subsidiaries and Granite to amend the Station
Agreements and Parent, the Subsidiaries and Granite amend such agreements in a
manner which complies with this Agreement, the Indenture and all applicable FCC
requirements (and so that the transactions contemplated thereby comply with all
requirements of the Indenture and applicable FCC requirements) in each case,
without limiting and subject to subsection 6.12, to the reasonable
satisfaction of each Lender by any deadline established by the FCC with respect
thereto (together with any extensions to such deadline permitted by the FCC) or
(ii) without limiting and subject to subsection 6.7, Parent shall
have consummated the sale of any Station if such sale is required by such FCC
decision and such sale is consummated by any deadline established by the FCC
with respect thereto (together with any extensions to such deadline permitted
by the FCC).


 


7.14                        FCC
Licenses.


 


Any FCC License owned or held by Parent or any of its
Subsidiaries or any other FCC License required for the lawful ownership, lease,
control, use, operation, management or maintenance of any broadcast station or
other broadcasting property of Parent or any of its Subsidiaries shall be
cancelled, terminated, rescinded, revoked, suspended, impaired, otherwise
finally denied renewal, or otherwise modified in any material adverse respect,
or shall be renewed on terms that materially and adversely affect the economic
or commercial value or usefulness thereof, the result of which would have a
Material Adverse Effect; or any such FCC License, the loss of which would have
a Material Adverse Effect, shall no longer be in full force and effect; or the
grant of any such FCC License, the loss of which would have a Material Adverse
Effect, shall have been stayed, vacated or reversed, or modified in any
material adverse respect, by judicial or administrative proceedings; or any
administrative law judge of the FCC shall have issued an initial decision in
any non-comparative license renewal, license revocation or any comparative
(multiple applicant) proceeding to the effect that any such FCC License, the
loss of which would have a Material Adverse Effect, should be revoked or not be
renewed; or any other proceeding shall have been instituted by or shall have
been commenced before any court, the FCC or any other regulatory body that more
likely than not will result in such cancellation, termination, rescission,
revocation, impairment or suspension of any such FCC License or result in such
modification of any such FCC License that could reasonably be


 


100





















 


expected to have a Material Adverse Effect; or Parent or any of its
Subsidiaries shall no longer be the holder of the FCC License constituting a
main station license or television translator license for each of the Stations
as a result of any decision issued by the FCC.


 


7.15                        Failure
to Exhaust Remedies.


 


Any failure by Parent and
its Subsidiaries to use their best efforts to exhaust all available judicial
and administrative remedies to contest any decision by the FCC (i) granting
the Duluth Application for Review or (ii) otherwise finding that Granite
holds an attributable ownership interest in either Station, in each case, in
order to prevent such decision from becoming a final and incontestable order,
unless the applicable Station has been sold, or the Station Agreements have
been amended in a manner contemplated by clause (i) of subsection 7.13
or, with the consent of Administrative Agent, if such decision has otherwise
become moot or inapplicable:


 


THEN (i) upon
the occurrence of any Event of Default described in subsection 7.6 or 7.7,
each of (a) the unpaid principal amount of and accrued interest on the
Loans and (b) all other Obligations shall automatically become immediately
due and payable, without presentment, demand, protest or other requirements of
any kind, all of which are hereby expressly waived by each Borrower, and the
obligation of each Lender to make any Loan hereunder shall thereupon terminate,
and (ii) subject to the following proviso, upon the occurrence and during
the continuation of any other Event of Default, Administrative Agent shall,
upon the written request or with the written consent of Requisite Lenders, by
written notice to any Borrower, declare all or any portion of the amounts
described in clauses (a) and (b) above to be, and the same shall
forthwith become, immediately due and payable, and the obligation of each
Lender to make any Loan hereunder shall thereupon terminate; provided
that, if the only Event of Default that has occurred and is continuing is under
subsection 7.2(iii) or 7.3(ii), then Administrative Agent may not
declare all or a portion of such amounts to be immediately due and payable
until the Indenture has become due and payable or has been declared due and
payable prior to its stated maturity by the holders of the Indebtedness issued
thereunder; provided, further, that if the only Event of Default
that has occurred and is continuing is as a result of a failure to comply with
the provisions of subsection 6.6, then Administrative Agent may declare
all or a portion of such amounts to be immediately due and payable only if (i) more
than 180 days have elapsed since the occurrence of such Event of Default,
unless Borrowers have delivered a Compliance Certificate for a period
subsequent to that during which the Event of Default occurred certifying
compliance with the provisions of subsection 6.6 for such subsequent
period, (ii) the Indenture has become due and payable or has been declared
due and payable prior to its stated maturity by the holders of the Indebtedness
issued thereunder, or (iii) the Consolidated Loan to Stick Value is
greater than or equal to 70%.


 


Section 8.                                          GUARANTY


 


8.1                               Guaranty.


 


In order to induce the Lenders to extend credit to the
Borrowers pursuant to this Agreement, Parent irrevocably and unconditionally
guarantees, as primary obligor and not merely as surety, the due and punctual
payment in full of all Guaranteed Obligations (as


 


101





















 


hereinafter defined) when the
same shall become due, whether at stated maturity, by acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
§ 362(a)).  The term “Guaranteed Obligations” is used herein in
its most comprehensive sense and includes any and all Obligations of the Borrowers,
now or hereafter made, incurred or created, whether absolute or contingent,
liquidated or unliquidated, whether due or not due, and however arising under
or in connection with this Agreement and the other Loan Documents, including
those arising under successive borrowing transactions under this Agreement that
either continue the Obligations of the Borrowers or from time to time renew
them after they have been satisfied.


 


Any interest on any portion of the Guaranteed
Obligations that accrues after the commencement of any proceeding, voluntary or
involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of any Borrower (or, if interest on
any portion of the Guaranteed Obligations ceases to accrue by operation of law
by reason of the commencement of said proceeding, such interest as would have
accrued on such portion of the Guaranteed Obligations if said proceeding had not
been commenced) shall be included in the Guaranteed Obligations because it is
the intention of Parent and the Administrative Agent that the Guaranteed
Obligations should be determined without regard to any rule of law or
order that may relieve a Borrower of any portion of such Guaranteed
Obligations.


 


In the event that all or any portion of the Guaranteed
Obligations is paid by the Borrowers or any Subsidiary, the obligations of Parent
under this Section 8 shall continue and remain in full force and effect or
be reinstated, as the case may be, in the event that all or any part of such
payment(s) is rescinded or recovered directly or indirectly from the
Administrative Agent or any other Lender as a preference, fraudulent transfer
or otherwise, and any such payments that are so rescinded or recovered shall
constitute Guaranteed Obligations.


 


Subject to the other provisions of this Section 8,
upon the failure of the Borrowers to pay any of the Guaranteed Obligations when
and as the same shall become due, Parent will upon demand pay, or cause to be
paid, in cash, to the Administrative Agent for the ratable benefit of the Lenders,
an amount equal to the aggregate of the unpaid Guaranteed Obligations.


 


8.2                               Guaranty
Absolute; Continuing Guaranty.


 


The obligations of Parent under this Section 8
are irrevocable, absolute, independent and unconditional and shall not be
affected by any circumstance that constitutes a legal or equitable discharge of
a guarantor or surety other than payment in full of the Guaranteed Obligations.  In furtherance of the foregoing and without
limiting the generality thereof, Parent agrees that:  (a) this guaranty is a guaranty of
payment when due and not of collectibility; (b) the Administrative Agent
may enforce this guaranty upon the occurrence and during the continuance of an
Event of Default under this Agreement notwithstanding the existence of any
dispute between any Borrower and any Lender with respect to the existence of
such event; (c) the obligations of Parent hereunder are independent of the
obligations of the Borrowers under the Loan Documents and the obligations of
any other guarantor of the obligations of the Borrowers and a separate action
or actions may be brought and prosecuted against Parent whether or not any


 


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action is brought against any Borrower or any of such other guarantors
and whether or not any Borrower is joined in any such action or actions; and (d) Parent’s
payment of a portion, but not all, of the Guaranteed Obligations shall in no
way limit, affect, modify or abridge Parent’s liability for any portion of the
Guaranteed Obligations that has not been paid. 
This Section 8 is a continuing guaranty and shall be binding upon Parent
and its successors and assigns, and Parent irrevocably waives any right to
revoke the provisions of this Section 8 as to future transactions giving
rise to any Guaranteed Obligations.


 


8.3                               Actions
by Lenders.


 


Any Lender may from time to time, without notice or
demand and without affecting the validity or enforceability of this Section 8
or giving rise to any limitation, impairment or discharge of Parent’s liability
hereunder, (a) renew, extend, accelerate or otherwise change the time,
place, manner or terms of payment of the Guaranteed Obligations, (b) settle,
compromise, release or discharge, or accept or refuse any offer of performance
with respect to, or substitutions for, the Guaranteed Obligations or any
agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations, (c) request and accept other guaranties
of the Guaranteed Obligations and take and hold security for the payment of
this Section 8 or the Guaranteed Obligations, (d) release, exchange,
compromise, subordinate or modify, with or without consideration, any security
for payment of the Guaranteed Obligations, any other guaranties of the
Guaranteed Obligations, or any other obligation of any Person with respect to
the Guaranteed Obligations, (e) enforce and apply any security now or
hereafter held by or for the benefit of any Lender in respect of this Section 8
or the Guaranteed Obligations and direct the order or manner of sale thereof,
or exercise any other right or remedy that the Administrative Agent or the
other Lenders, or any of them, may have against any such security, as the
Administrative Agent in its discretion may determine consistent with this
Agreement and any applicable security agreement, including foreclosure on any
such security pursuant to one or more judicial or nonjudicial sales, whether or
not every aspect of any such sale is commercially reasonable, and (f) exercise
any other rights available to the Administrative Agent or the other Lenders, or
any of them, under the Loan Documents.


