Incremental Facility Amendment No. 2 to credit agreement AND INCREMENTAL JOINDER AGREEMENT

Incremental Facility Amendment No. 2
to credit agreement AND INCREMENTAL JOINDER AGREEMENT

Incremental FACILITY AMENDMENT NO. 2 TO CREDIT agreement AND INCREMENTAL JOINDER AGREEMENT, dated as of December 19, 2014 (this “Agreement”), among MEDIA GENERAL, INC. (f/k/a MERCURY NEW HOLDCO, INC.), a Virginia corporation (“Holdings”), MGOC, INC., (f/k/a MEDIA GENERAL, INC.), a Virginia corporation (“MGOC”), LIN Television Corporation, a Delaware corporation (“LIN” and, together with MGOC, the “Borrowers” and each, a “Borrower”), each other Loan Party party hereto, ROYAL BANK OF CANADA (acting through one or more of its branches or any Affiliate thereof, collectively, “Royal Bank”), as Administrative Agent (in such capacity, the “Administrative Agent”), the term B loan lenders party hereto (collectively, the “Incremental Term B Lenders” and individually, an “Incremental Term B Lender”) and the revolving credit lenders party hereto (collectively, the “Incremental Revolving Lenders” and individually, an “Incremental Revolving Lender”; and, together with the Incremental Term B Lenders, the “Incremental Lenders”). Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement referred to below.

RECITALS:

WHEREAS, the Borrowers, the Lenders party thereto and Royal Bank as Administrative Agent entered into that certain Credit Agreement, dated as of July 31, 2013 (as amended, restated, supplemented, or otherwise modified from time to time immediately prior to the effectiveness of this Agreement, including as amended and restated by Amendment No. 1 to Credit Agreement, dated as of April 15, 2014, as amended by Amendment No. 2 to Credit Agreement, dated as of October 28, 2014 and as amended by Amendment No. 3 to Credit Agreement, dated as of November 7, 2014, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Agreement and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

WHEREAS, pursuant to Section 2.14 of the Credit Agreement, the Borrower Representative has requested (i) Incremental Term B Loans in an aggregate principal amount of $825,000,000.00 (the “Term B-2 Loans” and (ii) Incremental Revolving Increases in an aggregate principal amount of $90,000,000.00 to be added to the existing Revolving Credit Commitments under the Credit Agreement on terms identical to the existing Revolving Credit Facility (the “New Revolving Credit Commitments” and the loans thereunder, the “New Revolving Loans” and, together with the Term B-2 Loans, the “New Loans”), which will be available on the Effective Date (as defined below);

WHEREAS, each Incremental Term B Lender is willing to make the Term B-2 Loans in the amounts set forth opposite such lender’s name in Schedule 2.01(b) hereof (the “Term B-2 Loan Commitments”) and each Incremental Revolving Lender is willing to make the New Revolving Credit Commitments available to the Borrower Representative in the amounts set forth opposite such lender’s name in Schedule 2.01(b) hereof (the “New Revolving Credit Commitments” and, together with the Term B-2 Loan Commitments, the “New Commitments”), in each case on the terms and subject to the conditions set forth herein and in the Credit Agreement;

WHEREAS, this Agreement shall constitute an Incremental Facility Amendment as set forth in Section 2.14(c) of the Credit Agreement and the Incremental Joinder Agreement referenced in the Credit Agreement;

WHEREAS, the Borrowers wish to make certain amendments to the Existing Credit Agreement and the Guaranty Agreement in connection with the incurrence of the New Loans as set forth herein;

WHEREAS, Section 10.01 of the Existing Credit Agreement permits any Loan Document (including the Guaranty Agreement) to be amended with the consent of the Administrative Agent and the Borrowers but without the consent of any Lender in order to (i) effect the provisions of Section 2.14 and/or (ii) cure any obvious error or any error or omission and/or (iii) cause such Guaranty Agreement to be consistent with the Credit Agreement and the other Loan Documents. In accordance with Sections 2.14 and 10.01 of the Existing Credit Agreement, the Borrower Representative and the Administrative Agent have agreed to amend the Existing Credit Agreement and the Guaranty Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1.     Joinder. By this reference, effective upon (i) the Effective Date (immediately after effectiveness of the New Media Merger) and (ii) the execution and delivery by LIN of this Agreement, LIN will become a co-borrower in respect of the Revolving Credit Facility and in connection therewith hereby (i) expressly assumes all obligations and liabilities of a Borrower under the Revolving Credit Facility and (ii) acknowledges, agrees and confirms that it shall be fully bound by, and subject to, all of the covenants, terms, obligations (including, without limitation, all payment obligations) and conditions of the Credit Agreement and the other Loan Documents which are applicable to it in its capacity as a Borrower under the Revolving Credit Facility as though originally party to the Credit Agreement and each such other Loan Document in such capacity. Each party hereto acknowledges and agrees that, from and after the Effective Date (immediately after effectiveness of the New Media Merger) and the execution and delivery by LIN of this Agreement, each reference in the Credit Agreement and the other Loan Documents to a “Borrower”, the “Borrowers” or the “Co-Borrower” under the Revolving Credit Facility shall be deemed to include LIN. Each Borrower acknowledges and agrees that each shall have joint and several liability in respect of all Obligations under this Agreement, the Credit Agreement and under all other Loan Documents to which any Borrower is a party, in each case in accordance with Section 10.23 of the Credit Agreement.

SECTION 2.     Amendments to Existing Credit Agreement. The Existing Credit Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 7 of this Agreement, hereby amended as follows:

(a)     Schedule 2.01 of the Existing Credit Agreement is amended and supplemented by adding thereto the New Commitments hereunder of the Incremental Lenders party hereto as set forth on Schedule 2.01(b) hereto.

(b)     Pursuant to Section 2.14 of the Existing Credit Agreement, upon the funding of the Term B-2 Loans on the Effective Date, such New Loans shall automatically and without further action by any Person constitute additional Term B Loans for all purposes of the Credit Agreement and the other Loan Documents, having the same terms as the Term B Loans made on the Initial Draw Date and under Incremental Facility Amendment No. 1 to Credit Agreement, except as otherwise provided in Section 4 below or as otherwise expressly set forth in the Credit Agreement.

(c)     The Term B-2 Loan Commitments provided for hereunder shall terminate on the Effective Date immediately upon the borrowing of the Term B-2 Loans pursuant to Section 6 below.

(d)     If the Term B-2 Loans are initially funded as Eurodollar Loans, on the Effective Date there shall commence an initial Interest Period with respect to the Term B-2 Loans that shall end on the last day of the Interest Period applicable to the existing Term B Loans that are in effect immediately prior to the Effective Date.

(e)     Pursuant to Section 2.14 of the Existing Credit Agreement, upon the effectiveness of the New Revolving Credit Commitments on the Effective Date, the New Revolving Credit Commitments shall automatically and without further action by any Person constitute additional Revolving Credit Commitments (and shall have all the same terms as the Revolving Credit Commitments) and any loans made with respect thereto shall automatically and without further action by any Person constitute additional Revolving Credit Loans (and shall have the same terms as the Revolving Credit Loans) for all purposes of the Credit Agreement and the other Loan Documents.

(f)     Pursuant to Section 2.14 of the Existing Credit Agreement, upon the effectiveness of the Incremental Revolving Increase, each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations under the Credit Agreement in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations under the Credit Agreement in Letters of Credit and (B) participations under the Credit Agreement in Swing Line Loans held by each Revolving Credit Lender (including each such Incremental Revolving Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Commitment. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Credit Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

SECTION 3.     Implementing, Technical and Corrective Amendments to Existing Credit Agreement. Pursuant to Section 1 of Amendment No. 1 and Sections 2.14 and 10.01 of the Existing Credit Agreement, the Existing Credit Agreement is, as of the Effective Date, amended as set forth in Exhibit A hereto to delete the stricken text therein (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text therein (indicated textually in the same manner as the following example: double-underlined text), including, without limitation, the Schedules to be updated as of the Acquisition Effective Date and/or relevant Determination Date, which Schedules are attached to such Exhibit A with deletions and additions indicated as aforesaid.

SECTION 4.     Amendment to Guaranty Agreement. The Guaranty Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 7 of this Agreement, hereby amended by (a) replacing the “.” at the end of clause (f) of Section 4 thereof with “; or” and (b) adding the following new clause (g) at the end of Section 4 thereof: “(g) except for termination of a Guarantor’s obligations hereunder as provided in Section 18, invalidity, illegality or unenforceability of the Obligations or any other circumstance that might constitute a defense of any Guarantor.”

SECTION 5.     New Loans.     Pursuant to Section 2.14(b)(x) of the Credit Agreement, the terms of the New Loans shall be as follows:

(a)     The “Applicable Rate” for the Term B-2 Loans shall be the same as the Applicable Rate for the Term B-1 Loans.

(b)     The “Maturity Date” for the Term B-2 Loans will be the same as the Maturity Date applicable to the Term B-1 Loans (which, for the avoidance of doubt, is July 31, 2020).

(c)     Subject to adjustment as a result of the application of prepayments in accordance with Section 2.05 of the Credit Agreement, in each case, solely to the extent of any such amounts applied to the prepayment of the Term B-2 Loans, the Term B-2 Loans shall be due and payable, and the applicable Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Term B Lenders quarterly on the last Business Day of each month of March, June, September and December occurring until the Maturity Date, commencing with the first such payment due and payable on the end of the first full fiscal quarter ending after the Effective Date an amount equal to 0.25% of the aggregate outstanding principal amount of all Term B-2 Loans made by all Incremental Term B Lenders under the Credit Agreement; provided, however, that (i) the final principal repayment installment of the Term B-2 Loans shall be due and payable on the Maturity Date applicable to the Term B Loans and in any event shall be in an amount equal to the aggregate principal amount of all Term B-2 Loans outstanding on such date and (ii) the Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the Term B-2 Loans are included in each repayment of Term B Loans on a pro rata basis.

(d)     For the avoidance of doubt, the aggregate principal amount of the Term A Loans and Term A Commitments on the Acquisition Effective Date shall be $0.

(e)     Notwithstanding anything to the contrary in this Amendment or the Credit Agreement, (i) an Event of Default arising under Section 7.10(a) of the Credit Agreement shall not constitute an Event of Default for purposes of any Term B-2 Loans unless and until the Required Revolving Credit Lenders have actually terminated the Revolving Credit Commitments and declared all Revolving Credit Loans to be immediately due and payable in accordance with the Credit Agreement and such declarations have not been rescinded and (ii) only the consent of the Required Revolving Credit Lenders shall be necessary to (and only the Required Revolving Credit Lenders shall have the ability to) amend (including replacement or elimination thereof) or waive the terms and provisions of Sections 7.10(a) and 8.05 of the Credit Agreement (or the defined terms to the extent used therein but not as used in any other Section of the Credit Agreement).

(f)     The proceeds of the New Loans shall be used in a manner consistent with the uses set forth in Schedule A (“Transaction Description – New Media Merger”) attached to Exhibit A hereto and for working capital and other general corporate purposes.

(g)     With respect to the aggregate principal amount of Term Loans prepaid by or at the direction of the Borrower Representative in any fiscal year pursuant to Section 2.05(b)(i) of the Credit Agreement (the “Annual Actual ECF Amount”), until such time as the Minimum Aggregate ECF Prepayment Trigger has occurred: (i) the Borrower Representative shall cause the Annual Actual ECF Amount in each fiscal year to be no less than the Minimum Annual ECF Prepayment Amount for such applicable fiscal year of the Borrower Representative and (ii) no Term B-2 Lender may decline prepayments made pursuant to Section 2.05(b)(i) of the Credit Agreement or the foregoing clause (i) until the Minimum Annual ECF Prepayment Amount shall have been prepaid for such fiscal year, and any Declined Proceeds by Term B-1 Lenders in respect of the foregoing shall be applied to repay the other Term Loans on a ratable basis.

SECTION 6.     Incremental Lenders.

(a)     Each Incremental Term B-2 Lender party hereto hereby acknowledges and agrees that it has a Term B-2 Loan Commitments in the amount set forth opposite such Incremental Lender’s name on Schedule 2.01(b) to this Agreement and agrees to severally make to the applicable Borrower Term B-2 Loans on the Effective Date, in an aggregate amount not in excess of such Incremental Lender’s Term B-2 Loan Commitments hereunder. Amounts prepaid or repaid in respect of Term B-2 Loans may not be reborrowed.

(b)     Each Incremental Revolving Lender party hereto hereby acknowledges and agrees that it has a New Revolving Credit Commitment in the amount set forth opposite such Incremental Revolving Lender’s name on Schedule 2.01(b) to this Agreement and agrees to make such commitments available to the Borrowers on and after the Effective Date subject to the terms and conditions of the Credit Agreement and each Incremental Revolving Lender party hereto agrees to severally make New Revolving Loans to the applicable Borrower from time to time on and after the Effective Date, in accordance with the terms and conditions of the Credit Agreement, in an aggregate amount not in excess of such Incremental Lender’s New Revolving Credit Commitment hereunder.

(c)     From and after the Effective Date, (i) each Incremental Lender shall be a Term B Lender or Revolving Credit Lender, as applicable, for all purposes under the Credit Agreement and the other Loan Documents, (ii) the New Commitment of each Incremental Lender party hereto shall be a Term B Commitment or Revolving Credit Commitment, as applicable, for all purposes under the Credit Agreement and the other Loan Documents and (iii) the New Loans of each Incremental Lender shall be Term B Loans or Revolving Credit Loans, as applicable, for all purposes under the Credit Agreement and the other Loan Documents.

SECTION 7.     Conditions to Effectiveness. This Agreement shall become effective on the first date (the “Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein; and the obligations of the Incremental Lenders party hereto to make Term B-2 Loans or extend New Revolving Credit Commitments, as applicable, are subject to each of the applicable conditions set forth below having been satisfied (or waived) in accordance with the terms therein:

(a)     this Agreement shall have been executed and delivered by Holdings, the Borrowers, the other Loan Parties, the Administrative Agent and Incremental Lenders representing 100% of the New Commitments;

(b)     the conditions set forth in Section 4.01 of the Credit Agreement shall have been satisfied and shall be incorporated herein by reference.

(c)     prior to and after giving effect to this Agreement, (a) the representations and warranties of the Borrowers and each other Loan Party contained in the Credit Agreement and each other Loan Document (including in Section 8 hereof) shall be true and correct in all material respects on and as of the date hereof; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (b) no Default shall exist, or would result on the Effective Date before or after giving effect to the effectiveness of this Agreement.

(d)     no Event of Default shall have occurred and be continuing or shall result upon the Effective Date.

