INTRODUCTORY STATEMENT Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
Introductory Matters A. The above recitals are true and correct and are incorporated herein; and B. The Parties have had the opportunity to obtain legal counsel of their choice; and C. The Parties acknowledge and agree that this settlement is a compromise of D. Except as otherwise provided herein, the 2014 Agreement shall take effect on the effective date and expire on September 30, ten calendar years after the effective date; and E. The 2014 Agreement supersedes and replaces all prior settlement agreements between the Parties and all amendments thereto; and F. Upon the approval of the 2014 Agreement by both the JPFPF and the City (inclusive of City Council and the Mayor), the provisions of the 2014 Agreement shall be incorporated into a consent judgment in the case of ▇▇▇▇▇▇▇ ▇▇▇▇, et al vs. City of Jacksonville, et al., Case No.: 3:13-cv-121-J-34MCR. The Federal court shall retain jurisdiction for the enforcement of the Agreement and the resolution of any disputes arising thereafter. The Parties acknowledge the Court’s power to enforce the 2014 Agreement, and move for the Court to provide an annual review of the Parties’ compliance with the Agreement’s terms. To the extent that the Court declines the annual review obligation, the parties agree to meet and choose a mutually acceptable judge, attorney or special master to serve in this monitoring role; and G. The City of Jacksonville shall withdraw the impasse notices before the Florida Public Employees Relations Commission (PERC) related to past pension negotiations with the Fraternal Order of Police, Lodge 5-30 (Case SM-2012-078) and the Jacksonville Association of Fire Fighters, Local 122 (Case SM-2012-092).
Introductory Period Employees will be hired into a six (6) month introductory period for the first six (6) months of continuous employment. An employee will become a regular employee after successful completion of the introductory period. An employee removed from the introductory period will not have recourse to the grievance procedure to contest the removal.
PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing ▇▇▇▇▇▇▇▇ Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Introductory Chase Manhattan Bank USA, National Association, a national banking association (the "Bank"), proposes to form Chase Manhattan Auto Owner Trust 200_-_ (the "Trust") to sell $___________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates"), each representing a fractional undivided interest in the Trust. The assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 200_ (the "Cut-off Date") was equal to $[______________]. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement to be dated as of _________ __, 200_ (as amended and supplemented from time to time, the "Trust Agreement"), between the Bank and ____________, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $_____________ aggregate principal amount of Class A-1 ____% Asset Backed Notes (the "Class A-1 Notes"), $_____________ aggregate principal amount of Class A-2 ____% Asset Backed Notes (the "Class A-2 Notes"), $_____________ aggregate principal amount of Class A-3 ____% Asset Backed Notes (the "Class A-3 Notes") and $_____________ aggregate principal amount of Class A-4 ____% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"), pursuant to the Indenture to be dated as of __________ __, 200_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and _________________, _____________, as indenture trustee (the "Indenture Trustee"), which will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Bank and the underwriters named therein (the "Note Underwriters"). The Notes and the Certificates are sometimes referred to collectively herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement to be dated as of ____________ __, 200_ (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), between the Trust and the Bank, as Seller and Servicer. This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several underwriters named in Schedule I hereto (the "Underwriters"), for whom _______________ is acting as representative (the "Representative").