 


8.4                               No
Discharge.


 


The guaranty in this Section 8 and the
obligations of Parent hereunder shall be valid and enforceable and shall not be
subject to any limitation, impairment or discharge for any reason (other than
payment in full of the Guaranteed Obligations), including without limitation
the occurrence of any of the following, whether or not Parent shall have had
notice or knowledge of any of them:  (a) any
failure to assert or enforce or agreement not to assert or enforce, or the stay
or enjoining, by order of court, by operation of law or otherwise, of the
exercise or enforcement of, any claim or demand or any right, power or remedy
with respect to the Guaranteed Obligations or any agreement relating thereto,
or with respect to any other guaranty of or security for the payment of the Guaranteed
Obligations, (b) any waiver or modification of, or any consent to
departure from, any of the terms or provisions of this Agreement, any of the
other Loan Documents or any agreement or instrument executed pursuant thereto,
or of any other guaranty or security for the Guaranteed Obligations, (c) the
Guaranteed Obligations, or any agreement relating thereto, at any time being
found to be illegal, invalid or unenforceable in any respect, (d) the
application of payments received from any source to the payment of indebtedness


 


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other than the Guaranteed Obligations, even though the Administrative
Agent or the other Lenders, or any of them, might have elected to apply such
payment to any part or all of the Guaranteed Obligations, (e) any failure
to perfect or continue perfection of a security interest in any collateral
which secures any of the Guaranteed Obligations, (f) any defenses, set-offs
or counterclaims that any Borrower may assert against the Administrative Agent
or any Lender in respect of the Guaranteed Obligations, including but not
limited to failure of consideration, breach of warranty, payment, statute of
frauds, statute of limitations, accord and satisfaction and usury, and (g) any
other act or thing or omission, or delay to do any other act or thing, that may
or might in any manner or to any extent vary the risk of Parent as an obligor
in respect of the Guaranteed Obligations.


 


8.5                               Waivers.


 


Parent waives, for the benefit of the Lenders:  (a) any right to require the
Administrative Agent or the other Lenders, as a condition of payment or
performance by Parent, to (i) proceed against any Borrower, any other
guarantor of the Guaranteed Obligations or any other Person, (ii) proceed
against or exhaust any security held from any Borrower, any other guarantor of
the Guaranteed Obligations or any other Person, (iii) proceed against or
have resort to any balance of any deposit account or credit on the books of any
Lender in favor of any Borrower or any other Person, or (iv) pursue any
other remedy in the power of any Lender; (b) any defense arising by reason
of the incapacity, lack of authority or any disability or other defense of any
Borrower including, without limitation, any defense based on or arising out of
the lack of validity or the unenforceability of the Guaranteed Obligations or
any agreement or instrument relating thereto or by reason of the cessation of
the liability of any Borrower from any cause other than payment in full of the
Guaranteed Obligations; (c) any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in
amount nor in other respects more burdensome than that of the principal; (d) any
defense based upon the Administrative Agent’s or any other Lender’s errors or
omissions in the administration of the Guaranteed Obligations, except behavior
that amounts to bad faith; (e) (i) any principles or provisions of
law, statutory or otherwise, that are or might be in conflict with the terms of
this Section 8 and any legal or equitable discharge of Parent’s
obligations hereunder, (ii) the benefit of any statute of limitations
affecting Parent’s liability hereunder or the enforcement hereof, (iii) any
rights to set-offs, recoupments and counterclaims, and (iv) promptness,
diligence and any requirement that any Lender protect, secure, perfect or
insure any Lien or any property subject thereto; (f) notices, demands,
presentments, protests, notices of protest, notices of dishonor and notices of
any action or inaction, including acceptance of the guaranty in this Section 8,
notices of default under this Agreement or any agreement or instrument related
thereto, notices of any renewal, extension or modification of the Guaranteed
Obligations or any agreement related thereto, notices of any extension of
credit to any Borrower and notices of any of the matters referred to in Section 3
and any right to consent to any thereof; and (g) to the fullest extent
permitted by law, any defenses or benefits that may be derived from or afforded
by law that limit the liability of or exonerate guarantors or sureties, or
which may conflict with the terms of this Section 8.


 


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8.6                               Guarantor’s
Rights of Subrogation, Contribution, Etc.; Subordination of Other Obligations.


 


Parent waives (a) any claim, right or remedy,
direct or indirect, that Parent now has or may hereafter have against any
Borrower or any of its assets in connection with the guaranty in this Section 8
or the performance by Parent of its obligations hereunder, in each case whether
such claim, right or remedy arises in equity, under contract, by statute, under
common law or otherwise and including without limitation (i) any right of
subrogation, reimbursement or indemnification that Parent now has or may
hereafter have against any Borrower, (ii) any right to enforce, or to
participate in, any claim, right or remedy that any Lender now has or may
hereafter have against any Borrower, and (iii) any benefit of, and any
right to participate in, any collateral or security now or hereafter held by
any Lender and (b) any right of contribution that Parent may have against
any other guarantor of any of the Guaranteed Obligations until the full and
final payment of the Obligations.  Parent
further agrees that, to the extent the waiver of its rights of subrogation,
reimbursement, indemnification and contribution as set forth herein is found by
a court of competent jurisdiction to be void or voidable for any reason, any
rights of subrogation, reimbursement or indemnification that Parent may have
against any Borrower or against any collateral or security, and any rights of
contribution that Parent may have against any such other guarantor, shall be
junior and subordinate to any rights that the Administrative Agent or the other
Lenders may have against any Borrower, to all right, title and interest that
the Administrative Agent or the other Lenders may have in any such collateral
or security, and to any right that the Administrative Agent or the Lenders may
have against such other guarantor.


 


Any indebtedness of any Borrower now or hereafter held
by Parent is subordinated in right of payment to the Guaranteed Obligations,
and any such indebtedness of any Borrower to Parent collected or received by Parent
after an Event of Default has occurred and is continuing, and any amount paid
to Parent on account of any subrogation, reimbursement, indemnification or
contribution rights referred to in the preceding paragraph when all Guaranteed
Obligations have not been paid in full, shall be held in trust for the
Administrative Agent on behalf of the Lenders and shall forthwith be paid over
to the Administrative Agent for the benefit of the Lenders to be credited and
applied against the Guaranteed Obligations.


 


8.7                               Financial
Condition of Borrowers.


 


No Lender shall have any obligation, and Parent waives
any duty on the part of any Lender, to disclose or discuss with Parent its
assessment, or Parent’s assessment, of the financial condition of any Borrower
or any matter or fact relating to the business, operations or condition of any
Borrower.  Parent has adequate means to
obtain information from each Borrower on a continuing basis concerning the
financial condition of such Borrower and its ability to perform its obligations
under the Loan Documents, and Parent assumes the responsibility for being and
keeping informed of the financial condition of each Borrower and of all
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.


 


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Section 9.                                          ADMINISTRATIVE
AGENT


 


9.1                               Appointment.


 


A.                                    Appointment
of Administrative Agent.   D.B. Zwirn
Special Opportunities Fund, L.P. is hereby appointed Administrative Agent
hereunder and under the other Loan Documents. 
Each Lender hereby authorizes Administrative Agent to act as its agent
in accordance with the terms of this Agreement and the other Loan
Documents.  Administrative Agent agrees
to act upon the express conditions contained in this Agreement and the other
Loan Documents, as applicable.  The
provisions of this Section 9 are solely for the benefit of Agents and
Lenders and no Loan Party shall have rights as a third party beneficiary of any
of the provisions thereof.  In performing
its functions and duties under this Agreement, Administrative Agent (other than
as provided in subsection 2.1D) shall act solely as an agent of Lenders
and does not assume and shall not be deemed to have assumed any obligation
towards or relationship of agency or trust with or for any Borrower or any
other Loan Party.


 


B.                                    Appointment
of Supplemental Collateral Agents. 
It is the purpose of this Agreement and the other Loan Documents that
there shall be no violation of any law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact
business as agent or trustee in such jurisdiction.  It is recognized that in case of litigation
under this Agreement or any of the other Loan Documents, and in particular in
case of the enforcement of any of the Loan Documents, or in case Administrative
Agent deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the rights, powers or remedies granted herein or in any
of the other Loan Documents or take any other action which may be desirable or
necessary in connection therewith, it may be necessary that Administrative
Agent appoint an additional individual or institution as a separate trustee,
co-trustee, collateral agent or collateral co-agent (any such additional
individual or institution being referred to herein individually as a “Supplemental Collateral Agent” and collectively as “Supplemental Collateral Agents”).


 


In the event that Administrative Agent appoints a
Supplemental Collateral Agent with respect to any Collateral, (i) each and
every right, power, privilege or duty expressed or intended by this Agreement
or any of the other Loan Documents to be exercised by or vested in or conveyed
to Administrative Agent with respect to such Collateral shall be exercisable by
and vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable
by either Administrative Agent or such Supplemental Collateral Agent, and (ii) the
provisions of this Section 9 and of subsections 10.2 and 10.3 that
refer to Administrative Agent shall inure to the benefit of such Supplemental
Collateral Agent and all references therein to Administrative Agent shall be
deemed to be references to Administrative Agent and/or such Supplemental
Collateral Agent, as the context may require.


 


Should any instrument in writing from any Borrower or
any other Loan Party be required by any Supplemental Collateral Agent so
appointed by Administrative Agent for more


 


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fully and certainly vesting in and confirming to him or it such rights,
powers, privileges and duties, Parent shall, or shall cause such Loan Party to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by Administrative Agent.  In case
any Supplemental Collateral Agent, or a successor thereto, shall die, become
incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Collateral Agent, to the extent permitted by
law, shall vest in and be exercised by Administrative Agent until the
appointment of a new Supplemental Collateral Agent.


 


C.                                    Appointment
of Tranche A Paying Agent.  Dresdner
Bank AG New York and Grand Cayman Branches is hereby
appointed Tranche A Paying Agent hereunder and under the other Loan Documents.  Tranche A Paying
Agent shall at all times be the beneficiary of the Tranche A Letter of Credit
and shall not transfer the Tranche A Letter of Credit except to a successor
Tranche A Paying Agent appointed pursuant to subsection 9.5.  Each Lender holding Tranche A Term Loan Exposure hereby authorizes Tranche A Paying
Agent to act as its agent in accordance with the terms of this Agreement and
the other Loan Documents solely with respect to the Tranche A Letter of
Credit.  Tranche A
Paying Agent agrees to act upon the express conditions contained in this
Agreement and the other Loan Documents, as applicable.  In performing its functions and duties under
this Agreement, Tranche A Paying Agent shall act solely as an agent of the
Lenders holding Tranche A Term Loan Exposure and does not assume and shall not
be deemed to have assumed any obligation towards or relationship of agency or
trust with or for any other Lenders or any Borrower or any other Loan Party.


 


D.                                    Control.  Each Lender and Administrative Agent hereby appoint each other Lender as agent for the purpose of
perfecting Administrative Agent’s security interest in assets that, in
accordance with the UCC, can be perfected by possession or control.


 


E.                                      No
Third-Party Beneficiaries.  The
provisions of this Section 9 are solely for the benefit of Administrative
Agent, each Supplemental Collateral Agent and Lenders and no Loan Party or
Affiliate thereof shall have rights as a third-party beneficiary of any of the
provisions of this Section 9.  In
performing its functions and duties under this Agreement, each of
Administrative Agent (other than as provided in subsection 2.1D) and each
Supplemental Collateral Agent shall act solely as an agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for any Borrower or any other Loan
Party or any Affiliate thereof.


 


9.2                               Powers
and Duties; General Immunity.


 


A.                                    Powers;
Duties Specified.  Each Lender
irrevocably authorizes Administrative Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the
other Loan Documents as are specifically delegated or granted to Administrative
Agent by the terms hereof and thereof, together with such powers, rights and
remedies as are reasonably incidental thereto. 
Administrative Agent shall have only those duties and responsibilities
that are expressly specified in this Agreement and the other Loan
Documents.  Administrative Agent may
exercise such powers, rights and remedies and perform such duties by or through
its agents or employees.  Administrative
Agent shall not have, by reason of this Agreement or any of the other Loan Documents,
a fiduciary relationship in respect of any Lender or any Borrower; and nothing
in this Agreement or any of the other Loan


 


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Documents, expressed or implied, is
intended to or shall be so construed as to impose upon Administrative Agent any
obligations in respect of this Agreement or any of the other Loan Documents
except as expressly set forth herein or therein.


 


B.                                    No
Responsibility for Certain Matters. 
No Agent shall be responsible to any Lender for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement or any other Loan Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made
by such Agent to Lenders or by or on behalf of any Loan Party to such Agent or
any Lender in connection with the Loan Documents and the transactions
contemplated thereby or for the financial condition or business affairs of any
Loan Party or any other Person liable for the payment of any Obligations, nor
shall such Agent be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained in any of the Loan Documents or as to the use of the proceeds of the
Loans or as to the existence or possible existence of any Event of Default or
Potential Event of Default.  Anything
contained in this Agreement to the contrary notwithstanding, Administrative Agent
shall not have any liability arising from confirmations of the amount of
outstanding Loans or the component amounts thereof.


 


C.                                    Exculpatory
Provisions.  No Agent or any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by such Agent under or in connection with any of the
Loan Documents except to the extent caused by such Agent’s gross negligence or
willful misconduct.  An Agent shall be
entitled to refrain from any act or the taking of any action (including the
failure to take an action) in connection with this Agreement or any of the
other Loan Documents or from the exercise of any power, discretion or authority
vested in it hereunder or thereunder unless and until such Agent shall have
received instructions in respect thereof from Requisite Lenders (or such other
Lenders as may be required to give such instructions under subsection 10.6)
and, upon receipt of such instructions from Requisite Lenders (or such other
Lenders, as the case may be), such Agent shall be entitled to act or (where so
instructed) refrain from acting, or to exercise such power, discretion or
authority, in accordance with such instructions; provided that no Agent
shall be required to take any action that, in its opinion or the opinion of its
counsel, may expose such Agent to liability or that is contrary to any Loan
Document or applicable law.  Without
prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication (including any electronic message, Internet or intranet website
posting or other distribution), instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for Parent and its
Subsidiaries), accountants, experts and other professional advisors selected by
it; and (ii) no Lender shall have any right of action whatsoever against
an Agent as a result of such Agent acting or (where so instructed) refraining
from acting under this Agreement or any of the other Loan Documents in
accordance with the instructions of Requisite Lenders (or such other Lenders as
may be required to give such instructions under subsection 10.6).


 


D.                                    Agents
Entitled to Act as Lender.  The
agency hereby created shall in no way impair or affect any of the rights and
powers of, or impose any duties or obligations upon,


 


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an Agent in its individual
capacity as a Lender hereunder.  With
respect to its participation in the Loans, an Agent shall have the same rights
and powers hereunder as any other Lender and may exercise the same as though it
were not performing the duties and functions delegated to it hereunder, and the
term “Lender” or “Lenders” or any similar term shall, unless the context
clearly otherwise indicates, include each Agent in its individual
capacity.  An Agent and its Affiliates
may accept deposits from, lend money to, acquire equity interests in and
generally engage in any kind of commercial banking, investment banking, trust,
financial advisory or other business with such Loan Party or any of its
Affiliates as if it were not performing the duties specified herein, and may
accept fees and other consideration from any Loan Party for services in
connection with this Agreement and otherwise without having to account for the
same to Lenders.


 


9.3                               Independent
Investigation by Lenders; No Responsibility For Appraisal
of Creditworthiness.


 


Each Lender agrees that it has made its own
independent investigation of the financial condition and affairs of Parent and
its Subsidiaries in connection with the making of the Loans hereunder and that
it has made and shall continue to make its own appraisal of the
creditworthiness of Parent and its Subsidiaries.  No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or
times thereafter, and no Agent shall have any responsibility with respect to
the accuracy of or the completeness of any information provided to Lenders.


 


9.4                               Right
to Indemnity.


 


Each Lender, in proportion to its Pro Rata Share,
severally agrees to indemnify each Agent and its officers, directors,
employees, agents, attorneys, professional advisors and Affiliates to the
extent that any such Person shall not have been reimbursed by any Loan Party,
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees
and disbursements and fees and disbursements of any financial advisor engaged
by Agents) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against an Agent or such other Person in
exercising the powers, rights and remedies of an Agent or performing duties of
an Agent hereunder or under the other Loan Documents or otherwise in its
capacity as Agent in any way relating to or arising out of this Agreement or
the other Loan Documents; provided that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of an Agent or
other such Person resulting solely from such Agent’s or other such Person’s
gross negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction.  If any
indemnity furnished to an Agent or any other such Person for any purpose shall,
in the opinion of such Agent or other such Person, be insufficient or become
impaired, such Agent or other such Person may call for additional indemnity and
cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.


 


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9.5                               Resignation
of Agents; Successor Administrative Agent.


 


Any Agent may resign at any time by giving 30 days’
prior written notice thereof to Lenders and Parent.  Upon any such notice of resignation by
Administrative Agent, Requisite Lenders shall have the right, upon five
Business Days’ notice to Parent, to appoint a successor Administrative
Agent.  If no such successor shall have
been so appointed by Requisite Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, the Lenders shall serve as Administrative Agent.  If Administrative Agent shall notify Lenders
and Parent that no Person has accepted such appointment as successor
Administrative Agent, such resignation shall nonetheless become effective in
accordance with Administrative Agent’s notice and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations under
the Loan Documents, except that any Collateral held by Administrative Agent
will continue to be held by it until a Person shall have accepted the
appointment of successor Administrative Agent, and (ii) all payments,
communications and determinations provided to be made by, to or through
Administrative Agent shall instead be made by, to or through each Lender
directly, until such time as Requisite Lenders appoint a successor
Administrative Agent in accordance with this subsection 9.5A.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement (if not already discharged as set forth above).  Upon any such notice of resignation by
Tranche A Paying Agent, Tranche A Paying Agent shall continue to serve as
Tranche A Paying Agent unless and until such time as (1) Administrative
Agent and Lenders holding more than 50% of the Tranche A Term Loans have appointed
a successor Tranche A Paying Agent, (2) Tranche A Paying Agent shall have executed
and delivered to Administrative Agent a transfer notice in the form of Annex D
to the Tranche A Letter of Credit providing for such successor Tranche A Paying
Agent to be named as beneficiary of the Tranche A Letter of Credit, and (3) the
successor Tranche A Paying Agent shall have been named as beneficiary of the
Tranche A Letter of Credit.  After any
retiring Agent’s resignation hereunder, each of (x) the provisions of this
Section 9 and of subsections 2.6D, 2.7, 2.8B, 10.2, 10.3, 10.4, 10.5,
10.9B, 10.13, 10.15, 10.16, 10.17 and 10.18, in each case, as in effect
immediately prior to such resignation, and (y) all other rights of the
retiring Agent that are expressly provided in this Agreement or any other Loan
Document (in each case, as in effect immediately prior to such resignation) to
survive the resignation of such Agent or the termination of this Agreement or
such other Loan Document, shall in each case survive such resignation and shall
inure to its benefit (and that of its sub-agents and its and their respective
directors, officers, employees, agents, affiliates and advisors) as to any
actions taken or omitted to be taken by it (or them) while it was an Agent
under this Agreement, notwithstanding any amendment, modification, waiver or
termination of this Agreement or any other Loan Document.


 


9.6                               Collateral
Documents, Guaranties and Tranche A Letter of Credit.


 


A.                                    Collateral
Documents and Guaranties.  Each
Lender holding Revolving Loan Exposure or Tranche B Term Loan Exposure hereby
further authorizes Administrative Agent, on behalf of and for the benefit of such
Lenders, to enter into each Collateral Document as secured party and to be the
agent for and representative of such Lenders under each Guaranty, and each


 


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such Lender agrees to be bound by the terms of each Collateral Document
and the Guaranties; provided that Administrative Agent shall not (i) enter
into or consent to any material amendment, modification, termination or waiver
of any provision contained in any Collateral Document or the Guaranties or (ii) release
any Collateral (except as otherwise expressly permitted or required pursuant to
the terms of this Agreement or the applicable Collateral Document), in each
case without the prior consent of a sufficient percentage of such Lenders, as
required by subsection 10.6; provided  further, however,
that, without further written consent or authorization from Lenders,
Administrative Agent may execute any documents or instruments necessary to (a) release
any Lien encumbering any item of Collateral that is the subject of a sale or
other disposition of assets permitted by this Agreement or to which Lenders
holding more than 50% of the aggregate Revolving Loan Exposure and Tranche B
Term Loan Exposure have otherwise consented or (b) subordinate the Liens
of Administrative Agent, on behalf of such Lenders, to any Liens permitted by subsection 6.2A;
provided that, in the case of a sale of such item of Collateral or stock
referred to in subdivision (a) or (b), the requirements of subsection 10.14
are satisfied.  Anything contained in any
of the Loan Documents to the contrary notwithstanding, the parties hereto
hereby agree that (1) no Lender shall have any right individually to
realize upon any of the Collateral under any Collateral Document or to enforce
any Guaranty, it being understood and agreed that all powers, rights and
remedies under the Collateral Documents and the Guaranties may be exercised
solely by Administrative Agent for the benefit of Lenders in accordance with
the terms thereof, and (2) in the event of a foreclosure by Administrative
Agent on any of the Collateral pursuant to a public or private sale,
Administrative Agent or any Lender may be the purchaser of any or all of such
Collateral at any such sale and Administrative Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Lenders holding more than 50% of the
aggregate Revolving Loan Exposure and Tranche B Term Loan Exposure shall
otherwise agree in writing) shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of
the Collateral sold at any such public sale, to use and apply any of the
Obligations as a credit on account of the purchase price for any Collateral
payable by Administrative Agent at such sale.


 


B.                                    Tranche
A Letter of Credit.  Each Lender
holding Tranche A Term Loan Exposure hereby further authorizes Tranche A Paying
Agent, on behalf of and for the benefit of such Lenders, to enter into the
Tranche A Letter of Credit as beneficiary and to be the agent for and
representative of such Lenders under the Tranche A Letter of Credit; provided
that Tranche A Paying Agent shall not enter into or consent to any material
amendment, modification, termination or waiver of any provision contained in the
Tranche A Letter of Credit without the prior consent of Lenders holding more
than 50% of the Tranche A Term Loan Exposure; provided  further,
that, upon the occurrence of an event that would entitle the Tranche A Paying
Agent to make a drawing on the Tranche A Letter of Credit pursuant to the terms
of the Tranche A Letter of Credit, Tranche A Paying Agent shall only make such drawing
on the Tranche A Letter of Credit upon the direction of or with the consent of
Lenders holding more than 50% of the Tranche A Term Loan Exposure.


 


9.7                               Duties
of Other Agents.


 


Neither the Arranger (in its capacity as Arranger) nor
any Lender identified as a syndication agent shall have any right, power,
obligation, liability, responsibility or duty under


 


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this Agreement other than those
applicable to all Lenders as such (and other than the Arranger’s right to
receive its fees as required under subsections 2.3B).  Without limiting the foregoing, none of such
Lenders shall have or be deemed to have a fiduciary relationship with any
Lender.


 


9.8                               Administrative Agent May File Proofs of
Claim.


 


In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to Parent or any of its
Subsidiaries, Administrative Agent (irrespective of whether the principal of
any Loan shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether Administrative Agent shall have made any
demand on any Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise


 


(i)                     to file and
prove a claim for the whole amount of principal and interest owing and unpaid
in respect of the Loans and any other Obligations that are owing and unpaid and
to file such other papers or documents as may be necessary or advisable in
order to have the claims of Lenders and Agents (including any claim for the
reasonable compensation, expenses, disbursements and advances of Lenders and
Agents and their agents and counsel and all other amounts due Lenders and
Agents under subsections 2.3, 2.6D, 2.7, 2.8B, 10.2 and 10.3) allowed in such
judicial proceeding, and


 


(ii)                  to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender to make such payments to
Administrative Agent and, in the event that Administrative Agent shall consent
to the making of such payments directly to Lenders, to pay to Administrative
Agent any amount due for the reasonable compensation, expenses, disbursements
and advances of Agents and their agents and counsel, and any other amounts due
Agents under subsections 2.3, 10.2 and 10.3.


 


Nothing herein contained shall be deemed to authorize
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lenders or to authorize
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.


 


Section 10.                                   MISCELLANEOUS


 


10.1                        Successors
and Assigns; Assignments and Participations in Loans.


 


A.                                    General.  This Agreement shall be binding upon the
parties hereto and their respective successors and assigns and shall inure to
the benefit of the parties hereto and the successors and assigns of Lenders (it
being understood that Lenders’ rights of assignment are subject to the further
provisions of this subsection 10.1). 
No Loan Party’s rights or obligations hereunder nor any interest therein
may be assigned or delegated by such Loan Party without the prior written
consent of all Lenders (and any attempted assignment or transfer by such Loan
Party without such consent shall be null and void).  Nothing in this Agreement, expressed or


 


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implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby and,
to the extent expressly contemplated hereby, the Affiliates of each of Administrative
Agent and Lenders and Indemnitees) any legal, equitable or other right, remedy
or claim under or by reason of this Agreement.


 


B.                                    Assignments.


 


(i)                     Amounts
and Terms of Assignments.  Any Lender
may assign to one or more Eligible Assignees all or any portion of its rights
and obligations under this Agreement; provided that (a), except (1) in
the case of an assignment of the entire remaining amount of the assigning
Lender’s rights and obligations under this Agreement or (2) in the case of
an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a
Lender, the aggregate amount of the Revolving Loan Exposure, Tranche A Term
Loan Exposure or Tranche B Term Loan Exposure, as the case may be, of the
assigning Lender and the assignee subject to each such assignment shall not be
less than $1,000,000, in the case of any assignment of a Revolving Loan, or
$1,000,000, in the case of any assignment of a Term Loan, unless each of
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, each Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed), (b) each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement with respect to the Loan or the
Commitment assigned, and any assignment of all or any portion of a Revolving
Loan Commitment or Revolving Loan shall be made only as an assignment of the
same proportionate part of the assigning Lender’s Revolving Loan Commitment and
Revolving Loans, (c) the parties to each assignment shall execute and
deliver to Administrative Agent an Assignment Agreement, together with a
processing and recordation fee of $3,500 (unless the assignee is an Affiliate
or an Approved Fund of the assignor, in which case no fee shall be required),
and the Eligible Assignee, if it shall not be a Lender, shall deliver to
Administrative Agent information reasonably requested by Administrative Agent,
including such forms, certificates or other evidence, if any, with respect to
United States federal income tax withholding matters as the assignee under such
Assignment Agreement may be required to deliver to Administrative Agent
pursuant to subsection 2.7B(iv), (d) with respect to assignments of
Tranche B Term Loans or Revolving Loans, except in the case of an assignment to
another Lender, an Affiliate of a Lender or an Approved Fund of a Lender,
Administrative Agent and, if no Event of Default has occurred and is
continuing, each Borrower, shall have consented thereto (which consent shall not
be unreasonably withheld) and (e) with respect to assignments of Tranche A
Term Loans, Administrative Agent and each Borrower shall have consented
thereto.