(e)     in accordance with Section 2.14 of the Credit Agreement, after giving Pro Forma Effect to the incurrence of the New Loans and New Revolving Credit Commitments on the Effective Date (assuming that the New Revolving Credit Commitments are drawn in full and excluding the cash proceeds of such New Loans and New Revolving Credit Commitments) and after giving effect to the New Media Merger, Holdings is in compliance (on a Pro Forma Basis) with the Financial Covenant as of the end of the most recent Test Period (as if the incurrence of such New Loans and New Revolving Credit Commitments had occurred on the first day of such Test Period).

(f)     The Term B-2 Loans and New Commitments shall have been incurred in compliance with the terms of Section 2.14 of the Credit Agreement.

(g)     the Administrative Agent shall have received a certificate dated as of the Effective Date and executed by a Responsible Officer of the Borrower Representative as to the matters set forth in Sections 7(d),(e),(f) and (g) above, and Section 16 below.

SECTION 8.     Representations and Warranties. (a) Each Loan Party hereby represents and warrants, on and as of the Effective Date, that the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date, before and after giving effect to this Agreement, as though made on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date.

(a)     Each Loan Party represents and warrants, on and as of the Effective Date, that: (i) it has the requisite power to execute and deliver this Agreement, and all corporate or other action required to be taken by it for the due and proper authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby has been duly and validly taken; (ii) this Agreement has been duly authorized, executed and delivered by it; and (iii) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery of this Agreement except for such actions, consents, approvals, registrations or filings, the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect.

(b)     Each Loan Party hereby acknowledges that it has been provided with a copy of each of the Existing Credit Agreement and the other Loan Documents.

(c)     Each Loan Party hereby represents and warrants that, on and as of the Effective Date, no event has occurred and is continuing that constitutes a Default.

SECTION 9.     Expenses. Each of the Loan Parties hereby reconfirms its respective obligations pursuant to Section 10.04 of the Credit Agreement to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with this Agreement.

SECTION 10.     Consent and Affirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Agreement, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Agreement or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Agreement. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the validity, perfection and priority of existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue unimpaired with the same priority to secure the obligations of the Loan Parties under the Existing Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and in the case of any Guarantor, its Guarantee of the Obligations, as and to the extent provided in the Loan Documents, shall continue in full force and effect.

SECTION 11.     Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except in accordance with Section 10.01 of the Credit Agreement.

SECTION 12.     Entire Agreement. This Agreement, the Credit Agreement, and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Existing Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the Credit Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Existing Credit Agreement as amended hereby and that this Agreement is a Loan Document and an Incremental Facility Amendment. This Agreement shall not constitute a novation of any amount owing under the Existing Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Existing Credit Agreement and the other Loan Documents shall, to the extent not paid or exchanged on or prior to the Amendment Effective Date, shall continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

SECTION 13.     Governing Law; Waiver of Jury Trial. This agreement shall be governed by, construed and interpreted in accordance with, the laws of the State of New York. Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Agreement or any other Loan Document.

SECTION 14.     Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, to the fullest extent permitted by applicable law, shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 15.     Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 16.     Notice. This Agreement shall constitute the written notice required to be delivered by the Borrower Representative with respect to the New Commitments and New Loans pursuant to Section 2.14(a) of the Credit Agreement. Pursuant to Section 2.14(c) of the Credit Agreement, the Administrative Agent hereby waives the requirement that a certificate of a Responsible Officer of the Borrower Representative be delivered at least 5 Business Days prior to the incurrence of any New Loans, provided that such certificate be delivered on the Effective Date pursuant to Section 7(g) hereof.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first written above.

The signature pages of the participating lenders and the schedule of commitments are on file with the Administrative Agent.

Exhibit A to Incremental Amendment No. 2 to
Credit Agreement

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 31, 2013

as amended November 12, 2013 by
Technical Amendment to Credit Agreement,
and
as amended October 28, 2014 by
Amendment No. 2 to Credit Agreement
and
as amended November 7, 2014 by
Amendment No. 3 to Credit Agreement
and
as amended and restated effective as of December 19, 2014 by
Amendment No. 1 to Credit Agreement dated as of April 15, 2014

among

MGOC, INC. (F/K/A MEDIA GENERAL, INC.) and LIN Television Corporation,
as the Borrowers,

MEDIA GENERAL, INC.,
as New Holdings,

Royal Bank of Canada,
as Administrative Agent, Collateral Agent,
Swing Line Lender and L/C Issuer,

deutsche bank ag new york branch
and
u.s. bank national association
as Co-Syndication Agents

Capital One, n.a.
and
Suntrust bank,
as Co-Documentation Agents

and

The Other Lenders Party Hereto

RBC CAPITAL MARKETS*,
Capital One, N.A.,
Deutsche Bank Securities Inc. ,
SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc.,
and
U.S. Bank National Association
as Joint Lead Arrangers and Joint Book Managers

Bank of America, N.A.,
Barclays Bank Plc,
Citibank, N.A.,
Citizens Bank, N.A.,
Fifth Third Bank,
Mizuho Bank, Ltd.,
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
and
▇▇▇▇▇ Fargo Bank, National Association
as Senior Managing Agents

*     RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

AMENDED AND RESTATED CREDIT AGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2013, and amended and restated as of the Acquisition Effective Date (as hereinafter defined) among MGOC, Inc. (f/k/a Media General, Inc.), a Virginia corporation (the “Borrower Representative”), LIN Television Corporation, a Delaware corporation (“LIN” and, together with the Borrower Representative, the “Borrowers” and each, a “Borrower”), Media General, Inc., a Virginia corporation (“New Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

PRELIMINARY STATEMENTS:

1.     On the Initial Draw Date (as hereinafter defined), the Borrower Representative acquired all of the issued and outstanding equity interests (the “Acquisition”) of New Young Broadcasting Holding Co., Inc. (“Young Broadcasting”) pursuant to an Agreement and Plan of Merger, dated as of June 5, 2013, among the Borrower Representative and General Merger Sub 1, Inc., General Merger Sub 2, Inc., General Merger Sub 3, LLC and Young Broadcasting (such agreement, together with all exhibits, schedules, and disclosure letters thereto, collectively, the “Acquisition Agreement”).

2.     On the Acquisition Effective Date (as hereinafter defined), after giving effect to the transactions set forth in Schedule A hereto, the Borrower Representative will become a direct wholly-owned subsidiary of LIN, which will become a direct or indirect wholly-owned subsidiary of New Holdings.

3.     The Borrower Representative has requested that, concurrently with the Acquisition Effective Date, the applicable Incremental Facilities Lenders extend additional credit to the Borrowers in the form of (a) Term A Loans (as defined in the Incremental Joinder Agreement, the “Term A Loans”) in an initial aggregate principal amount set forth in the Incremental Joinder Agreement (as hereinafter defined), (b) Term B-2 Loans (as defined in the Incremental Joinder Agreement, the “Term B-2 Loans”) in an initial aggregate principal amount set forth in the Incremental Joinder Agreement and (c) Incremental Revolving Increases (the “Acquisition Incremental Revolving Increases”) in an initial aggregate principal amount set forth in the Incremental Joinder Agreement, in each case on the terms and subject to the conditions set forth in the applicable Incremental Joinder Agreement, Amendment No. 1 and Section 4.01 of this Agreement.

4.     The proceeds of the Term B-1 Loans, the Revolving Credit Loans, the Letters of Credit and the Swing Line Loans will be used for the purposes provided herein and the proceeds of the Incremental Facilities will be used as specified in the Incremental Joinder Agreement.

5.     The Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article I
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01     Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Discount” has the meaning specified in Section 2.05(e)(iii).

“Acceptance Date” has the meaning specified in Section 2.05(e)(ii).

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA (determined using the definition of “Consolidated EBITDA” and the other defined terms used therein as if references to New Holdings and the Restricted Subsidiaries therein were to such Acquired Entity or Business and its Subsidiaries or such Converted Restricted Subsidiary and its Subsidiaries, as the case may be) of such Acquired Entity or Business or such Converted Restricted Subsidiary, as determined on a consolidated basis for such Acquired Entity or Business or such Converted Restricted Subsidiary.

“Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Acquisition Agreement” has the meaning provided in the recitals hereto.

“Acquisition Documents” means the Acquisition Agreement and all other agreements and documents relating to the Acquisition, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.

“Acquisition Effective Date” means the date the conditions set forth in Section 4.01 are satisfied or waived in accordance with the terms thereof.

“Acquisition Incremental Revolving Commitment” means commitments of the applicable Incremental Lenders in respect of the Acquisition Incremental Revolving Increase.

“Acquisition Incremental Revolving Increase” has the meaning provided in the recitals hereto.

“Act” has the meaning specified in Section 10.19.

“Additional Lender” has the meaning specified in Section 2.14(c).

“Administrative Agent” means Royal Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.06.

“Administrative Agent Fee Letter” means the letter agreement, dated July 31, 2013, among the Borrower Representative, the Guarantors party thereto and the Administrative Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower Representative and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Lenders.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Transaction” has the meaning specified in Section 7.08.

“Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Aggregate Available Revolving Credit Commitment” means the sum of the Available Revolving Credit Commitments of all Revolving Credit Lenders.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Amendment No. 1” means Amendment No. 1 to this Agreement, dated as of April 15, 2014.

“Amendment No. 1 Commitment Letter” means the commitment letter agreement dated March 21, 2014, among the Borrower Representative and Royal Bank of Canada.

“Amendment No. 1 Fee Letter” means the fee letter agreement dated March 21, 2014, among the Borrower Representative and Royal Bank of Canada.

“Amendment No. 2” means Amendment No. 2 to this Agreement, dated as of October 28, 2014.

“Anti-Money Laundering Laws” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to New Holdings or any of its Subsidiaries related to terrorism financing or money laundering, including any applicable provision of the Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“Applicable Discount” has the meaning specified in Section 2.05(e)(iii).

“Applicable Percentage” means (a) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Initial Draw Date, such Term B Lender’s Term B Commitment at such time, and (ii) thereafter, the aggregate principal amount of such Term B Lender’s Term B Loans and Term B Commitments at such time, (b) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by the aggregate principal amount of such Term A Lender’s Term A Loans and Term A Commitments at such time, (c) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16 and (d) in respect of each Incremental Facility under this Agreement, with respect to any Lender under each such Incremental Facility at any time, the percentage (carried out to the ninth decimal place) of the aggregate Commitments (or Loans, in the case of Incremental Term Loans) in respect of such Incremental Facility represented by such Lender’s Commitment (or Loans, in the case of Incremental Term Loans) at such time. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) in respect of the Revolving Credit Facility, (i) prior to the Acquisition Effective Date, 1.75% per annum for Base Rate Loans and 2.75% per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) on and after the Acquisition Effective Date, 1.50% per annum for Base Rate Loans and 2.50% per annum for Eurodollar Rate Loans and Letter of Credit Fees, (b) in respect of the Term A Facility, as set forth in the Incremental Joinder Agreement, (c) in respect of the Term B-2 Facility, as set forth in the Incremental Joinder Agreement and (d) in respect of the Term B-1 Facility, the applicable percentage per annum set forth below determined by reference to the Consolidated Total Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 2 shall apply in respect of the Term B Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered and certifies that Pricing Level 1 shall apply with respect to the Term B Facility from such date.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

Further, notwithstanding the foregoing, the Applicable Rate in respect of any tranche of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer.

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Applicable Term B Percentage” means with respect to any Term B Lender at any time, such Term B Lender’s Applicable Percentage in respect of the Term B Facility at such time.

“Application Date” has the meaning specified in Section 2.05(d).

“Appropriate Lender” means, at any time, (a) with respect to Commitments of any Class, Lenders that have Commitments with respect to such Class, (b) with respect to Loans of any Class, the Lenders of such Class, (c) with respect to any Letter of Credit, (i) the relevant L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (d) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Arrangers” means, collectively (a) RBC Capital Markets, (b) Capital One, N.A., (c) Deutsche Bank Securities Inc., (d) SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and (e) U.S. Bank National Association in their capacities as joint lead arrangers and joint bookrunners.

“Asset Swap” has the meaning specified in Section 7.05(m).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and acknowledged by the Administrative Agent, substantially in the form of Exhibit E or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent, the Borrower Representative and the applicable Lender or Lenders party thereto.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Auction Manager” means (a) the Administrative Agent (or its designated Affiliate) or (b) any other financial institution or advisor employed by the Borrower Representative (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Voluntary Prepayment pursuant to Section 2.05(e); provided that the Borrower Representative shall not designate the Administrative Agent or any Affiliate of the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent or such Affiliate, as applicable (it being understood that the Administrative Agent shall not, nor shall any Affiliate of the Administrative Agent, be under any obligation to agree to act as the Auction Manager); provided, further, that neither New Holdings, nor any of its Subsidiaries or Affiliates, may act as the Auction Manager.

“Audited Financial Statements” means, at any Determination Date, the audited consolidated balance sheet of New Holdings (or, if prior to the Acquisition Effective Date, the Borrower Representative) and its Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the immediately preceding fiscal year of New Holdings (or, if prior to the Acquisition Effective Date, the Borrower Representative) and its Subsidiaries, including the notes thereto, most recently filed or required to be filed with the SEC on Form 10-K on or prior to such Determination Date.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Availability Period” means in respect of the Revolving Credit Facility, the period from and including the Initial Draw Date to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

“Available Amount” means, at any time (the “Available Amount Reference Time”), an amount (which shall not be less than zero) equal to the sum of:

(a)     $100,000,000; plus

(b)     the cumulative amount of Excess Cash Flow of New Holdings and its Restricted Subsidiaries for all fiscal years (commencing with the fiscal year ending December 31, 2014) and prior to the Available Amount Reference Time, minus the portion of such Excess Cash Flow that has been (or is required to be) applied after the Initial Draw Date and prior to the Available Amount Reference Time to the prepayment of Term Loans in accordance with Section 2.05(b)(i); plus

(c)     the amount of any capital contributions or Net Cash Proceeds from any Permitted Equity Issuance (or issuance of debt securities that have been converted into or exchanged for Qualified Equity Interests) (other than (i) any Specified Equity Contribution or (ii) any other capital contributions or equity or debt issuances to the extent utilized in connection with other transactions permitted pursuant to Section 7.03, 7.06 or 7.09) received by New Holdings during the period from and including the Business Day immediately following the Initial Draw Date through and including the Available Amount Reference Time, but only to the extent such capital contributions or Net Cash Proceeds received by New Holdings were received in cash as common equity on or prior to the Available Amount Reference Time; plus

(d)     the aggregate amount of Retained Declined Proceeds retained by New Holdings during the period from the Business Day immediately following the Initial Draw Date through the Available Amount Reference Time; plus

(e)     to the extent not already included in the calculation of Consolidated Net Income of New Holdings and its Restricted Subsidiaries, the aggregate amount of all cash dividends and other cash distributions received by New Holdings or any Restricted Subsidiary (without duplication) during the period from the Business Day immediately following the Initial Draw Date through the Available Amount Reference Time from Investments made using the Available Amount pursuant to Section 7.03(n) in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; plus

(f)     to the extent not (i) already included in the calculation of Consolidated Net Income of New Holdings and its Restricted Subsidiaries or (ii) used to prepay Term Loans or otherwise applied in accordance with Section 2.05(b)(ii) or (iii) constituting Retained Declined Proceeds, the aggregate amount of all Net Cash Proceeds received by New Holdings or any Restricted Subsidiary (without duplication) during the period from the Business Day immediately following the Initial Draw Date through the Available Amount Reference Time in connection with the sale, transfer or other disposition of Investments previously made using the Available Amount pursuant to Section 7.03(n) in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; plus

(g)     in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, New Holdings or a Restricted Subsidiary, the fair market value of the Investments of New Holdings and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 2.18 and were originally made using the Available Amount pursuant to Section 7.03(n) in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investment; minus

(h)     the aggregate amount of (i) any Investments made pursuant to Section 7.03(n), (ii) any Restricted Payments made pursuant to Section 7.09(g) and (iii) any payments made pursuant to Section 7.06(a)(iii) , during the period from the Business Day immediately following the Initial Draw Date through the Available Amount Reference Time (and, for purposes of this clause (h), without taking account of the intended usage of the Available Amount at such Available Amount Reference Time);

provided that (a) in no event shall the Available Amount include Specified Equity Contributions or the proceeds thereof and (b) except in respect of clause (c) above, any application of the Available Amount shall be subject to (x) the absence of any Event of Default and (y) compliance with a Consolidated Total Net Leverage Ratio of not greater than 5.00:1.00 as determined on a pro forma basis for the most recent Test Period.

