OR ANY MEMBER OF THE GRANITE GROUP;
(XIX)
ANY OR ALL OF THE DEBTORS' EXCLUSIVE PERIODS (AS PROVIDED FOR IN
SECTION 1121 OF THE BANKRUPTCY CODE) TO (A) FILE A PLAN OF REORGANIZATION OR (B)
SOLICIT ACCEPTANCES THEREOF ARE TERMINATED OR EXPIRE;
(XX)
ANY NON-DEBTOR SUBSIDIARY WHICH BECOMES A DEBTOR UNDER THE
BANKRUPTCY CODE FILES A PLAN (OTHER THAN THE PLAN) WITHOUT SILVER POINT CONSENT;
(XXI)
FAILURE TO PAY IN A TIMELY MANNER THE FEES AND EXPENSES OF THE
SILVER POINT ENTITIES INCURRED IN CONNECTION WITH THIS AGREEMENT, THE PLAN AND
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY;
(XXII)
THE BANKRUPTCY COURT GRANTS RELIEF THAT IS INCONSISTENT WITH THE
PLAN AND MATERIALLY ADVERSE TO THE SILVER POINT ENTITIES, INCLUDING, WITHOUT
LIMITATION, THE TERMINATION, ANNULMENT, OR MODIFICATION OF THE AUTOMATIC STAY
(AS SET FORTH IN SECTION 362 OF THE BANKRUPTCY CODE) WITH REGARD TO ANY MATERIAL
ASSETS OF ANY MEMBER OF THE GRANITE GROUP;
10
(XXIII)
THERE SHALL HAVE OCCURRED, DIRECTLY OR INDIRECTLY, AFTER THE DATE
HEREOF AND BEFORE THE EFFECTIVE DATE OF THE PLAN, ANY MATERIAL ADVERSE CHANGE
(AS DEFINED BELOW).
A "MATERIAL ADVERSE CHANGE" SHALL MEAN ANY MEMBER OF THE
GRANITE GROUP SHALL HAVE SUFFERED ANY LOSS, INCLUDING, WITHOUT LIMITATION, ANY
DAMAGE, DESTRUCTION OR INTERRUPTION IN USE, OF ANY OF ITS PROPERTIES, FACILITIES
OR ASSETS, WHICH HAS HAD OR WOULD REASONABLY BE EXPECTED TO HAVE AN ADVERSE
EFFECT ON SUCH MEMBER OF THE GRANITE GROUP (TAKING INTO ACCOUNT THE AVAILABILITY
OF ANY INSURANCE COVERAGE FOR SUCH LOSS) WHICH COULD BE EXPECTED TO RESULT IN AN
ECONOMIC LOSS (INCLUDING, WITHOUT LIMITATION, BY WAY OF A DIMINUTION IN VALUE,
PROFITS, CASH FLOW OR OTHERWISE) IN EXCESS OF $10 MILLION IN THE AGGREGATE AND
CUMULATIVELY, AND ANY SUCH MATERIAL ADVERSE CHANGE IS NOT CURED WITHIN FIVE (5)
DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM SILVER POINT FINANCE OF SUCH CHANGE;
(XXIV)
THE GRANITE GROUP'S BROADCAST CASH FLOW FOR THE THREE MONTH PERIOD
ENDING ON THE LAST DAY OF EACH MONTH COMMENCING WITH THE MONTH ENDED DECEMBER
31, 2006 THROUGH THE EFFECTIVE DATE OF THE PLAN SHALL BE LESS THAN THE AMOUNT
SET FORTH ON SCHEDULE I ATTACHED HERETO.
FOR PURPOSES OF THIS AGREEMENT,
"BROADCAST CASH FLOW" SHALL MEAN, FOR ANY PERIOD, OPERATING INCOME OR LOSS PLUS
DEPRECIATION AND AMORTIZATION, RESTRUCTURING AND LITIGATION EXPENSES, CORPORATE
EXPENSE, NON-CASH COMPENSATION AND PROGRAM AMORTIZATION, LESS PROGRAM PAYMENTS,
ALL AS DETERMINED ON A CONSOLIDATED BASIS FOR THE MEMBERS OF THE GRANITE GROUP
IN ACCORDANCE WITH GAAP; PROVIDED THAT (A) THERE SHALL BE EXCLUDED (I) THE
BROADCAST CASH FLOW OF ANY ENTITY (OTHER THAN A MEMBER OF THE GRANITE GROUP) IN
WHICH ANY OTHER PERSON OR ENTITY (OTHER THAN A MEMBER OF THE GRANITE GROUP) HAS
A JOINT INTEREST, EXCEPT TO THE EXTENT OF THE AMOUNT OF DIVIDENDS OR OTHER
DISTRIBUTIONS ACTUALLY PAID IN CASH TO A MEMBER OF THE GRANITE GROUP BY SUCH
ENTITY DURING SUCH PERIOD, (II) THE BROADCAST CASH FLOW OF ANY ENTITY ACCRUED
PRIOR TO THE DATE IT BECOMES A SUBSIDIARY OF THE COMPANY