 


Upon such
execution, delivery and consent, from and after the effective date specified in
such Assignment Agreement, (y) the assignee thereunder shall be a party
hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and (z) the assigning Lender thereunder
shall, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment


 


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Agreement, relinquish its
rights (other than any rights which survive the termination of this Agreement
under subsection 10.9B) and be released from its obligations under this
Agreement (and, in the case of an Assignment Agreement covering all or the remaining
portion of an assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto. 
Upon the effectiveness of such assignment or as promptly thereafter as
practicable, (I) the assigning Lender shall, if requested by any Borrower,
surrender its Notes, if any, to Administrative Agent for cancellation, and
thereupon new Notes shall, if so requested by the assigning Lender in
accordance with subsection 2.1E, be issued to the assigning Lender, and
(II) new Notes shall, if requested by the assignee in accordance with subsection 2.1E,
be issued to the assignee.  Any new Notes
so issued shall be substantially in the form of Exhibit B-1, Exhibit B-2
or Exhibit B-3 annexed hereto, as appropriate, with appropriate
insertions, to reflect the amounts of the new Commitments and/or outstanding
Revolving Loans and/or outstanding Tranche A Term Loans and/or Tranche B Term
Loans, of the assignee and/or the assigning Lender, as the case may be.  Other than as provided in subsection 10.5,
any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this subsection 10.1B shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection 10.1C.


 


(ii)                  Acceptance by
Administrative Agent; Recordation in Register.  Upon its receipt of an Assignment Agreement
executed by an assigning Lender and an assignee representing that it is an
Eligible Assignee, together with the processing and recordation fee referred to
in subsection 10.1B(i) and any forms, certificates or other evidence
with respect to United States federal income tax withholding matters and with
respect to information requested under the USA Patriot Act that such assignee
may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv),
Administrative Agent shall, if Administrative Agent and each Borrower have
consented to the assignment evidenced thereby (in each case to the extent such
consent is required pursuant to subsection 10.1B(i)), (a) accept such
Assignment Agreement by executing a counterpart thereof as provided therein
(which acceptance shall evidence any required consent of Administrative Agent
to such assignment), (b) record the information contained therein in the
Register, and (c) give prompt notice thereof to Parent.  Administrative Agent shall maintain a copy of
each Assignment Agreement delivered to and accepted by it as provided in this
subsection 10.1B(ii).


 


(iii)               Deemed Consent
by Borrowers.  If the consent of any
Borrower to an assignment or to an Eligible Assignee is required hereunder
(including a consent to an assignment which does not meet the minimum
assignment thresholds specified in subsection 10.1B(i)),
such Borrower shall be deemed to have given its consent five Business Days
after the date notice thereof has been delivered by the assigning Lender
(through Administrative Agent) unless such consent is expressly refused by such
Borrower prior to such fifth Business Day.


 


C.                                    Participations.  Any Lender may, without the consent of, or
notice to, any Borrower or Administrative Agent, sell participations to one or
more Persons (other than a natural Person or Parent or any of its Affiliates)
in all or a portion of such Lender’s rights and/or


 


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obligations under this Agreement; provided that (i) such
Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) each Borrower, Administrative
Agent and Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
directly affecting (i) the extension of the scheduled final maturity date
of any Loan allocated to such participation or (ii) a reduction of the
principal amount of or the rate of interest payable on any Loan allocated to
such participation.  Subject to the
further provisions of this subsection 10.1C, each Borrower agrees that each
Participant shall be entitled to the benefits of subsections 2.6D and 2.7 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection 10.1B. 
To the extent permitted by law, each Participant also shall be entitled
to the benefits of subsection 10.4 as though it were a Lender, provided
such Participant agrees to be subject to subsection 10.5 as though it were
a Lender.  A Participant shall not be
entitled to receive any greater payment under subsections 2.6D and 2.7 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant unless the sale of the participation to
such Participant is made with each Borrower’s prior written consent.  No Participant shall be entitled to the
benefits of subsection 2.7 unless each Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrowers, to comply with subsection 2.7B(iv) as
though it were a Lender.


 


D.                                    Pledges
and Assignments.  Any Lender may at
any time pledge or assign a security interest in all or any portion of its
Loans, and the other Obligations owed to such Lender, to secure obligations owed
by such Lender, including without limitation any pledge or assignment to secure
obligations to any Federal Reserve Bank; provided that (i) no
Lender shall be relieved of any of its obligations hereunder as a result of any
such assignment or pledge and (ii) in no event shall any assignee or
pledgee be considered to be a “Lender” or be entitled to require the assigning
Lender to take or omit to take any action hereunder.


 


E.                                      Information.  Each Lender may furnish any information
concerning Parent and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants), subject to subsection 10.19.


 


F.                                      Agreements
of Lenders.  Each Lender listed on
the signature pages hereof hereby agrees, and each Lender that becomes a
party hereto pursuant to an Assignment Agreement shall be deemed to agree, (i) that
it is an Eligible Assignee described in clause (ii) of the definition
thereof; (ii) that it has experience and expertise in the making of or
purchasing loans such as the Loans; and (iii) that it will make or
purchase Loans for its own account in the ordinary course of its business and
without a view to distribution of such Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws (it being
understood that, subject to the provisions of this subsection 10.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control).


 


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10.2                        Expenses.


 


Whether or not
the transactions contemplated hereby shall be consummated, each of Parent and
each of its Subsidiaries agrees to pay promptly (i) all reasonable costs
and expenses of the Agents of negotiation, preparation and execution of the
Loan Documents and any consents, amendments, waivers or other modifications
thereto; (ii) all costs and expenses of furnishing all opinions by counsel
for the Loan Parties (including any opinions requested by Agents or Lenders as
to any legal matters arising hereunder) and of such Loan Party’s performance of
and compliance with all agreements and conditions on its part to be performed
or complied with under this Agreement and the other Loan Documents including
with respect to confirming compliance with environmental, insurance and
solvency requirements; (iii) all reasonable fees, expenses and
disbursements of counsel to Agents (including allocated costs of internal
counsel) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, waivers or
other modifications thereto and any other documents or matters requested by any
Loan Party; (iv) all costs and expenses of creating and perfecting Liens
in favor of Administrative Agent on behalf of Lenders pursuant to any
Collateral Document, including filing and recording fees, expenses and taxes,
stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to Administrative Agent and
of counsel providing any opinions that Administrative Agent or Requisite
Lenders may request in respect of the Collateral Documents or the Liens created
pursuant thereto; (v) all costs and expenses (including the reasonable
fees, expenses and disbursements of any auditors, accountants or appraisers and
any environmental or other consultants, advisors and agents employed or
retained by Administrative Agent or its counsel, and, with respect to financial
reviews of Borrowers conducted by persons employed by Administrative Agent,
including the fee set forth in subsection 5.5A) of obtaining and reviewing
any appraisals, financial audits or reports, establishing electronic collateral
reporting, appraising the Collateral, or assessing the Loan Parties’ business valuation,
(all such costs, expenses, and fees, the “Monitoring Expenses”)
; (vi) all costs and expenses incurred by Administrative Agent in
connection with the custody or preservation of any of the Collateral; (vii) all
other costs and expenses incurred by Administrative Agent in connection with
the syndication of the Commitments; (viii) all costs and expenses,
including reasonable attorneys’ fees (including allocated costs of internal
counsel) and fees, costs and expenses of accountants, advisors and consultants,
incurred by Administrative Agent and its counsel relating to efforts to (a) evaluate
or assess any Loan Party, its business or financial condition and (b) protect,
evaluate, assess or dispose of any of the Collateral; and (ix) all costs
and expenses, including reasonable attorneys’ fees (including allocated costs
of internal counsel),  fees, costs and
expenses of accountants, advisors and consultants and costs of settlement,
incurred by Administrative Agent and Lenders in enforcing any Obligations of or
in collecting any payments due from any Loan Party hereunder or under the other
Loan Documents (including in connection with the sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the Loan
Documents) or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a “work-out” or
pursuant to any insolvency or bankruptcy proceedings; and (x) all
reasonable costs and expenses, including reasonable attorneys’ fees (including
allocated costs of internal counsel), reasonable fees, costs and expenses of
accountants, advisors and consultants and costs of settlement, incurred by the
Administrative Agent and the Lenders in defending against any litigation,
arbitration, or other proceeding of any kind, whether at law, in equity, or
otherwise, in any way relating to the


 


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transactions contemplated by
this Agreement and the other Loan Documents, including, without limitation, any
such litigation, arbitration, or other proceeding brought by or on behalf of
any Government Authority or Parent or any of its Subsidiaries or any Agent or
Lender or any third party.


 


10.3                        Indemnity.


 


In addition to
the payment of expenses pursuant to subsection 10.2, whether or not the
transactions contemplated hereby shall be consummated, each of Parent and each
of its Subsidiaries agrees to defend (subject to Indemnitees’ selection of
counsel), indemnify, pay and hold harmless Administrative Agent and Lenders,
and the officers, directors, trustees, employees, agents, advisors and
Affiliates of Administrative Agent and Lenders (collectively called the “Indemnitees”), from and against any and all Indemnified
Liabilities (as hereinafter defined); provided that Parent or such
Subsidiary shall not have any obligation to any Indemnitee hereunder with
respect to any Indemnified Liabilities to the extent that such Indemnified
Liabilities arise solely from the gross negligence or willful misconduct of
that Indemnitee as determined by a final judgment of a court of competent
jurisdiction.


 


As used
herein, “Indemnified Liabilities” means,
collectively, any and all liabilities, obligations, losses, damages (including
natural resource damages), penalties, actions, judgments, suits, claims
(including Environmental Claims), costs (including the costs of any
investigation, study, sampling, testing, abatement, cleanup, removal,
remediation or other response action necessary to remove, remediate, clean up
or abate any Hazardous Materials Activity), expenses and disbursements of any
kind or nature whatsoever (including the reasonable fees and disbursements of
counsel for Indemnitees (including allocated costs of internal counsel) in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement, the other Loan Documents, the
Acquisition Agreements, the Station Agreements or the transactions contemplated
hereby or thereby (including Lenders’ agreement to make the Loans hereunder or
the use or intended use of the proceeds thereof, or any enforcement of any of
the Loan Documents (including any sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranties)), (ii) the
statements contained in the commitment letter delivered by any Agent or Lender
to Parent or any of its Subsidiaries with respect thereto, or (iii) any
Environmental Claim or any Hazardous Materials Activity relating to or arising
from, directly or indirectly, any past or present activity, operation, land
ownership, or practice of Parent or any of its Subsidiaries.


 


To the extent
that the undertakings to defend, indemnify, pay and hold harmless set forth in
this subsection 10.3 may be unenforceable in whole or in part because they
are violative of any law or public policy, each of Parent and each of its
Subsidiaries shall contribute


 


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the maximum portion that it is
permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them.


 


10.4                        Set-Off.


 


In addition to
any rights now or hereafter granted under applicable law and not by way of
limitation of any such rights, upon the occurrence and during the continuation
of any Event of Default each of Lenders and their Affiliates is hereby
authorized by Parent and each of its Subsidiaries at any time or from time to
time, without notice to Parent, such Subsidiary or to any other Person, any
such notice being hereby expressly waived, to set off and to appropriate and to
apply any and all deposits (general or special, time or demand, provisional or
final, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by that Lender or any Affiliate of that
Lender to or for the credit or the account of Parent, each of its Subsidiaries
and each other Loan Party against and on account of the Obligations of any Loan
Party to that Lender (or any Affiliate of that Lender) or to any other Lender
(or any Affiliate of any other Lender) under this Agreement and the other Loan
Documents, including all claims of any nature or description arising out of or
connected with this Agreement or any other Loan Document, irrespective of
whether or not (i) that Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any other amounts due hereunder
shall have become due and payable pursuant to Section 7 and although said
obligations and liabilities, or any of them, may be contingent or unmatured.


 


10.5                        Ratable
Sharing.


 


Lenders hereby
agree among themselves that if any of them shall, whether by voluntary or
mandatory payment (other than a payment or prepayment of Loans made and applied
in accordance with the terms of this Agreement), by realization upon security,
through the exercise of any right of set-off or banker’s lien, by counterclaim
or cross action or by the enforcement of any right under the Loan Documents or
otherwise, or as adequate protection of a deposit treated as cash collateral
under the Bankruptcy Code, receive payment or reduction of a proportion of the
aggregate amount of principal, interest, fees and other amounts then due and
owing to that Lender hereunder or under the other Loan Documents (collectively,
the “Aggregate Amounts Due” to such Lender)
that is greater than the proportion received by any other Lender in respect of
the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall, unless such proportionately greater
payment is required by the terms of this Agreement, (i) notify
Administrative Agent and each other Lender of the receipt of such payment and (ii) apply
a portion of such payment to purchase assignments (which it shall be deemed to
have purchased from each seller of an assignment simultaneously upon the
receipt by such seller of its portion of such payment) of the Aggregate Amounts
Due to the other Lenders so that all such recoveries of Aggregate Amounts Due
shall be shared by all Lenders in proportion to the Aggregate Amounts Due to
them; provided that (A) if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of any Loan Party or
otherwise, those purchases shall be rescinded and the purchase prices paid for
such assignments shall be returned to such purchasing Lender ratably to the
extent of such recovery, but without interest and (B) the foregoing
provisions shall not apply to (1) any payment made by


 


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Parent or any Borrower pursuant
to and in accordance with the express terms of this Agreement or (2) any
payment obtained by a Lender as consideration for the assignment (other than an
assignment pursuant to this subsection 10.5) of or the sale of a
participation in any of its Obligations to any Eligible Assignee or Participant
pursuant to subsection 10.1B.  Each
Borrower expressly consents to the foregoing arrangement and agrees that any
purchaser of an assignment so purchased may exercise any and all rights of a
Lender as to such assignment as fully as if that Lender had complied with the
provisions of subsection 10.1B with respect to such assignment.  In order to further evidence such assignment
(and without prejudice to the effectiveness of the assignment provisions set
forth above), each purchasing Lender and each selling Lender agree to enter
into an Assignment Agreement at the request of a selling Lender or a purchasing
Lender, as the case may be, in form and substance reasonably satisfactory to
each such Lender.


 


10.6                        Amendments
and Waivers.


 


No amendment,
modification, termination or waiver of any provision of this Agreement or of
the Notes, and no consent to any departure by any Loan Party therefrom, shall
in any event be effective without the written concurrence of Requisite Lenders;
provided that no such amendment, modification, termination, waiver or
consent shall, without the consent of:


 


(a)                                  each
Lender with Obligations directly affected (whose consent shall be sufficient
for any such amendment, modification, termination or waiver without the consent
of Requisite Lenders) (1) reduce the principal amount of any Loan, (2) postpone
the scheduled final maturity date, postpone the date or reduce the amount of
any scheduled payment (but not prepayment) of principal of any Loan or postpone
the date or reduce the amount of any scheduled reduction of the Revolving Loan
Commitment Amount, (3) increase the Commitment of such Lender (it being
understood that a waiver of any condition, covenant, Event of Default or
Potential Event of Default, or of a mandatory prepayment or Commitment
reduction shall not constitute an increase in the Commitment of any Lender and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender), (4) postpone
the date on which any interest or any fees are payable, (5) decrease the
interest rate borne by any Loan (other than any waiver of any increase in the
interest rate applicable to any of the Loans pursuant to subsection 2.2E)
or the amount of any fees payable hereunder (excluding any change in the manner
in which any financial ratio used in determining any interest rate or fee is
calculated that would result in a reduction of any such rate or fee or in any
defined terms (including, without limitation, defined terms used in such
defined terms) to the extent used to calculate margins for interest or fees),
or (6) extend the Revolving Loan Commitment Termination Date;


 


(b)                                 each
Lender, (1) change in any manner the definition of “Class”, the definition
of “Pro Rata Share” or the definition of “Requisite Lenders” (except for any
changes resulting solely from an increase in the aggregate amount of the
Commitments approved by Requisite Lenders, it also being understood that, with
the consent of Requisite Lenders, additional extensions of credit and


 


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commitments may be made
pursuant to this Agreement and included in the calculation and determination of
Requisite Lenders and Pro Rata Shares on the same basis as the existing
Commitments are included in such calculation and determination), (2) change
in any manner any provision of this Agreement that, by its terms, expressly
requires the approval or concurrence of all Lenders, (3) increase the
maximum duration of Interest Periods permitted hereunder or (4) change in
any manner or waive the provisions contained in subsection 2.4D, subsection 7.1,
subsection 10.5 or this subsection 10.6;


 


(c)                                  Lenders
holding more than 50% of (A) the aggregate Revolving Loan Exposure (B) the
aggregate Tranche B Term Loan Exposure, (1) release any Lien granted in
favor of Administrative Agent with respect to all or substantially all of the
Collateral or release Parent from its obligations under the Parent Guaranty, in
each case other than in accordance with the terms of the Loan Documents or (2) change
in any manner or waive the provisions contained in subsections 5.8, 5.9 or
5.10.


 


In addition,
no amendment, modification, termination or waiver of any provision (i) of
any Note shall be effective without the written concurrence of the Lender which
is the holder of that Note, (ii) of Section 9 or of any other
provision of this Agreement which, by its terms, expressly requires the
approval or concurrence of Administrative Agent shall be effective without the
written concurrence of Administrative Agent, (iii) of subsection 2.4
that has the effect of changing any interim scheduled payments, voluntary or
mandatory prepayments, or Commitment reductions applicable to a Class in a
manner that disproportionately disadvantages such Class relative to any
other Class shall be effective without the written concurrence of (A) in
the case of Revolving Loans and Tranche B Term Loans, Lenders holding more than
50% of the aggregate Revolving Loan Exposure and Tranche B Term Loan Exposure,
or (B) in the case of Tranche A Term Loans, Lenders holding more than 50%
of Tranche A Term Loan Exposure, (it being understood and agreed that any
amendment, modification, termination or waiver of any such provision which only
postpones or reduces any interim scheduled payment, voluntary or mandatory
prepayment, or Commitment reduction from those set forth in subsection 2.4
with respect to one Class but not any other Class shall be deemed to
disproportionately disadvantage such one Class but not to
disproportionately disadvantage any such other Class for purposes of this
clause (iv)); and (v) that increases the amount of a Commitment of a
Lender shall be effective without the consent of such Lender.


 


Administrative
Agent may, but shall have no obligation to, with the concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of that
Lender.  Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.  No notice to or demand on
any Loan Party in any case shall entitle such Loan Party to any other or further
notice or demand in similar or other circumstances.  Any amendment, modification, termination,
waiver or consent effected in accordance with this subsection 10.6 shall
be binding upon each Lender at the time outstanding, each future Lender and, if
signed by any Loan Party, on such Loan Party.