“Available Revolving Credit Commitment” means, at any time as to any Lender, an amount equal to the excess, if any, of the amount of the Revolving Credit Commitment of such Lender at such time, over the Revolving Credit Exposure of such Revolving Credit Lender.

“Bankruptcy Code” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Royal Bank as its “corporate base rate,” and (c) the Eurodollar Rate plus 1.00%. The “corporate base rate” is not necessarily the lowest rate charged by the Lender acting as the Administrative Agent to its customers. Any change in such “corporate base rate” announced by Royal Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.

“Borrowers” has the meaning specified in the introductory paragraph to this Agreement; provided that notwithstanding anything to the contrary under this Agreement, in no event shall LIN be deemed to be a Borrower under this Agreement until immediately after the New Media Merger.

“Borrower Honor Date” has the meaning specified in Section 2.03(c)(i).

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower Representative” has the meaning specified in the introductory paragraph to this Agreement.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

“Broadcast Licenses” means (a) with respect to New Holdings and the Restricted Subsidiaries, all FCC Licenses authorizing a broadcast service to the public and granted, assigned or issued to New Holdings or a Restricted Subsidiary to construct, own or operate the Stations, together with all extensions, additions and renewals thereto or thereof, and (b) with respect to any Shared Services Party, all FCC Licenses authorizing a broadcast service to the public and granted, assigned or issued to such Shared Services Party to construct, own or operate one or more Shared Services Party Stations, together with all extensions, additions and renewals thereto or thereof.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Capital Expenditures” means, for any period, the aggregate of, without duplication, all expenditures by New Holdings and its Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions to property, plant or equipment on the consolidated balance sheet of New Holdings and its Restricted Subsidiaries.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on the consolidated balance sheet of New Holdings and its Restricted Subsidiaries (excluding the footnotes thereto) prepared in accordance with GAAP.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Cash Collateral Account” means a blocked, non-interest bearing deposit account of one or more of the Loan Parties at Royal Bank in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, any relevant L/C Issuer or the Swing Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for L/C Obligations, Swing Line Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent and the relevant L/C Issuer or the Swing Line Lender benefiting from such collateral shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) such L/C Issuer or Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by New Holdings or any of its Restricted Subsidiaries:

(a)     (i) Dollars or (ii) any other foreign currency held by New Holdings and its Restricted Subsidiaries in the ordinary course of business;

(b)     securities issued or directly and fully guaranteed or insured by the United States or Canadian governments or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

(c)     certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any Lender or by any bank or trust company (1) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by ▇▇▇▇▇’▇ (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (2) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100,000,000;

(d)     repurchase obligations for underlying securities of the types described in clauses (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above;

(e)     commercial paper issued by any Person organized under the Laws of any state of the United States of America (other than any Loan Party or Subsidiary of a Loan Party, or any Affiliate of any Loan Party) and rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” (or the equivalent thereof by ▇▇▇▇▇’▇ or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments) or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;

(f)     readily marketable direct obligations issued by any state of the United States of America, any province of Canada or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either ▇▇▇▇▇’▇ or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;

(g)     interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the type specified in clauses (a) through (f) above; and

(h)     repurchase agreements with a term of not more than one year for underlying securities of the types described in clause (b) above entered into with any bank meeting the qualifications specified in clause (c) above.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means (a) Royal Bank and its Affiliates, (b) each other Initial Lender and its Affiliates as to Cash Management Agreements existing on the Initial Draw Date, and (c) without duplication, each Person that, at the time it enters into a Cash Management Agreement with a Loan Party, is a Lender or an Affiliate of a Lender.

“Cash Management Obligations” means obligations owed by New Holdings and any Restricted Subsidiary to any Cash Management Bank in respect of any Cash Management Agreement and any overdraft and related liabilities arising from treasury, depository, credit or debit card, purchasing card or cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by New Holdings or any of its Restricted Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair, or to pay for the loss of, such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a Foreign Subsidiary that is treated as a controlled foreign corporation under Section 957 of the Code.

“Change in Law” means the occurrence, after the Original Signing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a)     any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than any Parent or one or more Permitted Holders (whether individually or as a member of a group) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 35% of the then outstanding Equity Interests of New Holdings entitled to vote for members of the board of directors or equivalent governing body of New Holdings on a fully- diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(b)     during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of New Holdings cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors), provided that, notwithstanding the foregoing, any change to the board of directors occurring as contemplated by the Acquisition Agreement shall not constitute a change of control under this clause (b); or

(c)     the adoption of a plan relating to the liquidation or dissolution either Borrower; or

(d)     the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Borrower Representative and its Restricted Subsidiaries taken as a whole to a Person other than a Parent, a Restricted Subsidiary or one or more Permitted Holders; or

(e)     a “change of control” or any comparable term under, and as defined in, any Indenture Documentation shall have occurred; or

(f)     (i) New Holdings shall cease to directly or indirectly own 100% of the outstanding Equity Interests of LIN or (ii) LIN shall cease to directly own 100% of the outstanding Equity Interests of the Borrower Representative.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit Commitments, Term A Commitments, Term B Commitments, Extended Revolving Credit Commitments, Incremental Revolving Increases or Commitments in respect of any Incremental Term Loans and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Specified Refinancing Revolving Loans, Term A Loans, Term B Loans, Extended Term Loans, Specified Refinancing Term Loans or Incremental Term Loans. Incremental Term Loans and Extended Term Loans that have different terms and conditions (together with the Commitments in respect thereof) shall be construed to be in different Classes.

“Co-Documentation Agents” means (a) Capital One, N.A. and (b) SunTrust Bank in their respective capacities as co-syndication agents under this Agreement.

“Co-Syndication Agents” means (a) Deutsche Bank AG New York Branch and (b) U.S. Bank National Association in their respective capacities as co-documentation agents under this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of the “Collateral”, “Security Agreement Collateral”, “Pledged Collateral” and “Mortgaged Property” referred to in the Security Documents and all of the other property that is or is intended under the terms of the Security Documents to be subject to Liens for the benefit of the Secured Parties.

“Collateral Agent” means Royal Bank, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent appointed in accordance with Section 9.06 and the Intercreditor Agreement.

“Collateral and Guarantee Requirement” means, at any time on and after the Acquisition Effective Date, the requirement that:

(a)     the Borrower Representative shall have complied with the Collateral and Guarantee Requirement as in effect on the Acquisition Effective Date;

(b)     the Collateral Agent shall have received each Security Document required to be delivered on the Acquisition Effective Date pursuant to Section 4.02, or to be delivered after the Acquisition Effective Date pursuant to Section 6.11 or Section 6.14, duly executed by each Loan Party that is a party thereto;

(c)     all Obligations shall have been unconditionally guaranteed by New Holdings and each Restricted Subsidiary that is a Wholly-Owned Subsidiary, including any Restricted Subsidiary that is a Wholly-Owned Subsidiary acquired pursuant to Section 7.03(j), in each case except for Excluded Subsidiaries;

(d)     the Obligations and the Guaranties shall have been secured pursuant to the Pledge Agreement by a first-priority security interest in all the Equity Interests of each of the Restricted Subsidiaries held directly by New Holdings, any Borrower or any Guarantor (and to the extent consistent with the Senior Notes Indenture Documentation and the other Indenture Documentation, other than Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation existing on the Initial Draw Date or, in the case of LIN and its Restricted Subsidiaries (other than the Borrower Representative and its Restricted Subsidiaries) existing on the Acquisition Effective Date, in either case, prohibit the creation of any other Lien on such Equity Interests (or with respect to any JV Entity acquired after the Initial Draw Date or, in the case of LIN and its Restricted Subsidiaries (other than the Borrower Representative and its Restricted Subsidiaries) after the Acquisition Effective Date, as of the date of such acquisition); provided such prohibition was not entered into in connection with or anticipation of such acquisition) (limited, in the case of Equity Interests of any Foreign Subsidiary of a Loan Party (which Foreign Subsidiary is a CFC), to 65% of the issued and outstanding voting Equity Interests and (to the extent provided in the Pledge Agreement then in effect) 100% of the non-voting Equity Interests of each such Foreign Subsidiary (and none of the Equity Interests of any Subsidiary of such Foreign Subsidiary that is a CFC));

(e)     except to the extent otherwise provided hereunder or under any Security Document, the Obligations and the Guaranties shall have been secured by a perfected security interest in the United States (other than in the case of mortgages, to the extent such security interest may be perfected by delivering certificated securities, filing personal property financing statements or making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office) in, and mortgages on, substantially all tangible and intangible assets of New Holdings, the Borrowers and each Guarantor (including, without limitation, accounts receivable, inventory, equipment, investment property, intellectual property, other general intangibles (including contract rights), intercompany notes, owned real property, leased real property, and proceeds of the foregoing), in each case, with the priority required by the Security Documents; provided that security interests in real property shall be limited to the Existing Mortgaged Properties and to the Material Real Properties acquired on or after the Original Signing Date;

(f)     none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(g)     the Collateral Agent shall have received (i) counterparts of a Mortgage or Mortgages with respect to each Material Real Property required to be delivered pursuant to Section 6.11 or Section 6.14, as the case may be, duly executed, acknowledged and delivered by the record owner of, or appropriate party with respect to, such Material Real Property, (ii) a Mortgage Policy insuring the Lien of each such Mortgage in an amount not to exceed the fair market value of each such Material Real Property (as reasonably determined by the Borrower Representative), (iii) a completed Life of Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower Representative and each Restricted Subsidiary relating thereto) and if any improvements on any Mortgaged Property are located in an area designated as a “special flood hazard area,” evidence of such flood insurance as may be required under Section 6.11(c)(v), (iv) such other documents and items as may be required under Section 6.11 or Section 6.14, as the case may be, and (v) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Material Real Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as the Administrative Agent and the Borrower Representative agree in writing that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Administrative Agent may grant extensions of time for creation or the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Acquisition Effective Date for the perfection of security interests in the assets of New Holdings and its Restricted Subsidiaries on such date) where it reasonably determines, in consultation with the Borrower Representative, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.

Subject to the immediately following paragraph, (a) with respect to leases of real property entered into by any Loan Party or any Restricted Subsidiary thereof on or after the Original Signing Date, such Loan Party or Restricted Subsidiary, as applicable, shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, (b) Liens and the Guarantees required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents, (c) the Collateral and Guarantee Requirement shall not apply to any of the following assets: (i) any Non-Material Real Property or Real Property that is located in a jurisdiction other than the United States and any leasehold interests in real property, (ii) motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing Statement or equivalent, (iii) investment property and letter of credit rights, in each case acquired after the Initial Draw Date with a value of less than $1,000,000 for each such property or right, (iv) any rights or interest in any lease, contract, license or license agreement covering personal property or real property and/or such assets subject thereto, so long as under the terms of such lease, contract, license or license agreement, or applicable Law with respect thereto, the grant of a security interest or Lien therein for the benefit of the Secured Parties (1) is prohibited, (2) would give any other party to such lease, contract, license or license agreement, instrument or indenture the right to terminate its obligations thereunder, or (3) is permitted only with the consent of another party (including, without limitation, any Governmental Authority) (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided that, this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the UCC or other applicable Law or so as to limit, impair or otherwise affect the unconditional continuing security interests in and Liens for the benefit of the Secured Parties upon any rights or interests in or to monies due or to become due under any such lease, contract, license or license agreement (including any receivables), (v) any shares of any first-tier Foreign Subsidiary of a Loan Party (which Foreign Subsidiary is a CFC) other than 65% of the issued and outstanding voting Equity Interests and (to the extent provided in the Pledge Agreement then in effect) 100% of the non-voting Equity Interests of each such Foreign Subsidiary that is a CFC (other than an Immaterial Subsidiary) directly owned by a Loan Party, (vi) any application for registration of a trademark filed in the United States Patent and Trademark Office on an intent to use basis to the extent that the grant of a security interest in any such trademark application would adversely affect the validity or enforceability or result in cancellation or voiding of such trademark application, provided, however, that such trademark applications shall be considered Collateral upon the filing of a Statement of Use or an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, (vii) company-owned life insurance policies held by New Holdings or any of its Restricted Subsidiaries with respect to its employees and (viii) the Borrower Representative’s cafeteria plan flex account as in effect on the Original Signing Date and other similar employee benefit arrangements entered into after the Original Signing Date, (d) no control agreements shall be required with respect to (i) any Excluded Deposit Accounts or (ii) any deposit account or securities account not subject to a control agreement as of the Initial Draw Date; provided that, upon the request of the Administrative Agent, a control agreement shall be required with respect to any Cash Collateral Account holding Cash Collateral, and (e) no action shall be required with respect to any intellectual property that is governed solely by the laws of one or more jurisdictions other than the United States (nor shall any Loan Party be required to reimburse the Administrative Agent, the Collateral Agent, any Lender or any Secured Party for any costs or expenses incurred in connection with any such action).

