Amendment to Section 5 Clause Samples

Amendment to Section 5. 1. Section 5.1 of the Agreement is hereby amended to read as follows:

Amendment to Section 5. 13. Section 5.13 of the Note is amended to read in its entirety as follows:

Amendment to Section 5. 21. Section 5.21 of the Credit Agreement hereby is amended by deleting it in its entirety and substituting the following therefor:

Amendment to Section 5. 5. Section 5.5 of the Agreement is hereby amended by deleting it in its entirety and replacing it with the text that follows so that, as amended, Section 5.1 of the Agreement shall read as follows:

Amendment to Section 5. 2(f). Section 5.2(f) of the Merger Agreement is hereby deleted in its entirety and replaced in its entirety with the following:

Amendment to Section 5. Section 5.16 of the Credit Agreement hereby is deleted and the following is substituted therefor:

Amendment to Section 5. Section 5 shall be deleted in its entirety and replaced with the following: a. During the Service Period, Executive shall be paid by the Company an annual base salary of Three Hundred Ninety Eight Thousand Dollars ($398,000) (“Base Salary”), payable in accordance with the Company’s normal payroll practices. The Base Salary shall be reviewed by the Compensation Committee of the Board of Parent (“Compensation Committee”) no less often than once each calendar year and may be increased, but not decreased, based upon such a review. b. With respect to the portion of the Service Period commencing on January 1, 2010, Executive shall be eligible to receive, in addition to the Base Salary described above, an annual bonus payment (a “Performance Bonus”) in an amount up to Two Hundred Ten Thousand Dollars ($210,000) for such year (a “Performance Bonus Amount”) to be determined by December 31, 2010, and thereafter, the last day of each calendar year during the Service Period, or as soon thereafter as practicable, but in no event later than March 15 of the subsequent calendar year, as follows: (i) Solely with respect to calendar year 2010, Executive shall be eligible to receive a bonus payment calculated as set forth in this paragraph (i) using a baseline bonus amount equal to sixty percent (60%) of the Performance Bonus Amount (the “2010 Results Bonus Base Amount”). The amount of the bonus awarded to Executive, if any, under this paragraph (i) shall be an amount calculated as a percentage of the 2010 Results Bonus Base Amount (the “2010 Results Bonus Percentage”). The 2010 Results Bonus Percentage shall be the percentage set forth on Schedule 5(b)(2010) hereto that corresponds to the respective percentage by which Parent has achieved the approved budgeted EBITDA established by the Board of Parent for 2010. (ii) Solely with respect to calendar year 2010, Executive shall be eligible to receive a bonus payment in an amount up to forty percent (40%) of the Performance Bonus Amount, which bonus payment, if any, shall be determined in the sole discretion of the President and CEO of the LIN Companies and the Compensation Committee, based upon such factors as each may determine to be relevant, which may include the performance of the LIN Companies and Executive, general business conditions, and the relative achievement by Executive or the LIN Companies of any goals established by the President and CEO, the Board of Parent or the Compensation Committee.”

Amendment to Section 5. Section 5 of the Note Agreement shall be and is hereby amended by the addition thereto of a new subsection 5.18 to read as follows:

Amendment to Section 5. 9. Section 5.9 is hereby amended in its entirety to read as follows: