Lines of Business
98
103
Section 7.07
Investments
99
104
Section 7.08
Restricted Payments
100
105
Section 7.09
Transactions with Affiliates
103
108
Section 7.10
Restrictive Agreements
103
108
Section 7.11
First Lien Indebtedness Ratio
103
108
Section 7.12
Certain Other Indebtedness
103
109
Section 7.13
Modifications of Certain Documents
104
109
Section 7.14
License Subsidiaries
104
109
Section 7.15
[Reserved]
105
110
Section 7.16
Limitation on Cure Rights
105
110
Section 7.17
Sale and Leaseback Transactions
105
110
Section 7.18
Covenants Applicable to Holding Company
105
110
Section 7.19
Hedging Agreements
106
111
ARTICLE VIII EVENTS OF DEFAULT
106
111
ARTICLE IX THE ADMINISTRATIVE AGENT
110
116
ARTICLE X MISCELLANEOUS
115
120
Section 10.01
Notices
115
120
Section 10.02
Waivers; Amendments
116
122
Section 10.03
Expenses; Indemnity; Damage Waiver
118
124
Section 10.04
Successors and Assigns
119
125
Section 10.05
Survival
122
128
Section 10.06
Counterparts; Integration; Effectiveness
122
128
Section 10.07
Severability
122
128
Section 10.08
Right of Setoff
122
128
Section 10.09
Governing Law; Jurisdiction; Consent to Service of Process
123
129
Section 10.10
WAIVER OF JURY TRIAL
123
129
Section 10.11
Headings
124
130
Section 10.12
Confidentiality
124
130
Section 10.13
Cure of Defaults by the Administrative Agent or the Lenders
125
131
Section 10.14
USA PATRIOT Act
125
131
Section 10.15
Effect of Amendment and Restatement
125
131
Section 10.16
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
131
131
SCHEDULE 1.01(a)
Revolving Commitments
SCHEDULE 1.01(b)
Term Loan Commitments
SCHEDULE 1.01(c)
Contract Stations
SCHEDULE 1.01(d)
Non-Television Entity Notes
SCHEDULE 1.01(e)
Owned Stations
SCHEDULE 2.04(a)
Existing Letters of Credit
SCHEDULE 4.01
Organization; Powers
SCHEDULE 4.06(a)
Litigation
SCHEDULE 4.06(b)
Environmental Matters
SCHEDULE 4.13(b)
Existing Liens
SCHEDULE 4.14(a)
Subsidiaries
SCHEDULE 4.14(b)
Existing Investments
SCHEDULE 4.15
Broadcast Licenses
SCHEDULE 4.17
Filing Offices
SCHEDULE 7.01(b)
Existing Indebtedness
SCHEDULE 7.05
Dispositions
SCHEDULE 7.08(c)
Certain Holding Company Investments
SCHEDULE 7.10
Restrictive Agreements
EXHIBIT A
[Reserved]
EXHIBIT B-1
Form of Borrower Subsidiary Joinder Agreement
EXHIBIT B-2
Form of SBG Subsidiary Joinder Agreement
EXHIBIT C
Form of Assignment and Assumption
EXHIBIT D
[Reserved]
EXHIBIT E
[Reserved]
EXHIBIT F
[Reserved]
EXHIBIT G-1
Form of Term Loan Lender Addendum
EXHIBIT G-2
Form of Revolving Lender Addendum
EXHIBIT H
Form of Election Notice
i
SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31,
2014 (as amended, restated, supplement, or otherwise modified from time to time,
this "Agreement") among SINCLAIR TELEVISION GROUP, INC., a Maryland corporation
(the "Borrower"), the GUARANTORS party hereto, the LENDERS party hereto, ROYAL
BANK OF CANADA, as syndication agent (the "Syndication Agent"), WELLS FARGO
BANK, NATIONAL ASSOCIATION, SUNTRUST BANK, and DEUTSCHE BANK SECURITIES INC., as
co-documentation agents (the "Co- Documentation Agents") and JPMORGAN CHASE
BANK, N.A., as administrative agent (the "Administrative Agent").
RECITALS
WHEREAS, the Borrower, Sinclair Broadcast Group, Inc., a Maryland corporation
(the "Holding Company") and the Subsidiary Guarantors are parties to the Fifth
Amended and Restated Credit Agreement dated as of April 9, 2013 (as heretofore
modified and supplemented and in effect on the Sixth Restatement Effective