“Commitment” means a Term B-1 Commitment, a Revolving Credit Commitment, an Extended Revolving Credit Commitment, an Incremental Revolving Increase or a commitment in respect of any Incremental Term Loans, a Term A Commitment, a Term B-2 Commitment and the Acquisition Incremental Revolving Commitments, or any combination thereof, as the context may require.

“Commitment Date” has the meaning specified in Section 2.05(d).

“Commitment Fee” has the meaning specified in Section 2.09(a).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications Laws” means the Communications Act of 1934, and any similar or successor federal statute, together with all published rules, regulations, policies, orders and decisions of the FCC promulgated thereunder.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D, or in any other form agreed to by the Borrower Representative and the Administrative Agent.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Depreciation and Amortization Expense” means, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, programming rights payments, Capital Expenditures and original issue discount resulting from the issuance of Indebtedness at less than par, of New Holdings and its Restricted Subsidiaries for such period on a consolidated basis and otherwise as determined in accordance with GAAP.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income of New Holdings and its Restricted Subsidiaries for such period:

(a)     increased (without duplication) by the following:

(i)     provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of New Holdings and its Restricted Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(ii)     Consolidated Interest Expense of New Holdings and its Restricted Subsidiaries for such period (including (A) net losses or any obligations under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate risk and (B) costs of surety bonds in connection with financing activities), plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (B), (C) and (D) in clause (a) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii)     Consolidated Depreciation and Amortization Expense of New Holdings and its Restricted Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(iv)     any non-recurring expenses or charges (other than depreciation or amortization charges) related to any equity offering, Investment, acquisition, disposition or recapitalization permitted hereunder or the incurrence of Indebtedness permitted to be incurred hereunder (including a refinancing thereof) (in each case, whether or not successful), including (A) such fees, expenses or charges related to the Loans or the Senior Notes, (B) any amendment or other modification of the Loan Documents or the Senior Notes, (C) the Transactions and (D) such costs, fees and expenses in connection with any tender for or redemption of any Indebtedness, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(v)     the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost associated with establishing new facilities that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions permitted to be made hereunder on and after the Initial Draw Date (including, without limitation, the New Media Merger), and costs related to the closure and/or consolidation of facilities; provided that the aggregate amount of cash charges and cash costs that are included in this clause (v) (other than with respect to the Transactions) shall not exceed (on a Pro Forma Basis) 10% of Consolidated EBITDA for such period); plus

(vi)     any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period) less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period; plus

(vii)     the amount of net run rate cost savings or any contractual retransmission revenue projected by New Holdings in good faith to be realized in connection with any Investment, acquisition, disposition, merger, consolidation, reorganization or restructuring, in each case permitted hereunder (each, a “Specified Arrangement”), taken or initiated prior to or during such period (which shall be calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized or expected to be realized prior to or during such period from such actions; provided that (A) a Responsible Officer of New Holdings shall have certified to the Administrative Agent that (x) such cost savings are reasonably identifiable and factually supportable and (y) such actions have been taken or will be taken within 12 months of the date of such Specified Arrangement and (B) the aggregate amount of all such cost savings that are included in this clause (vii) shall not (1) in the case of any cost savings in connection with any reorganization or restructuring, exceed $20,000,000 in any four quarter period and (2) in all other cases, exceed 10% of Consolidated EBITDA in any single Specified Arrangement and shall not exceed 20% of Consolidated EBITDA in any four quarter period; plus

(viii)     any costs or expense incurred by New Holdings or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of New Holdings or net cash proceeds of an issuance of Equity Interests of New Holdings (other than Disqualified Equity Interests or any Specified Equity Contribution); plus

(ix)     cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing or otherwise included in the determination of Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; plus

(x)     any net loss included in the consolidated financial statements due to the application of Accounting Standard Codification Topic 810 and related pronouncements (“ASCT 810”); plus

(xi)     realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of New Holdings and its Restricted Subsidiaries; plus

(xii)     net realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements;

(b)     decreased (without duplication) by: (i) (x) non-cash gains increasing Consolidated Net Income of New Holdings and its Restricted Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, (y) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such period and (z) programming rights payments made during such period; plus (ii) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of New Holdings and its Restricted Subsidiaries; plus (iii) any net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus (iv) any net income included in the consolidated financial statements due to the application of ASCT 810; and

(c)     increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation.

There shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property, business or asset acquired by New Holdings or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), or with respect to which New Holdings or any Restricted Subsidiary has executed a Sharing Arrangement, to the extent not subsequently sold, transferred or otherwise disposed of by New Holdings or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired or with respect to which such Sharing Arrangement was executed and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition). For purposes of determining the Consolidated Total Net Leverage Ratio, the, Consolidated Senior Secured Net Leverage Ratio, and the Consolidated First Lien Net Leverage Ratio, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by New Holdings or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

“Consolidated First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Debt (other than any portion of Consolidated Net Debt that is unsecured or is secured solely by a Lien that is expressly junior and subordinated to the Liens securing the Obligations pursuant to an Intercreditor Agreement) as of such date to (b) Consolidated EBITDA for the most recent Test Period divided by two.

“Consolidated Interest Expense” means, for any period, without duplication, the sum of:

(a)     consolidated interest expense of New Holdings and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the ▇▇▇▇ to market valuation of any obligations under any Swap Contracts or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any, pursuant to interest rate obligations under any Swap Contracts with respect to Indebtedness; and excluding (A) accretion or accrual of discounted liabilities other than Indebtedness, (B) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (C) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses and (D) any expensing of bridge, commitment and other financing fees and any costs or expenses in connection with any amendment or modification of Indebtedness (whether or not consummated); plus

(b)     consolidated capitalized interest of New Holdings and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)     interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower Representative to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of New Holdings and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments minus (b) Qualifying Balances on such date; provided further that Consolidated Net Debt shall not include (x) Letters of Credit, except to the extent of drawn but unreimbursed amounts thereunder and (y) obligations under Swap Contracts not entered into for speculative purposes.

“Consolidated Net Income” means, for any period, the net income (loss) of New Holdings and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(a)     subject to the limitations contained in clause (c) below, any net income (loss) of any Person if such Person is not a Restricted Subsidiary (including, for the avoidance of doubt, the Shield Borrowers), except that New Holdings’ equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to New Holdings or a Restricted Subsidiary as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (b) below);

(b)     solely for the purpose of determining the Available Amount, any net income (loss) of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to New Holdings, a Borrower or a Guarantor by operation of the terms of such Restricted Subsidiary’s Organization Documents or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (i) restrictions that have been waived or otherwise released and (ii) restrictions pursuant to the Loan Documents or any Indenture Documentation), except that New Holdings’ equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to New Holdings or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);

(c)     any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of New Holdings or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by a Responsible Officer or the board of directors of the Borrower Representative);

(d)     any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense;

(e)     the cumulative effect of a change in accounting principles;

(f)     any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;

(g)     all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;

(h)     any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any of New Holdings or any Restricted Subsidiary denominated in a currency other than U.S. Dollars and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;

(i)     any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to New Holdings and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);

(j)     any goodwill or other intangible asset impairment charge or write-off;

(k)     accruals and reserves that are established within twelve months after the Original Signing Date that are so required to be established as a result of the Transactions in accordance with GAAP; and

(l)     any net unrealized gains and losses resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements shall be excluded.

In addition, to the extent not already included in the Consolidated Net Income of New Holdings and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder or under any other agreement providing for reimbursement of such expense and (ii) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower Representative has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption.

“Consolidated Senior Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Debt as of such date that is secured by a Lien on the Collateral on an equal or junior priority basis (but without regard to control of remedies) with Liens on the Collateral securing the Obligations to (b) Consolidated EBITDA for the most recent Test Period divided by two.

“Consolidated Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Debt as of such date to (b) Consolidated EBITDA for the most recent Test Period divided by two.

“Contract Consideration” has the meaning specified in the definition of “Excess Cash Flow.”

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Converted Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“Converted Unrestricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Period” has the meaning specified in Section 8.05(a).

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning specified in Section 2.05(b)(v).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to, with respect to any overdue amount (other than overdue principal), (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans under the Term A Facility or Term B Facility, as applicable, plus (c) 2% per annum; provided, however, that with respect to overdue principal, the Default Rate shall be an interest rate equal to the interest rate (including the relevant Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Law.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower Representative, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder or under other agreements in which it commits to extend credit, or has made a public statement to that effect, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Representative, to confirm in writing to the Administrative Agent and the Borrower Representative that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower Representative), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower Representative, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Determination Date” means, (a) at any time prior to the Acquisition Effective Date, the Initial Draw Date and (b) at any time thereafter, the Acquisition Effective Date; provided that for purposes of Articles V and VII of this Agreement, with respect to the Borrower Representative and its Restricted Subsidiaries, Determination Date shall be deemed to be the Initial Draw Date.

“Discount Range” has the meaning specified in Section 2.05(e)(ii).

“Discounted Prepayment Option Notice” has the meaning specified in Section 2.05(e)(ii).

“Discounted Voluntary Prepayment” has the meaning specified in Section 2.05(e)(i).

“Discounted Voluntary Prepayment Notice” has the meaning specified in Section 2.05(e)(v).

“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of New Holdings having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of New Holdings shall be deemed not to have such a financial interest by reason of such member’s holding Equity Interests of New Holdings or any options, warrants or other rights in respect of such Equity Interests.

“Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including, pursuant to any Sale Leaseback or any issuance or sale of Equity Interests or as a result of the entry into an agreement or arrangement alienating, relinquishing, surrendering or otherwise transferring the right to use all or a material portion of the spectrum associated with any Broadcast License (including pursuant to an auction of such spectrum, conducted by a Governmental Authority, but excluding any involuntary reorganization of spectrum by the FCC pursuant to 47 U.S.C. 1452(b))) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, including but not limited to dispositions pursuant to any Station Sharing Arrangement or other similar arrangement; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by the Borrower Representative of any of its respective Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations under the Loan Documents that are accrued and payable and the termination of the Commitments and all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date of the Term B Loans.

“Disqualified Institutions” means those Persons that are competitors of the Borrower Representative and its Subsidiaries (or reasonably known Affiliates of any such competitors) and are specified from time to time by the Borrower Representative in writing to the Administrative Agent.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“Drawing Date” means the date of any drawing under Section 2.01(a).

“EBITDA Percentage” means, as of the date of the consummation of any sale, disposition or exchange of assets (or Equity Interests) by New Holdings or any of the Restricted Subsidiaries, the ratio, expressed as a percentage, obtained by dividing (a) the portion of Consolidated EBITDA attributable to such assets (or Equity Interests) of such Person for the most recent Test Period completed on or prior to such date, calculated on a Pro Forma Basis, by (b) Consolidated EBITDA for such Test Period, calculated on a Pro Forma Basis.

“ECF Percentage” has the meaning specified in Section 2.05(b)(i).

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

“Embargoed Person” means any party that is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, binding rules, judgments, orders, decrees, permits, licenses, or governmental restrictions relating to pollution, the protection of the environment or the release into the environment, or management of, any Hazardous Materials,.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party or any of its respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure of any Person to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with New Holdings within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon New Holdings or any ERISA Affiliate.

“Eurodollar Rate” means:

(a)     for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available (“LIBOR”), as published by Reuters on the LIBOR01 page (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Royal Bank’s London Branch (or other Royal Bank branch or Affiliate) to major banks in the London or other offshore interbank eurodollar market at their request at approximately 11:00 a.m. (London time), two London Banking Days prior to the commencement of such Interest Period; and

(b)     for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Royal Bank’s London Branch (or other Royal Bank branch or Affiliate) to major banks in the London or other offshore interbank Eurodollar market at their request at the date and time of determination;

provided that in respect of any Term B Loans that are (A) Eurodollar Rate Loans or (B) Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the Eurodollar Rate shall be at all times not less than 1.00%.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a)     the sum, without duplication, of:

(i)     Consolidated Net Income for such period;

(ii)     an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income;

(iii)     an amount equal to the aggregate net non-cash loss on Dispositions by New Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b)     the sum, without duplication, of:

(i)     an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (e) of the definition of Consolidated Net Income;

(ii)     without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital Expenditures made in cash during such period, to the extent that such Capital Expenditures were financed with internally generated cash flow of New Holdings or its Restricted Subsidiaries;

(iii)     the aggregate amount of all principal payments of Indebtedness of New Holdings and its Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of repayments of Term Loans pursuant to Sections 2.07(a) and (b) and any mandatory prepayment of Term Loans pursuant to Section 2.05(b), in each case to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase but excluding (1) all other prepayments of Term Loans, (2) all prepayments under the Revolving Credit Facility and (3) all prepayments in respect of any other revolving credit facility, except, in the case of clause (3), to the extent there is an equivalent permanent reduction in commitments thereunder) made during such period, except to the extent financed with the proceeds of the incurrence or the issuance of other Indebtedness of New Holdings or its Restricted Subsidiaries or with the proceeds from the issuance of Equity Interests;

(iv)     an amount equal to the aggregate net non-cash gain on Dispositions by New Holdings and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income;

(v)     the amount of Investments made pursuant to Section 7.03(j) during such period to the extent that such Investments were financed with internally generated cash flow of New Holdings and its Restricted Subsidiaries;

(vi)     the amount of Investments made pursuant to Section 7.03(n) and Section 7.03(u), the amount of Restricted Payments paid during such period pursuant to Section 7.09(g) and the amount of payments made during such period pursuant to Section 7.06(a)(iii), in each case during such period to the extent that such Investments and payments were financed with internally generated cash flow of New Holdings and its Restricted Subsidiaries;

(vii)     the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by New Holdings and its Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness;

(viii)     the aggregate amount of expenditures actually made by New Holdings and its Restricted Subsidiaries in cash during such period for the satisfaction of long-term liabilities other than Indebtedness to the extent that such expenditures are not expensed during such period and such expenditures are made with internally generated cash flow;

(ix)     without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration required to be paid in cash by New Holdings and its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Investments (including earnouts) made pursuant to Sections 7.03(j) or (n) or Capital Expenditures, in each case to be consummated or made during the period of two consecutive fiscal quarters of New Holdings following the end of such period to the extent intended to be financed with internally generated cash flow of New Holdings and its Restricted Subsidiaries; provided that to the extent the aggregate amount utilized to finance such Investments or Capital Expenditures during such period of two consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall, less the amount financed other than through internally generated cash flow of New Holdings and its Restricted Subsidiaries, shall be added to the calculation of Excess Cash Flow at the end of such period of two consecutive fiscal quarters; and

(x)     the amount of cash Taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period.