 


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10.7                        Independence
of Covenants.


 


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


 


10.8                        Notices;
Effectiveness of Signatures.


 


Unless
otherwise specifically provided herein, any notice or other communication
herein required or permitted to be given shall be in writing and may be
personally served, or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telefacsimile in complete and legible form, or
three Business Days after depositing it in the United States mail with postage
prepaid and properly addressed; provided that notices to Administrative
Agent shall not be effective until received. 
For the purposes hereof, the address of each party hereto shall be as
set forth under such party’s name on Schedule 10.8 annexed hereto
or (i) as to the Loan Parties and Administrative Agent, such other address
as shall be designated by such Person in a written notice delivered to the
other parties hereto and (ii) as to each other party, such other address
as shall be designated by such party in a written notice delivered to
Administrative Agent.  Electronic mail
and Internet and intranet websites may be used to distribute routine
communications, such as financial statements and other information.  Administrative Agent or any Loan Party may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or
communications.


 


Loan Documents
and notices under the Loan Documents may be transmitted and/or signed by
telefacsimile and by signatures delivered in ‘PDF’ format by electronic mail; provided,
however, that after the Closing Date no signature with respect to any
notice, request, agreement, waiver, amendment or other document that is
intended to have binding effect may be sent by electronic mail.  The effectiveness of any such documents and
signatures shall, subject to applicable law, have the same force and effect as
an original copy with manual signatures and shall be binding on all Loan
Parties, Agents and Lenders. 
Administrative Agent may also require that any such documents and
signature be confirmed by a manually-signed copy thereof; provided, however,
that the failure to request or deliver any such manually-signed copy shall not
affect the effectiveness of any facsimile document or signature.


 


10.9                        Survival of Representations, Warranties and
Agreements.


 


A.                                    All
representations, warranties and agreements made herein shall survive the
execution and delivery of this Agreement and the making of the Loans hereunder.


 


B.                                    Notwithstanding
anything in this Agreement or implied by law to the contrary, the agreements of
the Loan Parties set forth in subsections 2.6D, 2.7, 2.8B, 10.2, 10.3,
10.4, 10.9B, 10.13, 10.15, 10.16, 10.17 and 10.18 and the agreements of Lenders
set forth in


 


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subsections 9.2C, 9.4,
10.5 and 10.18 shall survive the payment of the Loans and the termination of
this Agreement.


 


10.10                 Failure or Indulgence Not Waiver; Remedies
Cumulative.


 


No failure or
delay on the part of an Agent or any Lender in the exercise of any power, right
or privilege hereunder or under any other Loan Document shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege.  All
rights and remedies existing under this Agreement and the other Loan Documents
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.


 


10.11                 Marshalling; Payments Set Aside.


 


Neither any
Agent nor any Lender shall be under any obligation to marshal any assets in
favor of any Borrower or any other party or against or in payment of any or all
of the Obligations.  To the extent that
any Loan Party makes a payment or payments to Administrative Agent or Lenders
(or to Administrative Agent for the benefit of Lenders), or Agents or Lenders
enforce any security interests or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other
party under any bankruptcy law, any other state or federal law, common law or
any equitable cause, then, to the extent of such recovery, the obligation or
part thereof originally intended to be satisfied, and all Liens, rights and
remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred.


 


10.12                 Severability.


 


In case any
provision in or obligation under this Agreement or the Notes shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.


 


10.13                 Obligations
Several; Independent Nature of Lenders’ Rights; Damage Waiver.


 


The
obligations of Lenders hereunder are several and no Lender shall be responsible
for the obligations or Commitments of any other Lender hereunder.  Nothing contained herein or in any other Loan
Document, and no action taken by Lenders pursuant hereto or thereto, shall be
deemed to constitute Lenders, or Lenders and Loan Parties, as a partnership, an
association, a Joint Venture or any other kind of entity. The amounts payable
at any time hereunder to each Lender shall be a separate and independent debt,
and, subject to subsection 9.6, each Lender shall be entitled to protect
and enforce its rights arising out of this Agreement and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.


 


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To the extent
permitted by law, Parent and its Subsidiaries shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with or as a result of this
Agreement (including, without limitation, subsection 2.1C hereof), any
other Loan Document, any transaction contemplated by the Loan Documents, any
Loan or the use of proceeds thereof.  No
Indemnitee shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with the Loan Documents or the transactions contemplated thereby.


 


10.14                 Release
of Security Interest or Guaranty or Other Credit Support.


 


Upon the
proposed sale or other disposition of any Collateral to any Person (other than
an Affiliate of Parent) that is permitted by this Agreement (or to which a
sufficient percentage of the Lenders, as required by subsection 10.6, have
otherwise consented), or the sale or other disposition of all of the Capital
Stock of a Subsidiary to any Person (other than an Affiliate of Parent) that is
permitted by this Agreement (or to which a sufficient percentage of the
Lenders, as required by subsection 10.6, have otherwise consented), for
which a Loan Party desires to obtain a security interest release or a release
of the applicable Guaranty from Administrative Agent, such Loan Party shall
deliver an Officer’s Certificate (i) stating that the Collateral or the
Capital Stock subject to such disposition is being sold or otherwise disposed
of in compliance with the terms hereof and (ii) specifying the Collateral
or Capital Stock being sold or otherwise disposed of in the proposed
transaction.  Upon the receipt of such
Officer’s Certificate, Administrative Agent shall, at such Loan Party’s
expense, so long as Administrative Agent (a) has no reason to believe that
the facts stated in such Officer’s Certificate are not true and correct and
(b), if the sale or other disposition of such item of Collateral or Capital
Stock constitutes an Asset Sale, shall have received evidence satisfactory to
it that arrangements satisfactory to it have been made for delivery of the Net
Asset Sale Proceeds if and as required by subsection 2.4, execute and
deliver such releases of its security interest in such Collateral, as may be
reasonably requested by such Loan Party. 
Following any repayment or prepayment of the principal of the Tranche A
Term Loans, so long as no Event of Default or Potential Event of Default has
occurred and is continuing and no other Draw Condition is met, the amount of
the Tranche A Letter of Credit shall be reduced from time to time at the
request of any of the Loan Parties, so long as the stated amount of the Tranche
A Letter of Credit as so reduced is not less than 101% of the aggregate
principal amount of the Tranche A Term Loans then outstanding, plus an amount
equal to the greater of (x) interest thereon for a one calendar quarter period
and (y) $500,000 (or such lesser amount such that the stated amount of the
Tranche A Letter of Credit does not exceed 105% of the then outstanding
principal amount of the Tranche A Term Loans).  Upon the request of any Loan Party, Tranche A
Paying Agent shall deliver to such Loan Party a certificate in the form of
Annex E annexed to the Tranche A Letter of Credit in order to so reduce the
stated amount of the Tranche A Letter of Credit.


 


10.15                 Governing
Law.


 


THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
IN ANY SUCH LOAN DOCUMENT), AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND


 


123





















 


THEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.


 


10.16                 Construction
of Agreement; Nature of Relationship.


 


Each of the
parties hereto acknowledges that (i) it has been represented by counsel in
the negotiation and documentation of the terms of this Agreement, (ii) it
has had full and fair opportunity to review and revise the terms of this
Agreement, (iii) this Agreement has been drafted jointly by all of the
parties hereto, and (iv) neither Administrative Agent nor any Lender or
other Agent has any fiduciary relationship with or duty to any of the Loan
Parties arising out of or in connection with this Agreement or any of the other
Loan Documents, and the relationship between Administrative Agent, the other
Agents and Lenders, on one hand, and the Loan Parties, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor.  Accordingly, each of the parties hereto
acknowledges and agrees that the terms of this Agreement shall not be construed
against or in favor of another party.


 


10.17                 Consent
to Jurisdiction and Service of Process.


 


ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY BORROWER, PARENT OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS HEREUNDER AND THEREUNDER, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK.  BY
EXECUTING AND DELIVERING THIS AGREEMENT, EACH OF PARENT AND EACH BORROWER, FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY


 


(I)                                    ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;


 


(II)                                WAIVES
ANY DEFENSE OF FORUM NON CONVENIENS;


 


(III)                            AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO PARENT OR
SUCH BORROWER AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.8;


 


(IV)                           AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER
PERSONAL JURISDICTION OVER EACH OF PARENT AND EACH
BORROWER IN ANY SUCH PROCEEDING
IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT;


 


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(V)                               AGREES
THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST PARENT OR SUCH BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION; AND


 


(VI)                           AGREES
THAT THE PROVISIONS OF THIS SUBSECTION 10.17 RELATING TO JURISDICTION AND
VENUE SHALL BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER
NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.


 


10.18                 Waiver
of Jury Trial.


 


EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED.  The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including contract
claims, tort claims, breach of duty claims and all other common law and statutory
claims.  Each party hereto acknowledges
that this waiver is a material inducement to enter into a business
relationship, that each has already relied on this waiver in entering into this
Agreement, and that each will continue to rely on this waiver in their related
future dealings.  Each party hereto
further warrants and represents that it has reviewed this waiver with its legal
counsel and that it knowingly and voluntarily waives its jury trial rights
following consultation with legal counsel. 
THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.18 AND
EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOANS MADE HEREUNDER.  In the event of litigation, this Agreement may
be filed as a written consent to a trial by the court.


 


10.19                 Confidentiality.


 


Each Lender
shall hold all non-public information obtained pursuant to the requirements of
this Agreement that has been identified in writing as confidential by any Loan
Party in accordance with such Lender’s customary procedures for handling
confidential information of this nature, it being understood and agreed by each
Loan Party that in any event a Lender may make disclosures (a) to its and
its Affiliates’ directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential), (b) to the extent requested by any Government Authority, (c) to
the extent required by applicable laws or regulations or by any


 


125





















 


subpoena or similar legal
process, (d) to any other party to this Agreement, (e) in connection
with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject
to an agreement containing provisions substantially the same as those of this subsection 10.19,
to (i) any Eligible Assignee of or participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement or (ii) any direct or indirect contractual counterparty or
prospective counterparty (or such contractual counterparty’s or prospective
counterparty’s professional advisor) to any credit derivative transaction
relating to obligations of any Loan Party, (g) with the consent of such
Loan Party, (h) to the extent such information (i) becomes publicly
available other than as a result of a breach of this subsection 10.19 or (ii) becomes
available to Administrative Agent or any Lender on a nonconfidential basis from
a source other than Parent and its Subsidiaries or (i) to the National Association
of Insurance Commissioners or any other similar organization or any nationally
recognized rating agency that requires access to information about a Lender’s
or its Affiliates’ investment portfolio in connection with ratings issued with
respect to such Lender or its Affiliates and that no written or oral
communications from counsel to an Agent and no information that is or is
designated as privileged or as attorney work product may be disclosed to any
Person unless such Person is a Lender or a Participant hereunder; provided
that, unless specifically prohibited by applicable law or court order, each
Lender shall notify the applicable Loan Party of any request by any Government
Authority or representative thereof (other than any such request in connection
with any examination of the financial condition of such Lender by such
Government Authority) for disclosure of any such non-public information prior
to disclosure of such information; and provided, further that in
no event shall any Lender be obligated or required to return any materials
furnished by Parent or any of its Subsidiaries. 
In addition, Administrative Agent and Lenders may disclose the existence
of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service
providers to Administrative Agent and Lenders, and Administrative Agent or any
of its Affiliates may place customary “tombstone” advertisements relating
hereto in publications (including publications circulated in electronic form)
of its choice at its own expense.


 


10.20                 USA
Patriot Act.


 


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


 


10.21                 Joint
and Several Liability of Borrowers.


 


A.                                    Borrowers
jointly and severally irrevocably and unconditionally assume liability for the
due and punctual payment in full of all Obligations when the same shall become
due, whether at stated maturity, by acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code).  In the event that all or any portion of the
Obligations is paid by any Borrower, the obligations of each other Borrower
hereunder shall continue and remain in full force and effect or be reinstated,
as the case may be, in the event that all or any part of such


 


126





















 


payment(s) is rescinded or
recovered directly or indirectly from Administrative Agent as a preference,
fraudulent transfer or otherwise, and any such payments that are so rescinded
or recovered shall constitute Obligations. 
Subject to the other provisions of this subsection 10.21, upon the
failure of any Borrower to pay any of the Obligations when and as the same
shall become due, each other Borrower will upon demand pay, or cause to be
paid, in cash, an amount equal to the aggregate of the unpaid Obligations as
set forth in subsection 2.4.


 


B.                                    Anything
contained in this Agreement to the contrary notwithstanding, the obligations of
each Borrower under this Agreement and the other Loan Documents shall be
limited to a maximum aggregate amount equal to the largest amount that would
not render such Borrower’s obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the
United States Code or any applicable provisions of comparable state law
(collectively, the “Fraudulent Transfer Laws”),
in each case after giving effect to all other liabilities of such Borrower,
contingent or otherwise, that are relevant under the Fraudulent Transfer Laws
(specifically excluding, however, any liabilities of such Borrower (x) in
respect of intercompany indebtedness to Parent or other Affiliates of Parent to
the extent that such indebtedness would be discharged in an amount equal to the
amount paid by such Borrower hereunder and (y) under any guaranty of
subordinated indebtedness which guaranty contains a limitation as to maximum
amount similar to that set forth in this subsection 10.21A, pursuant to
which the liability of such Borrower hereunder is included in the liabilities
taken into account in determining such maximum amount) and after giving effect
as assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Borrower pursuant to applicable law or
pursuant to the terms of any agreement.


 


C.                                    The
Borrowers under this Agreement desire to allocate among themselves, in a fair
and equitable manner, their obligations arising under this Agreement.  Accordingly, in the event any payment or
distribution is made on any date by any Borrower under this Agreement, each
such Borrower shall be entitled to a contribution from each of the other
Borrowers in the maximum amount permitted by law so as to maximize the
aggregate amount of the Obligations paid to Lenders.


 


10.22                 Counterparts;
Effectiveness.


 


This Agreement
and any amendments, waivers, consents or supplements hereto or in connection
herewith may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document.  This Agreement shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto.


 


10.23                 Securitization.


 


The Loan Parties hereby acknowledge that the Lenders
and their Affiliates and related funds may sell or securitize the Loans (a “Securitization”) through the pledge of the


 


127





















 


Loans as collateral security
for loans to the Lenders or their Affiliates or related funds, through the sale
of the Loans or the issuance of direct or indirect interests in the Loans,
which loans to the Lenders or their Affiliates or related funds or direct or
indirect interests will be rated by Moody’s, S&P or one or more other
rating agencies (the “Rating Agencies”). 
The Loan Parties shall cooperate with the Lenders and their Affiliates and
related funds to effect the Securitization including, without limitation, by (a) amending
this Agreement and the other Loan Documents, and executing such additional
documents, as reasonably requested by the Lenders in connection with the
Securitization; provided that (i) any such amendment or additional
documentation does not impose additional costs on the Loan Parties; and (ii) any
such amendment or additional documentation does not adversely affect the
rights, or increase the obligations, of the Loan Parties under the Loan
Documents or change or affect in a manner adverse to the Loan Parties the
financial terms of the Loans; (b) providing such information as may be
reasonably requested by the Lenders in connection with the rating of the Loans
or the Securitization; and (c) providing in connection with any rating of
the Loans a certificate (1) agreeing to indemnify the Lenders and their
Affiliates and related funds, any of the Rating Agencies, or any party
providing credit support or otherwise participating in the Securitization
(collectively, the “Securitization Parties”)
for any losses, claims, damages or liabilities to which the Lenders, their
Affiliates or related funds or such Securitization Parties may become subject
insofar as such losses, claims, damages or liabilities arise out of or are
based upon any untrue statement of a material fact contained in this Credit
Agreement, any other Loan Document, any other Acquisition Agreement or any
other Station Agreement or in any writing delivered by or on behalf of any Loan
Party to the Lenders pursuant to this Credit Agreement or arise out of or are
based upon the omission to state therein a material fact required to be stated
therein, or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading (the “Securitization Liabilities”), and such indemnity shall
survive any transfer by the Lenders or their successors or assigns of the
Loans; and (2) agreeing to reimburse the Lenders and their Affiliates and
related funds and the other Securitization Parties for any legal or other
expenses reasonably incurred by such Persons in connection with defending the
Securitization Liabilities.


 


[Remainder
of page intentionally left blank]


 


128





















 


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


 


 


	
  PARENT:

  	
   

  
	
   

  	
   

  
	
   

  	
  MALARA BROADCAST GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
  Name:  Anthony C. Malara

  
	
   

  	
   

  	
  Title:  President

  



 


S-2





















 


	
  DULUTH BORROWERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  MALARA BROADCAST GROUP OF DULUTH

  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
  Name:  Anthony C. Malara

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  MALARA BROADCAST GROUP OF DULUTH

  LICENSEE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
  Name:  Anthony C. Malara

  
	
   

  	
   

  	
  Title:  President

  



 


S-3





















 


	
  FORT WAYNE BORROWERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  MALARA BROADCAST GROUP OF FORT

  WAYNE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
  Name:  Anthony C. Malara

  
	
   

  	
   

  	
  Title:  President

  
	
   

  	
   

  	
   

  
	
   

  	
  MALARA BROADCAST GROUP OF FORT

  WAYNE LICENSEE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
  Name:  Anthony C. Malara

  
	
   

  	
   

  	
  Title:  President

  



 


S-4





















 


	
  ADMINISTRATIVE AGENT:

  	
   

  
	
   

  	
   

  
	
   

  	
  D.B. ZWIRN SPECIAL OPPORTUNITIES

  FUND, L.P.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A. Gruss

  
	
   

  	
   

  	
  Name:  Perry A. Gruss

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


S-5





















 


	
  LENDERS:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DRESDNER
  BANK AG NEW YORK AND

  GRAND CAYMAN BRANCHES,

  as Syndication Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Haughney

  
	
   

  	
   

  	
  Name:  Brian Haughney

  
	
   

  	
   

  	
  Title:  Director

  



 


 


	
   

  	
  By:

  	
  /s/ Brian Smith

  
	
   

  	
   

  	
  Name:  Brian Smith

  
	
   

  	
   

  	
  Title:  Managing Director

  



 


S-6





















 


	
   

  	
   

  
	
   

  	
  BERNARD NATIONAL LOAN 

  INVESTORS, LTD., 
a company
  organized under the laws 

  of the Cayman Islands,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Perry A. Gruss

  
	
   

  	
   

  	
  Name:  Perry A. Gruss

  
	
   

  	
   

  	
  Title:  Director

  



 


S-7