BORROWER SHALL
PAY (I) TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF THE LENDERS WITH
REVOLVING FACILITY COMMITMENTS, A PER ANNUM LETTER OF CREDIT FEE EQUAL TO THE
EURODOLLAR MARGIN, IN EFFECT FROM TIME TO TIME (THE "LETTER OF CREDIT FEE") AND
(II) TO THE ISSUING BANK, FOR SUCH BANK'S OWN ACCOUNT A FEE OF 0.25% PER ANNUM
(THE "FRONTING FEE").
THE LETTER OF CREDIT FEE AND THE FRONTING FEE SHALL BE
CALCULATED ON THE AMOUNT AVAILABLE FOR DRAWING UNDER ANY LETTER OF CREDIT FROM
TIME TO TIME AND SHALL BE PAYABLE IN ARREARS ON EACH PAYMENT DATE AND ON THE
REVOLVING FACILITY TERMINATION DATE FOR SO LONG AS ANY LETTER OF CREDIT IS
OUTSTANDING.
THE BORROWER SHALL ALSO PAY TO THE ISSUING BANK ISSUANCE, PAYMENT,
AMENDMENT AND EXTENSION CHARGES IN THE AMOUNTS AND AT THE TIMES AS AGREED
BETWEEN THE BORROWER AND THE ISSUING BANK.
26
SECTION 2.06
Optional Termination or Reduction of
Commitments.
The Borrower may, upon at least three Domestic Business Days'
notice to the Administrative Agent, (i) terminate the Revolving Facility
Commitments if no Revolving Advances or Letter of Credit Obligations are
outstanding at such time or (ii) ratably reduce from time to time, by an
aggregate amount of $500,000 or any larger multiple of $100,000, the aggregate
amount of the Revolving Facility Commitments in excess of the aggregate
outstanding principal amount of the Revolving Advances and Letter of Credit
Obligations.
SECTION 2.07
Mandatory Termination of Commitments and
Repayment of Advances; Offers to Repay.
(A)
THE TERM LOAN COMMITMENTS SHALL EXPIRE AT
5:00 PM ON THE EFFECTIVE DATE.
(B)
THE REVOLVING FACILITY COMMITMENTS SHALL
TERMINATE ON THE REVOLVING FACILITY TERMINATION DATE, AND ANY REVOLVING FACILITY
ADVANCES THEN OUTSTANDING (TOGETHER WITH ACCRUED INTEREST THEREON) SHALL BE DUE
AND PAYABLE ON SUCH DATE.
(C)
IN THE EVENT THAT THE AGGREGATE AMOUNT OF
THE REVOLVING FACILITY COMMITMENTS IS REDUCED TO AN AMOUNT LESS THAN THE
AGGREGATE AMOUNT OF LETTER OF CREDIT OBLIGATIONS AT SUCH TIME IN RESPECT OF ALL
LETTERS OF CREDIT, THE BORROWER HEREBY AGREES THAT IT SHALL FORTHWITH, WITHOUT
ANY DEMAND OR TAKING OF ANY OTHER ACTION BY THE MAJORITY LENDERS OR THE
ADMINISTRATIVE AGENT, PAY TO THE ADMINISTRATIVE AGENT AN AMOUNT IN IMMEDIATELY
AVAILABLE FUNDS EQUAL TO THE DIFFERENCE TO BE HELD AS SECURITY FOR THE LETTER OF
CREDIT OBLIGATIONS FOR THE BENEFIT OF ALL LENDERS PURSUANT TO ARRANGEMENTS
SATISFACTORY TO THE AGENT AND THE LENDERS.
(D)
(I)
WITHIN 360 DAYS AFTER ANY ASSET SALE,
THE BORROWER MAY ELECT TO APPLY THE NET PROCEEDS FROM SUCH ASSET SALE TO MAKE AN
INVESTMENT IN, OR ACQUIRE ASSETS DIRECTLY RELATED TO, THE TELEVISION
BROADCASTING BUSINESS, WHICH INVESTMENTS OR ACQUIRED ASSETS SHALL BE PLEDGED TO
THE COLLATERAL AGENT FOR ITS BENEFIT AND FOR THE BENEFIT OF THE OTHER SECURED
PARTIES IN ACCORDANCE WITH THE SECURITY AGREEMENT.
PENDING THE FINAL
APPLICATION OF ANY SUCH NET PROCEEDS, THE BORROWER MAY TEMPORARILY REDUCE
REVOLVING ADVANCES.
ANY NET PROCEEDS FROM AN ASSET SALE NOT APPLIED OR INVESTED
AS PROVIDED IN THE FIRST