“Excluded Deposit Accounts” means, collectively, (a) on the Initial Draw Date, those deposit accounts set forth on a schedule to the Security Agreement established for (i) payroll, (ii) health benefits and (iii) disbursement accounts solely related to the accounts identified in clauses (i) and (ii) preceding, as such schedule may be supplemented on the Acquisition Effective Date, (b) payroll and employee benefit accounts and accounts held solely in a fiduciary capacity for an unrelated third party that is not (i) New Holdings, (ii) a Restricted Subsidiary or (iii) an Affiliate of New Holdings or a Restricted Subsidiary, or disbursement accounts solely related thereto, and (c) any deposit account held in the name of New Holdings or a Restricted Subsidiary that, when aggregated with the amounts on deposit in all other deposit accounts held in the name of New Holdings and the Restricted Subsidiaries for which a control agreement has not been obtained (other than those in clauses (a) and (b)), do not exceed $1,000,000, provided however, “Excluded Deposit Accounts” shall not include any Cash Collateral Account holding Cash Collateral.

“Excluded Subsidiary” means (a) any Immaterial Subsidiary, (b) any Foreign Subsidiary and (c) any Unrestricted Subsidiary.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Indebtedness” means Indebtedness for borrowed money of each of (a) the Borrower Representative and its Restricted Subsidiaries outstanding immediately prior to the Initial Draw Date and (b) LIN and its Restricted Subsidiaries (other than the Borrower Representative and its Restricted Subsidiaries) outstanding immediately prior to the Acquisition Effective Date, including, without limitation, the Existing LIN Credit Agreement.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of May 17, 2012, among the Borrower Representative, BH Finance LLC as administrative agent and a lender and the other lenders party thereto.

“Existing LIN Credit Agreement” means that certain Credit Agreement, dated as of October 26, 2011 among LIN Television Corporation, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A. as administrative agent, an issuing lender and a swingline lender thereunder, as amended by the first amendment thereto dated as of December 19, 2011 and as amended by the second amendment thereto, dated as of December 24, 2012.

“Existing Letters of Credit” shall mean each letter of credit existing on the Initial Draw Date and identified on Schedule 1.01(f).

“Existing Mortgaged Properties” has the meaning specified in Section 5.07(b).

“Existing Mortgage Policies” means the Mortgage Policies issued in connection with the Existing Credit Agreement with respect to the Existing Mortgages.

“Existing Mortgages” means the Mortgages executed and delivered in connection with the Existing Credit Agreement.

“Existing Senior Notes” means the 6⅜% Existing Senior Notes due 2021 issued by LIN.

“Existing Senior Notes Indenture” means that certain Indenture dated October 4, 2012 among LIN, the Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee under such Indenture, executed in connection with the Existing Senior Notes and any supplement or amendment thereto.

“Existing Senior Notes Indenture Documentation” means the Existing Senior Notes, the Existing Senior Notes Indenture, and all agreements and instruments executed by LIN or any other Loan Parties or any Subsidiary of a Loan Party in connection with the Existing Senior Notes and the Existing Senior Notes Indenture.

“Extended Revolving Credit Commitment” has the meaning specified in Section 2.15(a).

“Extended Term Loans” has the meaning specified in Section 2.15(a).

“Extending Revolving Credit Lender” has the meaning specified in Section 2.15(a).

“Extending Term Lender” has the meaning specified in Section 2.15(a).

“Extension” has the meaning specified in Section 2.15(a).

“Extension Offer” has the meaning specified in Section 2.15(a).

“Facility” means the Term A Facility, Term B Facility or the Revolving Credit Facility, as the context may require, and “Facilities” means each of the Term A Facility, Term B Facility and the Revolving Credit Facility.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Original Signing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471 (b)(1) of the Code.

“FCC” means the Federal Communications Commission or any Governmental Authority substituted therefor.

“FCC Licenses” means a License issued or granted by the FCC.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Royal Bank on such day on such transactions as determined by the Administrative Agent.

“Fee Letters” means, collectively, (a) the Amendment No. 1 Fee Letter and (b) the Administrative Agent Fee Letter.

“Financial Covenant” means the covenant set forth in Section 7.10(a).

“Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” means (a) if a Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if a Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which a Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Applicable Revolving Credit Percentage of the outstanding L/C Obligations owing to such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Revolving Credit Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fronting Fee” has the meaning specified in Section 2.03(i).

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee Obligations” means, as to any Person, without duplication (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee Obligations” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Original Signing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranties” means, collectively, (a) the Guaranty Agreement, (b) the Shield Guarantee, (c) each guaranty supplement to the Guaranty Agreement, (d) [reserved] and (e) any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 or otherwise Guaranteeing any of the Obligations.

“Guarantor” means each of (a) New Holdings, (b) each Restricted Subsidiary that is a Wholly-Owned Subsidiary (other than each Borrower) and (c) each other Person that is required to provide a Guarantee pursuant to Section 6.11, including, as of the Acquisition Effective Date, those that are listed on Schedule 5.11 hereto.

“Guaranty Agreement” means the Guaranty, substantially in the form attached hereto as Exhibit J, dated as of the Initial Draw Date, executed and delivered by the Subsidiary Guarantors, whereby the Subsidiary Guarantors guarantee the Obligations.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that (a) is a Lender or an Affiliate of a Lender (i) at the time it enters into a Secured Hedge Agreement or (ii) that on the Initial Draw Date is a party to a Swap Contract permitted under Section 7.02(c) and (b) Royal Bank and each of its Affiliates party to a Swap Contract with a Loan Party, in each case in its capacity as a party to such Swap Contract.

“Honor Date” means the date of any payment by an L/C Issuer under a Letter of Credit.

“Immaterial Subsidiary” means, as of any date of determination, each Subsidiary of New Holdings that has been designated by New Holdings in writing to the Administrative Agent after the Initial Draw Date as an “Immaterial Subsidiary” for purposes of this Agreement (and not redesignated as a Material Subsidiary as provided below); provided that (i) on such date, the total assets of such Subsidiary is less than 2.5% of Total Assets of New Holdings and the Restricted Subsidiaries (taken as a whole) as of the last day of the most recent Test Period and the gross revenues of such Subsidiary is less than 2.5% of the consolidated gross revenues of New Holdings and the Restricted Subsidiaries (taken as a whole) for the most recent Test Period, (ii) for purposes of this Agreement, at no time shall (A) the total assets of all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) in the aggregate as of the last day of the most recent Test Period equal or exceed 5% of the Total Assets of New Holdings and the Restricted Subsidiaries (taken as a whole) as of such date or (B) the gross revenues for such Test Period of all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) in the aggregate equal or exceed 5% of the consolidated gross revenues of New Holdings and the Restricted Subsidiaries (taken as a whole) for such period, in each case determined in accordance with GAAP, (iii) at such time as any such Subsidiary (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty or any Security Documents, or (C) Guarantees or provides any other credit support for the Senior Notes, any Subordinated Debt, or any other material debt securities of New Holdings or any of its Restricted Subsidiaries, such Subsidiary shall at all times thereafter cease to be an Immaterial Subsidiary irrespective of the value of its assets or its revenues, (iv) New Holdings shall not designate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in clauses (i) and (ii) above, (v) if the total assets or gross revenues of such Subsidiary so designated by New Holdings as an “Immaterial Subsidiary” (and not redesignated as a Material Subsidiary) shall at any time exceed the limits set forth in clause (i) above, then such Subsidiary shall be deemed to be a Material Subsidiary and (vi) if the total assets or gross revenues of all Subsidiaries so designated by New Holdings as “Immaterial Subsidiaries” (and not redesignated as Material Subsidiaries) shall at any time exceed the limits set forth in clause (ii) above, then all such Subsidiaries shall be deemed to be Material Subsidiaries unless and until New Holdings shall redesignate one or more Immaterial Subsidiaries as Material Subsidiaries, in each case in a written notice to the Administrative Agent, and, as a result thereof, the total assets and gross revenues of all Subsidiaries still designated as “Immaterial Subsidiaries” in the aggregate do not exceed such limits; and provided further that New Holdings may designate a Subsidiary as an Immaterial Subsidiary at any time by prior written notice to the Administrative Agent, subject to the terms set forth in this definition. Each Immaterial Subsidiary of New Holdings as of the Initial Draw Date is set forth on Schedule 1.01(b) hereto. Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, no Subsidiary shall be considered or designated as an “Immaterial Subsidiary” hereunder if it does not receive similar treatment under all of the Indenture Documentation.

“Incremental Facilities” has the meaning specified in Section 2.14(a).

“Incremental Facility Amendment” has the meaning specified in Section 2.14(c).

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(c).

“Incremental Facilities Documentation” has the meaning specified in Section 2.14(b)(x).

“Incremental Joinder Agreement” means the Incremental Facilities Documentation in respect of the Term A Commitments, the Term B-2 Commitments and the Acquisition Incremental Revolving Commitments.

“Incremental Revolving Increases” has the meaning specified in Section 2.14(a).

“Incremental Revolving Facilities” has the meaning specified in Section 2.14(a).

“Incremental Revolving Lender” has the meaning specified in Section 2.14(c).

“Incremental Term A Loans” has the meaning specified in Section 2.14(a).

“Incremental Term B Loans” has the meaning specified in Section 2.14(a).

“Incremental Term Loan Increases” has the meaning specified in Section 2.14(a).

“Incremental Term Loans” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)     all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)     all reimbursement or payment obligations of such Person with respect to letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)     obligations of such Person under any Swap Contract;

(d)     all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business pursuant to ordinary terms and (ii) any purchase price adjustments and earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e)     indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)     all Attributable Indebtedness;

(g)     all obligations of such Person in respect of Disqualified Equity Interests; and

(h)     all Guarantee Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or similar organization under the laws of the jurisdiction of such joint venture) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and (B) in the case of New Holdings and its Restricted Subsidiaries that are Loan Parties exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party or any Restricted Subsidiary of a Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Indenture Documentation” means, collectively, (a)  the Senior Notes Indenture Documentation and (b) any other indenture or other related instrument executed by the Borrower Representative or any other Loan Party, or any Subsidiary of any Loan Party in connection with the issuance of any other material debt securities.

“Information” has the meaning specified in Section 10.07.

“Initial Draw Date” means November 12, 2013.

“Initial Lender” means each Lender party hereto on the Original Signing Date.

“Initial Revolving Borrowing” means one or more borrowings of Revolving Credit Loans or issuances or deemed issuances of Letters of Credit on the Initial Draw Date as specified in Section 2.01(b) and Section 2.03(a)(i), in each case on or after the Initial Draw Date.

“Initial Revolving Credit Loan” has the meaning specified in Section 2.01(b).

“Intercreditor Agreement” means, collectively, (a) a customary intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens on the Collateral that are intended to rank junior to the Liens securing the Obligations and that are otherwise Liens permitted pursuant to Section 7.01, providing that all proceeds of Collateral shall first be applied to repay the Obligations in full prior to being applied to any obligations under the Indebtedness secured by such junior Liens and that until the termination of the Commitments, and the repayment in full (or Cash Collateralization of Letters of Credit) of all Obligations (other than contingent obligations not then due and payable), the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions and the expiration of any standstill provisions) and otherwise in form and substance reasonably satisfactory to the Collateral Agent, (b) a customary intercreditor agreement by and among the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens on the Collateral that are intended to rank pari passu with the Liens securing the Obligations and that are otherwise Liens permitted pursuant to Section 7.01, providing that the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions and the expiration of any standstill provisions) and otherwise in form and substance reasonably satisfactory to the Collateral Agent and (d) a customary intercreditor agreement by and among the Collateral Agent and the representatives for the holders of Subordinated Indebtedness and is otherwise permitted pursuant to Section 7.02, in form and substance reasonably satisfactory to the Collateral Agent.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower Representative in its Loan Notice, or such other period that is twelve months or less requested by the Borrower Representative and consented to by all of the Appropriate Lenders; provided that:

(a)     any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)     any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)     no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person (including pursuant to any Sale Leaseback), or (d) any Shared Services Party Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.14.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and a Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

“Joint Sales Agreement” means, with respect to a television broadcast station, a joint sales agreement or other similar contractual arrangement pursuant to which a Person, other than the Person holding the FCC License of such television broadcast station or an affiliate of such Person, obtains the right to (a) set the advertising rates for such television broadcast station and/or (b) conduct or manage the sale of advertising availabilities on such television broadcast station.

“JV Entity” means (a) any joint venture and (b) any non-Wholly-Owned Subsidiary of New Holdings.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage. All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Borrower Honor Date or refinanced as a Revolving Credit Borrowing. All L/C Borrowings shall be denominated in Dollars.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means (a) Royal Bank or any of its Subsidiaries or Affiliates, and (b) any other Lender (or any of its Subsidiaries or Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(k) or Section 10.06(f), in the case of each of clause (a) and (b) above, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.

“Leasehold” of any Person means all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuers and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

“Lender Participation Notice” has the meaning specified in Section 2.05(e)(iii).

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower Representative and the Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder (including each Existing Letter of Credit) providing for the payment of cash upon the honoring of a presentation thereunder.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.

“License” means any authorization, permit, consent, special temporary authorization, franchise, ordinance, registration, certificate, license, agreement or other right filed with, granted by or entered into with a Governmental Authority which permits or authorizes the acquisition, construction, ownership or operation of a television broadcast station or any part thereof.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, deemed trust, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Lien Subordination Provisions” has the meaning specified in Section 8.01(l).

“LIN” has the meaning specified in the introductory paragraph to this Agreement.

“Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan (including any Incremental Term Loans or loans made pursuant to any Incremental Revolving Increase).

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes executed and delivered pursuant to Section 4.02(b), (c) the Guaranties, (d) the Security Documents, (e) the Fee Letters, (f) each Intercreditor Agreement, (g) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement, (h) each Issuer Document, (i) the Incremental Joinder Agreement and (j) all other agreements executed and delivered by any Loan Party in connection with this Agreement; it being understood that no Secured Hedge Agreement or Cash Management Agreement shall be a Loan Document.

“Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A, or any other form agreed to by the Borrower Representative and the Administrative Agent.

“Loan Parties” means, collectively, each Borrower and each Guarantor.

“Local Marketing Agreement” means, a local marketing arrangement, time brokerage agreement or similar arrangement pursuant to which a Person, subject to customary licensee preemption rights and other limitations, obtains the right to exhibit programming and sell advertising time on such television broadcast station constituting 15% or more of the air time per week of a television broadcast station licensed to another Person.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Majority Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments and unused Term Loan Commitments. The unused Revolving Credit Commitments and unused Term Loan Commitments of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be disregarded in determining Majority Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the relevant L/C Issuer, as the case may be, in making such determination.

“Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of New Holdings or any Restricted Subsidiary:

(a)     (i) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business or (ii) for purposes of funding any such person’s purchase of Equity Interests (or similar obligations) of New Holdings or its Subsidiaries with (in the case of this sub-clause (ii)) the approval of the board of directors;

(b)     in respect of moving related expenses incurred in connection with any opening, closing or consolidation of any facility or office; or

(c)     in the ordinary course of business in an aggregate amount not to exceed $10,000,000 at any time outstanding.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, properties, liabilities (actual or contingent) or financial condition of New Holdings and its Restricted Subsidiaries taken as a whole, (b) a material adverse effect on the ability of any Loan Party or other Restricted Subsidiary of a Loan Party to perform its obligations under any Loan Document to which it is a party, or (c) an adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party or other Restricted Subsidiary of a Loan Party of any Loan Document to which it is a party.

“Material Real Property” means any Real Property other than Non-Material Real Property.

“Material Subsidiary” means each Subsidiary of New Holdings that is not an Immaterial Subsidiary.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, October 28, 2019, (b) with respect to the Term A Loans and Term B-2 Loans, the date set forth with respect to Term A Loans and Term B-2 Loans, respectively in the Incremental Joinder Agreement and (c) with respect to the Term B-1 Loans, July 31, 2020; provided that if such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

“Maximum Rate” has the meaning specified in Section 10.09.

“Minimum Aggregate ECF Prepayment Trigger” shall occur on the date on which (1) the aggregate amount of prepayments of Term Loans since the Acquisition Effective Date pursuant to Section 2.05(b) of the Credit Agreement and (2) the sum of the aggregate principal amount of (a) all voluntary prepayments of Term Loans following the Acquisition Effective Date (provided that, with respect to Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) and (b) all voluntary prepayments of Revolving Credit Loans following the Acquisition Effective Date to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments (in the case of the immediately preceding clause (b), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution) exceed $150.0 million.

“Minimum Annual ECF Prepayment Amount” shall mean (i) for the fiscal years of the Borrower Representative ending December 31, 2014 and ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇, (▇▇) for the fiscal years of the Borrower Representative ending December 31, 2016, December 31, 2017 and December 31, 2018, in each case (A) $50.0 million per annum minus for each applicable fiscal year (B) the sum of (1) all voluntary prepayments of Term Loans (provided that, with respect to Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of the immediately preceding clause (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution and (iii) thereafter, $0.

“Minimum Exchange Tender Condition” has the meaning specified in Section 2.19(b).

“Minimum Extension Condition” has the meaning specified in Section 2.15(b).

“Minimum Tranche Amount” has the meaning specified in Section 2.15(b).

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, a deed of trust, trust deed, deed to secure debt, mortgage, leasehold deed of trust, leasehold trust deed, leasehold deed to secure debt, leasehold mortgage and other similar instruments creating and evidencing Liens on one or more Real Properties made by the Loan Parties or any Restricted Subsidiary of a Loan Party for the benefit of the Secured Parties to secure all or any part of the Obligations, together with the assignments of leases and rents referred to therein or executed in connection therewith, including any Mortgage executed and delivered pursuant to Section 6.11 and Section 6.14. For purposes of the foregoing, “Mortgage” includes without limitation each Existing Mortgage together with any applicable Mortgage Amendment. Each Mortgage shall be in substantially the same form and substance as the Existing Mortgages, with such changes as (a) are required or advisable to comply with different state law or (b) may otherwise be reasonably acceptable to the Borrower Representative, the Administrative Agent and the Collateral Agent (including, without limitation, such changes as may be reasonably satisfactory to the Collateral Agent and the Administrative Agent and their counsel to account for matters of Law, whether local or otherwise).

“Mortgage Amendment” means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

“Mortgage Policy” means a fully paid American Land Title Association Lender’s Extended Coverage (where available) title insurance policy with endorsements and in an amount acceptable to the Administrative Agent and Collateral Agent, issued by Fidelity National Title Insurance Company or another title insurance company acceptable to the Administrative Agent and the Collateral Agent, insuring the Mortgage in question to be valid first and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, filed mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent and Collateral Agent may deem necessary or desirable.

“Mortgaged Properties” means collectively, (i) all Existing Mortgaged Properties and (ii) all other Material Real Properties owned by the Borrowers or any Restricted Subsidiary that become (or are required under the Loan Documents to become) subject to a Mortgage.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.

“Net Cash Proceeds” means:

(a)     with respect to any Disposition by New Holdings or any Restricted Subsidiary, or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of New Holdings or such Restricted Subsidiary) over (ii) the sum of (A) the principal amount, premium or penalty, if any of any Indebtedness that is secured by the applicable asset subject to such Disposition or Casualty Event and that is required to be repaid (and timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket fees and expenses (including Attorney Costs, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by New Holdings or such Restricted Subsidiary in connection with such Disposition or Casualty Event, (C) Taxes paid or reasonably estimated to be actually payable as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated Taxes pursuant to subclause (C) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds and (D) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by New Holdings or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and Environmental Liabilities or with respect to any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash consideration by New Holdings or such Restricted Subsidiary in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this subclause (D) or if such liabilities have not been satisfied in cash and such reserve is not reversed within 365 days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $250,000, (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds (excluding net cash proceeds excluded by clause (x) above) in such fiscal year for all Dispositions shall exceed $5,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)), and (z) with respect to any Station Sharing Arrangement, Net Cash Proceeds shall exclude any gross proceeds received by New Holdings or any Restricted Subsidiary to the extent such gross proceeds are to be included in Consolidated Net Income; and

(b)     with respect to the incurrence or issuance of any Indebtedness by New Holdings and any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions and other reasonable and customary out-of-pocket expenses, incurred by New Holdings and such Restricted Subsidiary in connection with such incurrence or issuance; and

(c)     with respect to any Permitted Equity Issuance by any direct or indirect parent of New Holdings, the amount of cash from such Permitted Equity Issuance contributed to the capital of New Holdings.

“New Holdings” has the meaning specified in the introductory paragraph to this Agreement; provided that for purposes of determining “Excess Cash Flow” (or any component definition contained therein) for any period prior to the Acquisition Effective Date, New Holdings shall be deemed to be the Borrower Representative.

“New Loan Party” means each of New Holdings, LIN and each Restricted Subsidiary of LIN (other than the Borrower Representative and its Restricted Subsidiaries).

“New Media Merger” means the completion of the transactions set forth in Schedule A hereto.

“New Media Merger Agreement” means the merger agreement entered into between the Borrower Representative and LIN dated as of March 21, 2014, as amended by amendment no. 1 thereto dated as of August 20, 2014 and as such agreement may be further amended, supplemented or otherwise modified from time to time prior to the Acquisition Effective Date.

“New Senior Notes” means the 5.875% Senior Notes due 2022 issued by the New Senior Notes Issuer.

“New Senior Notes Indenture” means that certain Indenture dated November 5, 2014 among the New Senior Notes Issuer, the Guarantors (as defined therein) and The Bank of New York Mellon, as trustee under such Indenture, executed in connection with the New Senior Notes and any supplement or amendment thereto.

“New Senior Notes Indenture Documentation” means the New Senior Notes, the New Senior Notes Indenture, and all agreements and instruments executed by New Senior Notes Issuer or any other Loan Parties or any Subsidiary of a Loan Party in connection with the New Senior Notes and the New Senior Notes Indenture.

“New Senior Notes Issuer” means Media General Financing Sub, Inc. and, following consummation of the New Media Merger and the other Transactions, LIN.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment under this Agreement or any Loan Document that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Majority Lenders, the Required Revolving Credit Lenders, the Required Term A Lenders or the Required Term B Lenders, as applicable.

“Non-Loan Party” means any Subsidiary of New Holdings that is not (and is not required to be) a Loan Party.

“Non-Material Real Property” means (a) the leasehold Real Property of New Holdings or any of its Restricted Subsidiaries and (b) the fee owned Real Property of New Holdings or any of its Restricted Subsidiaries where the book value is less than $5,000,000.

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note or a Revolving Credit Note, as the context may require.

“Notice of Reinvestment Election” has the meaning specified in Section 2.05(b)(ii)(B)

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party or other Subsidiary arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party, or any Subsidiary of a Loan Party, or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding, (b) obligations of any Loan Party or any other Subsidiary arising under any Secured Hedge Agreement, and (c) Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties and the Subsidiaries of Loan Parties under the Loan Documents (and of any of their Subsidiaries to the extent they have obligations under the Loan Documents) include (i) the obligation (including Guarantee Obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or any other Subsidiary under any Loan Document and (ii) the obligation of any Loan Party or any other Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary. Notwithstanding the foregoing, the Obligations of any Guarantor shall not include any Excluded Swap Obligations of such Guarantor.

“OECD” means the Organization for Economic Cooperation and Development.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Offered Loans” has the meaning specified in Section 2.05(e)(iii).

“OID” has the meaning specified in Section 2.14(b)(vii).

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Signing Date” means the date that all the conditions precedent in Section 4.01 were satisfied in accordance with their terms or waived in accordance with Section 10.01, which date was July 31, 2013.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) by a Borrower.

“Overnight Rate” means, for any day, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the relevant L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation.

“Parent” means New Holdings, and any newly-formed domestic subsidiary or parent of New Holdings that becomes the direct or indirect parent of the Borrower.

“Parent Expenses”: (a) costs (including all professional fees and expenses) incurred by any Parent in connection with maintaining its existence or in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange or this Agreement, including in respect of any reports filed with respect to the Securities Act, the Securities Exchange Act of 1934 or the respective rules and regulations promulgated thereunder, (b) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with or for the benefit of any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (c) other administrative and operational expenses of any Parent incurred in the ordinary course of business, and (d) fees and expenses incurred by any Parent in connection with any offering of Equity Interests, (i) which offering is not completed, or (ii) where the net proceeds of such offering are intended to be received by or contributed or loaned to the Borrower Representative or a Restricted Subsidiary, or (iii) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Borrower Representative or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan as such term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is maintained or is contributed to by New Holdings and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Permitted Acquisition” means any acquisition that is permitted under the terms of Section 7.03(j).

“Permitted Asset Swap” means any Asset Swap permitted to occur under the terms of Section 7.05(m).

“Permitted Debt Exchange” has the meaning specified in Section 2.19(a).

“Permitted Debt Exchange Notes” has the meaning specified in Section 2.19(a).

“Permitted Debt Exchange Offer” has the meaning specified in Section 2.19(a).

“Permitted Encumbrances” has the meaning specified in the Mortgages.

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of New Holdings to the extent permitted (or not prohibited) hereunder.

“Permitted Holders” means Standard General Fund, L.P and its Affiliates.

“Permitted Refinancing” means, with respect to any Person, any modification (other than a release of such Person), refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being so modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended, (e) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended (provided that a certificate of a Responsible Officer of the Borrower Representative delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower Representative has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower Representative within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)), and (f) such modification, refinancing, refunding, renewal or extension is only incurred by the Person who is the obligor of the Indebtedness being so modified, refinanced, refunded, renewed or extended and shall not be secured by any property other than the property that secured the Indebtedness being so modified, refinanced, refunded, renewed and extended.

“Permitted Sale Leaseback” means any Sale Leaseback consummated by New Holdings or any Restricted Subsidiary after the Initial Draw Date; provided that (a) no Default exists both before and after giving effect thereto, (b) any such Sale Leaseback not between (i) a Loan Party and another Loan Party or (ii) a Restricted Subsidiary that is not a Loan Party and another Restricted Subsidiary that is not a Loan Party must be, in each case, consummated for fair value as determined at the time of consummation in good faith by New Holdings or such Restricted Subsidiary, (c) all net proceeds and compensation received for each such Sale Leaseback is 100% cash, (d) 100% of the Net Cash Proceeds of such Sale Leaseback are used to prepay the Loans in accordance with the terms of Section 2.05(b) (and except as provided in Section 2.05(b)), and (e) any television stations owned by a Borrower in the same market are sold concurrently by such Borrower in connection with such Sale Leaseback and in accordance with the terms of this Agreement.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of a Loan Party (or, solely with respect to such a plan subject to Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate) or any such Plan to which a Loan Party (or, solely with respect to such a plan subject to Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate) is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means the pledge agreements and other similar collateral agreements in existence immediately prior to the Original Signing Date and listed on Schedule 1.01(d) hereto, as amended to confirm that it secures the Obligations and with such other changes agreed to by the Borrower Representative and the Administrative Agent, and each supplement to the foregoing, and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 pledging any of the Equity Interests of any of the Loan Parties to secure Obligations.

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction (A) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of New Holdings or any division used for operations of New Holdings or any of its Subsidiaries, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by New Holdings or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as determined by the Borrower Representative in good faith) (1) directly attributable to such transaction, (2) expected to have a continuing impact on New Holdings and its Restricted Subsidiaries and (3) factually supportable.

“Pro Forma Financial Statements” has the meaning specified in Section 5.05(c).

“Proposed Discounted Prepayment Amount” has the meaning specified in Section 2.05(e)(ii).

“Public Lender” has the meaning specified in Section 6.02.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying Balances” means, as at any date, the aggregate amount of unrestricted cash and unrestricted Cash Equivalents on hand of New Holdings and its Restricted Subsidiaries on such date (in each case, (i) free and clear of all Liens, other than Liens granted under the Loan Documents, and (ii) excluding Cash Collateral and other amounts held in accounts that hold cash for payment of any specified payable) only to the extent such cash or Cash Equivalents, as applicable, is included in the consolidated balance sheet of New Holdings and its Restricted Subsidiaries as of such date, which aggregate amount of unrestricted cash and Cash Equivalents shall be determined without giving pro forma effect to the proceeds of Indebtedness incurred or proposed to be incurred on such date; provided that, notwithstanding the foregoing, for purposes of this definition (i) Qualifying Balances shall not at any time exceed $100,000,000, (ii) Qualifying Balances shall be deemed to be zero for any day on which an Event of Default shall have occurred and be continuing and (iii) Qualifying Balances shall not include any Specified Equity Contributions or proceeds thereof.

“Qualifying Lenders” has the meaning specified in Section 2.05(e)(iv).

“Qualifying Loans” has the meaning specified in Section 2.05(e)(iv).

“Real Property” means, with respect to any Person, all of the right, title and interest of such Person in and to land, and the improvements and fixtures located thereon, including Leaseholds.

“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party or any Subsidiary of a Loan Party hereunder.

“Refinancing” means the repayment, repurchase or other discharge of all Existing Indebtedness other than Surviving Indebtedness.

“Refinancing Amendment” means an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower Representative, among the Borrower, the Administrative Agent and the Lenders providing Specified Refinancing Debt, effecting the incurrence of such Specified Refinancing Debt in accordance with Section 2.20.

“Refinancing Revolving Commitments” means Incremental Revolving Increases and Incremental Revolving Facilities that are designated by a Responsible Officer of the Borrower Representative as “Refinancing Revolving Commitments” in a certificate of a Responsible Officer of the Borrower Representative delivered to the Administrative Agent on or prior to the date of incurrence.

“Refinancing Term Loans” means Incremental Term Loans and Incremental Term Loan Increases that are designated by a Responsible Officer of the Borrower Representative as “Refinancing Term Loans” in a certificate of a Responsible Officer of the Borrower Representative delivered to the Administrative Agent on or prior to the date of incurrence.

“Register” has the meaning specified in Section 10.06(c).

“Rejection Notice” has the meaning specified in Section 2.05(b)(v).

“Related Indemnified Person” means, with respect to any Indemnitee, (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents, advisors or representatives of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c) acting on behalf of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition pertains to a controlled affiliate or controlling person involved in the Transactions.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, counsel, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Removal Effective Date” has the meaning specified in Section 9.06(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

“Repricing Transaction” means (a) any prepayment or repayment of Term B Loans, with the proceeds of, or any conversion of Term B Loans into, any (i) new or replacement tranche of bank term loans (including Incremental Term Loans) (other than term A loans) or (ii) any Indebtedness incurred under Section 7.02(t)(i), in any case bearing interest with an “effective yield” (taking into account, for example, upfront fees, interest rate spreads, interest rate benchmark floors and original issue discount, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “effective yield” applicable to the Term B Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) but excluding any new or replacement loans incurred in connection with a Change of Control and (b) any amendment (including pursuant to a Refinancing Term Loan as contemplated by Section 2.14 or replacement of a Term Loan as contemplated by Section 10.01) to the Term B Loans which reduces the “effective yield” applicable to the Term B Loans. For purposes of the foregoing, “effective yield” per annum, shall mean, as of any date of determination, the sum of (i) the higher of (A) the Eurodollar Rate on such date for a deposit in Dollars with a maturity of one month and (B) the Eurodollar Rate floor, if any, with respect thereto as of such date, (ii) the interest rate margins as of such date (with such interest rate margin and interest spreads to be determined by reference to the Eurodollar Rate) and (iii) the amount of original issue discount and upfront fees thereon (converted to yield assuming a four-year average life and without any present value discount).

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments. The unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Revolving Credit Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the relevant L/C Issuer, as the case may be, in making such determination.

“Required Term A Lenders” means, as of any date of determination Term A Lenders holding more than 50% of the sum of the Total Term A Loan Outstandings and aggregate unused Term A Commitments. The portion of the unused Term A Commitments and the Total Term A Loan Outstandings held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Term A Lenders at any time.

“Required Term B Lenders” means, as of any date of determination, Term B Lenders holding more than 50% of the sum of the Total Term B Loan Outstandings and aggregate unused Term B Commitments. The portion of the unused Term B Commitments and the Total Term B Loan Outstandings held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Term B Lenders at any time.

“Resignation Effective Date” has the meaning specified in Section 9.06(a).

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller of a specified Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.02, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of New Holdings or any of its Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to any such Person’s stockholders, partners or members (or the equivalent of any thereof) in respect of such Equity Interest.

“Restricted Subsidiary” means (a) any Subsidiary of New Holdings that is not an Unrestricted Subsidiary, (b) when such term is used herein with the designation of “Restricted Subsidiary of the Loan Parties” or “Loan Parties and their Restricted Subsidiaries”, or other similar designations, “Restricted Subsidiary” means each Person that meets the qualifications set forth in clause (a) preceding and (c) when such term is used herein with the designation of “Restricted Subsidiary of New Holdings”, “Restricted Subsidiary” means each Person that meets the qualifications set forth in clause (a) preceding together with each Person that is a Subsidiary of New Holdings that is required to be a Guarantor and pledge its assets in accordance with the terms of this Agreement.

“Retained Declined Proceeds” has the meaning specified in Section 2.05(b)(v).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

“Revolving Credit Commitment” means (a) as to each Revolving Credit Lender, its obligation to (i) make Revolving Credit Loans to the Borrowers pursuant to Section 2.01(b) or Section 2.03, as applicable, (ii) purchase participations in L/C Obligations in respect of Letters of Credit and (iii) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement or (b) any commitments in respect of Specified Refinancing Revolving Loans, as the context may require. The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $60,000,000 on the Original Signing Date and shall be $150,000,000 on the Acquisition Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations and Swing Line Loans at such time.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or that holds Revolving Credit Loans at such time.

“Revolving Credit Loan” means the Initial Revolving Credit Loans or the Specified Refinancing Revolving Loans, as the context may require.

“Revolving Credit Note” means a promissory note made by the Borrower Representative payable to any Revolving Credit Lender, or its registered assigns, evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.

“Royal Bank” means Royal Bank of Canada and its successors.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of The ▇▇▇▇▇▇- ▇▇▇▇ Companies, Inc., and any successor thereto.

“Sale Leaseback” means any transaction or series of related transactions pursuant to which New Holdings or any of its Restricted Subsidiaries (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

“Sanction(s)” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Section 7.02(c) that is entered into by and between any Loan Party or any Restricted Subsidiary and any Hedge Bank.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Swing Line Lender, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Loan Documents.

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, the security agreements and other similar collateral agreements in existence immediately prior to the Original Signing Date and listed on Schedule 1.01(e) hereto, as amended to confirm that it secures the Obligations and with such other changes agreed to by the Borrower Representative and the Administrative Agent, each Security Agreement Supplement executed and delivered pursuant to Section 6.11 or Section 6.14 and any other agreement executed and delivered pursuant to Section 6.11 or Section 6.14 or otherwise granting security interests in any assets or properties of the Loan Parties to secure Obligations.

“Security Agreement Supplement” has the meaning specified in the Security Agreement.

“Security Documents” means, collectively, the Security Agreements, the Pledge Agreement, the Mortgages, each of the deeds of trust, mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements, intellectual property security agreements, assignments, account control agreements, or other agreements granting Liens or security interests, or assignments, required to be delivered pursuant to Section 4.02, Section 6.11 or Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien or Guarantee for the benefit of any of the Secured Parties securing all or any portion of the Obligations.

“Senior Managing Agents” means Bank of America, N.A., Barclays Bank Plc, Citibank, N.A., Citizens Bank, N.A., Fifth Third Bank, Mizuho Bank, Ltd., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and ▇▇▇▇▇ Fargo Bank, National Association in their respective capacities as senior managing agents under this Agreement.

“Senior Notes” means the Existing Senior Notes and the New Senior Notes.

“Senior Notes Indenture” means the New Senior Notes Indenture and the Existing Senior Notes Indenture.

“Senior Notes Indenture Documentation” means the New Senior Notes Indenture Documentation and the Existing Senior Notes Indenture Documentation.

“Shared Services Agreement” means a shared services arrangement or other similar contractual arrangement pursuant to which a Person owning a television broadcast station provides certain technical, business, management, administrative, back-office or other services in support of the business or operation of a second television broadcast station owned by another Person (who is not an Affiliate of the first Person).

“Shared Services Party” means, with respect to any Shared Services Party Station, any Person that (a) holds the Broadcast Licenses with respect to such Shared Services Party Station, (b) in connection therewith, is a party to a Sharing Arrangement with Borrower Representative and its Restricted Subsidiaries with respect to such Shared Services Party Station, and (c) incurs any Indebtedness, all or any portion of which is required to be guaranteed by, or secured by any of the assets or properties of, any Loan Party.

“Shared Services Party Acquisition” means the acquisition of a Shared Services Party Station, whether by means of the acquisition of all of the assets of such Shared Services Party Station by a Shared Services Party or by means of the acquisition of a portion of the assets of such Shared Services Party Station by a Shared Services Party with the remaining portion being acquired by the Borrower Representative and its Restricted Subsidiaries or otherwise.

“Shared Services Party Credit Facility” means a loan facility to be entered into by a Shared Services Party and the lenders party thereto for the purpose of (x) financing the purchase price of a Shared Services Party Acquisition and repaying any Indebtedness and paying any fees, commissions and expenses in connection therewith, or (y) a Permitted Refinancing of any Indebtedness of a Shared Services Party, regardless of whether such Indebtedness is guaranteed by the Borrower Representative or any Restricted Subsidiary.

“Shared Services Party Station” means (a) any Shield Station, and (b) any television broadcast station, other than a Station (including, without limitation, certain licenses (including all permits, licenses and authorizations of the FCC with respect to such station), equipment, real property, contracts and intellectual property and other assets related to the operation of such station), the Broadcast License of which is held by a Shared Services Party with a Shared Services Agreement.

“Shared Services Guarantee” means a Guarantee by the Borrower Representative or any Restricted Subsidiary of a Shared Services Party Credit Facility.

“Sharing Arrangement” means any Shared Services Agreement, Joint Sales Agreement or Local Marketing Agreement.

“Shield Borrowers” means WXXA-TV LLC and WLAJ-TV LLC.

“Shield Credit Agreement” means that certain Credit Agreement, to be entered into in connection herewith among Shield Media LLC, WXXA-TV LLC, Shield Media Lansing LLC, WLAJ-TV LLC, the lenders party thereto from time to time and Royal Bank of Canada as administrative agent for the lenders.

“Shield Guarantee” means the Guaranty, substantially in the form agreed to by Administrative Agent, dated as of the Initial Draw Date, executed and delivered by the Borrower Representative, Young Broadcasting, Shield Media LLC and Shield Media Lansing LLC, whereby such Persons guarantee the Shield Obligations.

“Shield Stations” means the stations owned and operated by the Shield Borrowers.

“Shield Obligations” means the Obligations (as defined in the Shield Credit Agreement).

“Sold Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property (for the avoidance of doubt, calculated to include goodwill and other intangibles) of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can be reasonably be expected to become an actual or matured liability), (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Default” shall mean a Default or Event of Default arising under Sections 8.01(a) or 8.01(f).

“Specified Equity Contribution” means any direct or indirect equity investment in New Holdings in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent) made pursuant to Section 8.05.

“Specified Refinancing Debt” has the meaning specified in Section 2.20.

“Specified Refinancing Revolving Loans” means Specified Refinancing Debt constituting revolving loans.

“Specified Refinancing Term Loans” means Specified Refinancing Debt constituting term loans.

“Specified Pension Plan Contribution” means a $50,000,000 contribution to the Borrower Representative’s “MG Advantage Retirement Plan”.

“Specified Representations” means (a) in respect of Section 4.01, the representations and warranties made in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.04, 5.12 and 5.21 and (b) in respect of Section 4.02, the representations and warranties made in Sections 5.01(a), 5.01(b)(ii), 5.02(a), 5.12, 5.15, 5.16 (subject to the limited collateral delivery requirements required in connection with the Acquisition Effective Date as specified in Section 4.01(f), 5.18 and 5.21.

“Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation (as a Restricted Subsidiary or an Unrestricted Subsidiary), discontinuance of operations, the incurrence of Incremental Term Loans or Incremental Revolving Increases, or any other event that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”; provided that any increase in the Revolving Credit Commitment, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn; provided, further, that any such Specified Transaction having an aggregate value of less than $10,000,000 shall not be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.”

“Station” means, at any time and with respect to the television broadcast stations of New Holdings (or, as applicable any Subsidiary of New Holdings) (a) as set forth on Schedule 1.01(a) hereto, as supplemented on the Acquisition Effective Date, or (b) as acquired, directly or indirectly, by New Holdings or its Restricted Subsidiaries after the Acquisition Effective Date pursuant to a transaction permitted under the Loan Documents; provided, that any such television broadcast station that ceases to be owned, directly or indirectly, by New Holdings or a Restricted Subsidiary pursuant to a transaction permitted under the Loan Documents shall, upon the consummation of such transaction, cease to be a “Station” hereunder. This definition of “Station” may be used with respect to any single television station meeting any of the preceding requirements or all such television stations, as the context requires.

“Station Sharing Arrangement” means any Sharing Arrangement under which a Person, other than New Holdings and its Restricted Subsidiaries, provides services or obtains the right to provide programming to, or sells advertising availabilities on or with respect to, a Station.

“Subordinated Debt” means Indebtedness incurred by a Loan Party or any Restricted Subsidiary of a Loan Party that is subordinated in right of payment to the prior payment of all Obligations of such Loan Party or such Restricted Subsidiary of a Loan Party under the Loan Documents, in each case only to the extent the principal amount of such Subordinated Debt is in excess of the Threshold Amount.

“Subordinated Debt Documents” means any agreement, indenture and instrument pursuant to which any Subordinated Debt is issued, in each case as amended to the extent permitted under the Loan Documents.

“Subordination Provisions” has the meaning specified in Section 8.01(l).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of New Holdings.

“Subsidiary Guarantors” means, collectively, the Subsidiaries of New Holdings that are Guarantors.

“Surviving Indebtedness” has the meaning specified in Section 7.02(r).

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the ▇▇▇▇-to- market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means Royal Bank in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B, or in such other form agreed to by the Borrower Representative and the Administrative Agent.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the aggregate principal amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Target Assets” means all assets being acquired pursuant to the Acquisition Agreement.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Television Broadcasting Business” means a business substantially all of which consists of the construction, ownership, operation, management, promotion, extension or other utilization of any type of television broadcasting system, any similar television broadcasting business or any mobile devices or other non-tangible content delivery system, including the syndication of television programming, the obtaining of a License or franchise to operate such a system or business, and activities incidental thereto, such as providing production services, operating Internet-based information services and selling advertising for such services, and developing uses other than broadcasting for the digital spectrum used by television stations.

“Term A Borrowing” means a borrowing consisting of Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(c).

“Term A Commitment” means, as to each Term A Lender, its obligation to make a Term A Loan to a Borrower pursuant to the Incremental Joinder Agreement in an aggregate principal amount at any one time outstanding not to exceed the amount set forth therein or in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Acquisition Effective Date, the aggregate principal amount of Term A Commitments was $0.

“Term A Facility” means, at any time, (a) on or prior to the Acquisition Effective Date, the aggregate amount of the Term A Commitments of all Term A Lenders at such time and (b) thereafter, the sum of (i) the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time and (ii) the aggregate amount of the unfunded Term A Commitments of all Term A Lenders at such time.

“Term A Lender” means at any time, any Lender that has a Term A Commitment or a Term A Loan at such time.

“Term A Loan” has the meaning provided in the recitals hereto.

“Term B Borrowing” means a borrowing consisting of Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(a).

“Term B Borrowing” means a borrowing consisting of Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(a).

“Term B Commitment” means, collectively, the Term B-1 Commitments and the Term B-2 Commitments.

“Term B Drawdown Date” means the dates, if any, on which Term B Loans are funded.

“Term B Facility” means, at any time, (a) on or prior to the Initial Draw Date, the aggregate amount of the Term B-1 Commitments of all Term B Lenders at such time and (b) thereafter, the sum of (i) the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time and (ii) the aggregate amount of the unfunded Term B Commitments of all Term B Lenders at such time.

“Term B Lender” means at any time, any Lender that has a Term B Commitment or a Term B Loan at such time.

“Term B Loan” means collectively, Term B-1 Loans and Term B-2 Loans.

“Term B-1 Commitment” means, as to each Term B Lender, its obligation to make a Term B-1 Loan to a Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B Commitment” or in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Original Signing Date, the aggregate principal amount of Term B-1 Commitments was $885,000,000.

“Term B-1 Loan” means a Loan made pursuant to Section 2.01(a), but excluding, for the avoidance of doubt, any Term B-2 Loans.

“Term B-2 Commitment” means a commitment of a Lender to make Term B-2 Loans pursuant to the Incremental Joinder Agreement. As of the Acquisition Effective Date, the aggregate principal amount of Term B-2 Commitments was $825,000,000.

“Term B-2 Loans” has the meaning provided in the recitals hereto.

“Term Borrowing” means a Term A Borrowing, Term B Borrowing or a borrowing in respect of Incremental Term Loans, as the context requires.

“Term Lender” means, at any time, any Lender that has a Term A Commitment, Term A Loan, Term B Commitment, a Term B Loan or an Incremental Term Loan at such time.

“Term Loan” means a Term A Loan, Term B Loan, an Incremental Term Loan, an Extended Term Loan or Specified Refinancing Term Loans, as the context requires.

“Term Loan Commitments” means a Term A Commitment, Term B Commitment or a commitment in respect of any Incremental Term Loans or Specified Refinancing Term Loans or any combination thereof, as the context may require.

“Term Note” means a promissory note made by the Borrower Representative in favor of a Term A Lender, Term B Lender, or its registered assigns, evidencing Term A Loans made by such Term A Lender or the Term B Loans made by such Term B Lender, substantially in the form of Exhibit C-1.

“Test Period” means, at any date of determination, the most recently completed eight consecutive fiscal quarters of New Holdings ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b).

“Threshold Amount” means $25,000,000.

“Ticking Fee” has the meaning specified in Section 2.09(c).

“Total Assets” means the total assets of New Holdings and the Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of New Holdings delivered pursuant to Section 6.01(a) or (b) (or, for the period prior to the time any such statements are so delivered pursuant to such sections, the pro forma financial statements of the Borrower Representative giving effect to the Transactions).

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Revolving Credit Outstandings” means, on any date of determination, the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations on such date.

“Total Term A Loan Outstandings” means on any date of determination, the aggregate Outstanding Amount of all Term A Loans on such date.

“Total Term B Loan Outstandings” means on any date of determination, the aggregate Outstanding Amount of all Term B Loans on such date.

“Transactions” means, collectively, (a) the Acquisition, (b) the New Media Merger, (c) the funding of the Term Loans and the Initial Revolving Borrowing on and prior to the Acquisition Effective Date, (c) the Refinancing (as and when it occurs), (d) the consummation of any other transactions in connection with the foregoing and (e) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unaudited Financial Statements” means, at any Determination Date, the unaudited consolidated balance sheet of New Holdings (or, if prior to the Acquisition Effective Date, the Borrower Representative) and its Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter of New Holdings (or, if prior to the Acquisition Effective Date, the Borrower Representative) and its Subsidiaries, including the notes thereto most recently filed or required to be filed with the SEC on form 10-Q on or prior to such Determination Date.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (a) as of the Initial Draw Date, each Subsidiary of the Borrower Representative listed on Schedule 1.01(c), (b) each Subsidiary of New Holdings designated by the board of directors of the Borrower Representative as an Unrestricted Subsidiary pursuant to Section 2.18 subsequent to the Initial Draw Date and (c) any Subsidiary of an Unrestricted Subsidiary; provided that, notwithstanding the foregoing, no Subsidiary that executes and delivers (or has executed and delivered) (i) any Loan Document, including without limitation a Guaranty or any Security Document, or (ii) a guarantee of (or provides or has provided any other credit support for) the New Senior Notes, the Existing Senior Notes, any Subordinated Debt, or any other debt securities of any Restricted Subsidiary of a Loan Party, shall be designated as an Unrestricted Subsidiary. Notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, no Subsidiary shall be considered an “Unrestricted Subsidiary” if it does not receive similar treatment under all of the Indenture Documentation.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director’s qualifying shares, (b) shares issued to foreign nationals to the extent required by applicable Law and (c) other de minimis share issuances required by local Law) are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.

“Young Stations” means the television broadcasting stations listed on Schedule 2.11(c) to the Acquisition Agreement.

Section 1.02     Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)     The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)     In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c)     Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03     Accounting Terms; Calculation of Financial Covenant and other Financial Ratios and Terms.

(a)     Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of New Holdings and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)     Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Representative or the Majority Lenders shall so request, the Administrative Agent and the Borrower Representative shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Representative shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

(c)     Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of New Holdings and its Subsidiaries or to the determination of any amount for New Holdings and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that New Holdings is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein; provided that for purposes hereof, the Shared Services Parties for which any of New Holdings or its Restricted Subsidiaries have provided a Shared Services Guarantee, such Shared Services Parties shall be deemed to be variable interest entities and any Indebtedness of such Shared Services Parties shall be deemed to be included in the calculation of Consolidated Net Debt hereunder.

(d)     Calculation of Financial Ratios. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

(e)     Shared Services Guarantees. For purposes of calculating the amount of Indebtedness attributable to a Shared Services Guarantee under any Loan Documents, the amount of Indebtedness attributable to a Shared Services Guarantee shall equal the aggregate amount of all loans and other extensions of credit under the Shared Services Credit Facility guaranteed by such Shared Services Guarantee, plus the aggregate amount of all unfunded commitments to make extensions of credit under such Shared Services Credit Facility that are guaranteed by such Shared Services Guarantee.

Section 1.04     Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement or required to be maintained by New Holdings pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05     Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.06     Times of Day. Unless otherwise specified, all references herein to times of day shall be references to eastern time (daylight or standard, as applicable).

Section 1.07     Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

Article II
THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01     The Loans.

(a)     The Term B-1 Loans. On the Initial Draw Date, each Term B-1 Lender made to the Borrower term loans in an aggregate principal amount not exceeding such Term B-1 Lender’s Term B-1 Commitment as in effect on such date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term B-1 Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. Each Term B-1 Borrowing consisted of Term B-1 Loans made simultaneously by the Term B-1 Lenders in accordance with their respective Term B-1 Commitments.

(b)     The Revolving Credit Loans. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, an “Initial Revolving Credit Loan”) to the Borrower Representative from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any such Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower Representative may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

Section 2.02     Borrowings, Conversions and Continuations of Loans. (a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower Representative’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Loans; provided, however, that if the Borrower Representative wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Representative (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower Representative pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower Representative is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Representative fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. For the avoidance of doubt, the Borrowers and the Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b)     Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower Representative, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in the preceding subsection. In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.02), the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrowers on the books of Royal Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower Representative; provided, however, that if, on the date a Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower Representative, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.

(c)     Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan, unless the Borrower Representative pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Majority Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Majority Lenders.

(d)     The Administrative Agent shall promptly notify the Borrower Representative and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower Representative and the Lenders of any change in Royal Bank’s “corporate base rate” used in determining the Base Rate promptly following the public announcement of such change.

(e)     Anything in subsections (a) to (d) above to the contrary notwithstanding after giving effect to all Term Borrowings and Revolving Credit Borrowings, all conversions of Term Loans and Revolving Credit Loans from one Type to the other, and all continuations of Term Loans and Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect for Term Borrowings and Revolving Credit Borrowings.

(f)     Anything in this Section 2.02 to the contrary notwithstanding, the Borrower Representative may not select the Eurodollar Rate for the initial Credit Extension.

Section 2.03     Letters of Credit.

(a)     The Letter of Credit Commitment.

(i)     Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Initial Draw Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of a Borrower or any Restricted Subsidiaries of Parent, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of a Borrower or any Restricted Subsidiaries of Parent and any drawings thereunder; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender would exceed such Revolving Credit Lender’s Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Each request by the Borrower Representative for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower Representative that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. The Existing Letters of Credit shall be deemed to be Letters of Credit for all purposes under this Agreement, without any further action by a Borrower, any L/C Issuer or any other Person.

(ii)     An L/C Issuer shall not issue any Letter of Credit if:

(A)     subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders have approved such expiry date; or

(B)     subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and such L/C Issuer have approved such expiry date or (y) the Borrower Representative has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date.

(iii)     An L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A)     any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Initial Draw Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Initial Draw Date and which such L/C Issuer is not otherwise compensated for hereunder and in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;

(B)     the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C)     except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $5,000;

(D)     the Letter of Credit is to be denominated in a currency other than Dollars;

(E)     any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower Representative or such Lender to eliminate such L/C Issuer’s Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or

(F)     the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv)     An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)     An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)     An L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

(b)     Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)     Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower Representative delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the relevant L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (G) the purpose and nature of the requested Letter of Credit, and (H) such other matters as the relevant L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment, and (4) such other matters as the relevant L/C Issuer may reasonably require. Additionally, the Borrower Representative shall furnish to the relevant L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the relevant L/C Issuer or the Administrative Agent may reasonably require.

(ii)     Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower Representative and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the relevant L/C Issuer has received written notice from the Administrative Agent, any Revolving Credit Lender or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not have been satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of a Borrower (or the applicable Restricted Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii)     If the Borrower Representative so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower Representative shall not be required to make a specific request to the relevant L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (unless the Borrower Representative has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date); provided, however, that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone followed promptly in writing) on or before the day that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower Representative that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the relevant L/C Issuer not to permit such renewal.

(iv)     Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower Representative and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)     Drawings and Reimbursements; Funding of Participations.

(i)     Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower Representative and the Administrative Agent thereof. Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower Representative shall have received notice of any Honor Date (or, if the Borrower Representative shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, an “Borrower Honor Date”), the Borrower Representative shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower Representative on the Borrower Honor Date. If the Borrower Representative fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower Representative shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02. Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)     Each Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Representative in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii)     With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower Representative shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)     Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the relevant L/C Issuer.

(v)     Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower Representative or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower Representative of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower Representative to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)     If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.

(d)     Repayment of Participations.

(i)     At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower Representative or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)     If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)     Obligations Absolute. The obligation of the Borrower Representative to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)     any lack of validity or enforceability of such Letter of Credit, this Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing;

(ii)     the existence of any claim, counterclaim, setoff, defense or other right that the Borrower Representative or any Restricted Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)     any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)     waiver by the relevant L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower Representative or any waiver by the L/C Issuer which does not in fact prejudice the Borrower Representative in any respect;

(v)     honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)     any payment made by the relevant L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, only to the extent such Letter of Credit specifies that Rule 3.14 of the ISP applies to it;

(vii)     any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(viii)     any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from any of the Guaranties or any other guaranty, for all or any of the Obligations of any Loan Party or any Restricted Subsidiary of a Loan Party in respect of such Letter of Credit; or

(ix)     any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower Representative or any Restricted Subsidiary;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower Representative to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower Representative to the extent permitted by applicable Law) suffered by the Borrower Representative that are caused by such L/C Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The Borrower Representative shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower Representative’s instructions or other irregularity, the Borrower Representative will promptly notify the applicable L/C Issuer. The Borrower Representative shall be conclusively deemed to have waived any such claim against the relevant L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)     Role of L/C Issuers. Each Lender and the Borrower Representative agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, the Agents, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Credit Lenders, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision), or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower Representative hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower Representative’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, the Agents, any of their respective Related Parties nor any correspondents, participants or assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower Representative may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower Representative, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower Representative which the Borrower Representative proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision). In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)     Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the relevant L/C Issuer and the Borrower Representative when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit (other than Rule 3.14, unless expressly specified in a Letter of Credit that it will apply). Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower Representative for, and each L/C Issuer’s rights and remedies against the Borrower Representative shall not be impaired by, any action or inaction of such L/C Issuer required under any Law, order, or practice that is required to be applied to any Letter of Credit or this Agreement under any Law, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP.

(h)     Letter of Credit Fees. The Borrower Representative shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with, subject to Section 2.16, its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Letter of Credit fees times the daily maximum amount then available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)     Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower Representative shall pay directly to each L/C Issuer for its own account a fronting fee (a “Fronting Fee”) with respect to each Letter of Credit issued by it, at the rate per annum equal to 0.125% computed on the daily maximum amount then available to be drawn under such Letter of Credit. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07. In addition, the Borrower Representative shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten Business Days of demand and are nonrefundable.

(j)     Conflict with Issuer Documents. Notwithstanding anything else to the contrary in any Issuer Document, in the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)     Addition of an L/C Issuer. A Revolving Credit Lender (or any of its Subsidiaries or affiliates) may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower Representative, the Administrative Agent and such Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(l)     Provisions Related to Extended Revolving Credit Commitments. If the maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(d) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower Representative shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17. If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

(m)     Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Restricted Subsidiary of Parent, the Borrower Representative shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower Representative hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower Representative, and that the Borrower Representative’s business derives substantial benefits from the businesses of such Subsidiaries.

Section 2.04     Swing Line Loans.

(a)     The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to a Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (B) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment then in effect and (ii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided further that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b)     Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower Representative’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess thereof shall be in an integral multiple of $25,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower Representative. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to a Borrower either by (i) crediting the account of such Borrower on the books of Royal Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by such Borrower.

(c)     Refinancing of Swing Line Loans.

(i)     The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower Representative (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower Representative with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice (or the next succeeding Business Date if such notice is delivered after 11:00 a.m.), whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower Representative in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)     If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)     If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent demonstrable error.

(iv)     Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower Representative or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not to purchase and fund risk participations in Swing Line Loans) pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d)     Repayment of Participations.

(i)     At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)     If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)     Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

(f)     Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g)     Provisions Related to Extended Revolving Credit Commitments. If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(l)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

Section 2.05     Prepayments.

(a)     Optional Prepayments.

(i)     The Borrower Representative may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower Representative (it being understood and agreed that if the Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six-month anniversary of the Acquisition Effective Date, the Borrower Representative (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

(ii)     The Borrower Representative may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, or the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii)     Notwithstanding anything to the contrary contained in this Agreement, the Borrower Representative may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(b)     Mandatory Prepayment.

(i)     Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower Representative shall cause to be prepaid an aggregate principal amount of Term Loans equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the first full fiscal year ending after the Original Signing Date), minus (B) the sum of (1) all voluntary prepayments of Term Loans (provided that, with respect to Discounted Voluntary Prepayments, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year and prior to the date of such payment (without duplication of any amounts applied to reduce Excess Cash Flow for a prior period) to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.5:1.0 and greater than or equal to 2.0:1.0 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than 2.0:1.0.